DEF 14A of General Motors Co, Apr 22, 2025

DEF 14A of General Motors Co

Filed Apr 22, 2025 · FY20240001467858-25-000084

Open on EDGAR

  1. Election of Directors

    Election of Directors

  2. Snapshot of 2025 Board Nominees (and Committee Assignments

    Snapshot of 2025 Board Nominees (and Committee Assignments

  3. after the Annual Meeting of Shareholders)

    | | Mary T. Barra Age: 63 Director since: 2014 | | Wesley G. Bush Age: 64 Director since: 2019 | | Joanne C. Crevoiserat Age: 61 Director since: 2022 | | Chair and Chief Executive Officer, General Motors Company | | Retired Chairman and Chief Executive Officer, Northrop Grumman Corporation | | Chief Executive Officer, Tapestry, Inc. | | | Committee memberships: EC | | Committee memberships: AC EC CC FC | | Committee memberships: AC FC GC | |

  4. after the Annual Meeting of Shareholders)

    | | Joseph Jimenez Age: 65 Director since: 2015 | | Alfred F. Kelly, Jr. Age: 66 Director since: 2024 | | Jonathan McNeill Age: 57 Director since: 2022 | | Co-Founder and Managing Director, Aditum Bio | | Retired Chief Executive Officer and Chairman, Visa Inc. | | Co-Founder and Chief Executive Officer, DVX Ventures | | | Committee memberships: EC CC FC RC | | Committee memberships: AC RC | | Committee memberships: GC RC | |

  5. after the Annual Meeting of Shareholders)

    | | Judith A. Miscik Age: 66 Director since: 2018 | | Patricia F. Russo Age: 72 Director since: 2009 | | Mark A. Tatum Age: 55 Director since: 2021 | | Senior Advisor, Lazard Geopolitical Advisory | | Chair, Hewlett Packard Enterprise Company | | Deputy Commissioner and Chief Operating Officer, National Basketball Association | | | Committee memberships: EC FC RC | | Committee memberships: EC CC FC GC | | Committee memberships: AC GC | |

  6. after the Annual Meeting of Shareholders)

    | | Jan E. Tighe Age: 62 Director Since: 2023 | | Devin N. Wenig Age: 58 Director since: 2018 | | Retired Vice Admiral, U.S. Navy | | Co-Founder and Chief Executive Officer, Symbolic.ai | | | Committee memberships: AC RC | | Committee memberships: CC | |

  7. ITEM 1 Annual Election of Directors

    ITEM 1 Annual Election of Directors

  8. Board Membership Criteria, Refreshment, and

    Board Membership Criteria, Refreshment, and

  9. Succession Planning

    Succession Planning The selection of qualified directors is fundamental to the Board’s successful oversight of GM’s strategy and enterprise risks. We seek directors who bring diverse viewpoints and perspectives, possess a variety of skills, professional experiences, and backgrounds, and effectively represent the long-term interests of shareholders. The priorities for recruiting new directors are continually evolving based on the Company’s strategic needs. It is important that the Board remains a strategic asset capable of overseeing and helping management address the risks, trends, and opportunities GM is facing now and in the future. The ongoing assessment and planning have enabled the Board to elect eight new members over the past six years, including most recently Mark Tatum in 2021, Joanne Crevoiserat and Jonathan (“Jon”) McNeill in 2022, Vice Admiral (Ret.) Jan Tighe in 2023, and Alfred (“Al”) F. Kelly, Jr. in 2024.

  10. Succession Planning

    | 2021 | | 2023 | | | Mark Tatum joins the Board, adding marketing, brand, and customer experience expertise. | | Jan Tighe joins the Board, adding cybersecurity, risk management, and technology expertise. | | | Continuous Board Refreshment | | | | | | 2022 | | 2024 | | | Joanne Crevoiserat and Jon McNeill join the Board, adding industry, financial, marketing, brand, and technological expertise. | | Al Kelly joins the Board adding financial, risk management, and cybersecurity expertise. |

  11. Succession Planning

    In evaluating potential director candidates, the Governance Committee considers, among other factors, the criteria included on the skills matrix on page 11, the skills and experience of our current directors, and certain additional characteristics that it believes one or more directors should possess based on an assessment of the needs of the Board at that time. In every case, director candidates must be able to contribute significantly to the Board’s discussion and decision-making on the broad array of complex issues facing GM. The Governance Committee also engages a reputable, qualified search firm to help identify and evaluate potential candidates. In addition, GM’s Corporate Governance Guidelines include the general policy that non-employee directors will not stand for election after reaching age 72, with any exceptions requiring approval by the Board. At this time, the Board has approved an exception for Independent Lead Director, Patricia Russo. The Board believes Ms. Russo’s expertise and deep knowledge about GM are pertinent and required to see the Company remains highly valuable as we advance our strategic transformation. The remaining ten Board candidates are compliant with the Corporate Governance Guidelines.

  12. Succession Planning

    | Board Spotlight: Recognizing Distinguished Service The Board would like to express its gratitude to Tom Schoewe for his dedication to the Audit Committee and to Linda Gooden for her role in establishing the Risk and Cybersecurity Committee. Both played critical roles in developing best-in-class procedures to oversee the audit, risk, and cybersecurity functions and therefore helped protect shareholder, customer, and Company interests. |

  13. Succession Planning

    | 10 | |

  14. ITEM 1 Annual Election of Directors

    ITEM 1 Annual Election of Directors

  15. 2025 Board Nominee Skills and Statistics

    2025 Board Nominee Skills and Statistics General Motors is committed to ensuring its Board remains a strategic asset to the Company. We have also thoughtfully managed director succession planning to leverage the combined benefits of deep institutional knowledge and new perspectives through Board refreshment. In addition, the Company’s Corporate Governance Guidelines emphasize the Board’s commitment to selecting highly qualified candidates who reflect GM’s global workforce and customer base.

  16. 2025 Board Nominee Skills and Statistics

    | 45% Women | 63% Board Committee Chairs of Gender or Racial/Ethnic Diversity | 6 Years Average Tenure | 63 Years Average Age |

  17. Nominee Skills

    Nominee Skills

  18. Nominee Skills

    | Cyber 4 of 11 | Finance 9 of 11 | Global 11 of 11 | | Industry 2 of 11 | Manufacturing 6 of 11 | Marketing 7 of 11 | | Public Company CEO 7 of 11 | Risk Management 11 of 11 | Technology 8 of 11 |

  19. Nominee Skills

    | 2025 Proxy Statement | 11 |

  20. ITEM 1 Annual Election of Directors

    ITEM 1 Annual Election of Directors

  21. Board Experience and Expertise

    Board Experience and Expertise The skills matrix below summarizes certain skills (and qualifications) used by the Governance Committee in their evaluation of director nominees. To supplement the evaluation, the Board undertakes an annual self-evaluation to ensure that the Board possesses the requisite skills and expertise to oversee the Company’s opportunities, priorities, and risks. The Governance Committee leads this effort by asking directors to consider their expertise across key subject matter areas identified in the skills key on the next page. Upon the conclusion of the annual evaluation, the Board determined that it continues to maintain strong expertise and possesses a broad range of skills, qualifications, and attributes that will support the Company’s strategy. Results of the Board’s self-evaluation are represented on the skills matrix below.

  22. Board Experience and Expertise

    | | | | | | | | | | | | | | | | Cyber | | ¢ | | | ¢ | ¢ | | | | ¢ | | | | Environmental | | ¢ | ¢ | ¢ | | ¢ | | | | | | | | Finance | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | | | ¢ | | | Global | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | | | Governance | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | | | Industry | ¢ | | | | | ¢ | | | | | | | | Manufacturing | ¢ | ¢ | ¢ | ¢ | | ¢ | | ¢ | | | | | | Marketing | | | ¢ | ¢ | ¢ | ¢ | | ¢ | ¢ | | ¢ | | | Public Company CEO | ¢ | ¢ | ¢ | ¢ | ¢ | | | ¢ | | | ¢ | | | Risk Management | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | | | Social | ¢ | ¢ | ¢ | | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | | | Technology | ¢ | ¢ | | | ¢ | ¢ | ¢ | ¢ | | ¢ | ¢ |

  23. Board Experience and Expertise

    | 12 | |

  24. ITEM 1 Annual Election of Directors

    ITEM 1 Annual Election of Directors

  25. Skills Key

    Skills Key

  26. Skills Key

    | Cyber | Experience managing cybersecurity security risks or understanding the cybersecurity threat landscape. | | Environmental | Expertise with environmental matters, including greenhouse gas (“GHG”) emissions; raw material sources; waste and hazardous materials management; product design and lifecycle management; water and wastewater management; and/or energy efficiency management. | | Finance | Expertise in complex financial and/or accounting matters to evaluate financial statements, capital structure and allocation, and business plans. | | Global | Relevant experience with business and cultural perspectives. | | Governance | Experience with public company board governance; legal and regulatory matters; executive compensation; compliance and business ethics; anti-competitive practices; risk management; and/or reporting principles and frameworks. | | Industry | Expertise in key businesses and proven knowledge of key customers and risks associated with the automotive industry. | | Manufacturing | Experience in, or experience in a senior management position responsible for, significant manufacturing operations. | | Marketing | Expertise regarding brand maintenance and expansion, product awareness, customer engagement, digital marketing, and/or social media experience. | | Public Company CEO | Experience over an extended period, especially as CEO; extraordinary leadership qualities; and the ability to identify and develop those qualities in others. | | Risk Management | Relevant experience in risk management and oversight. | | Social | Expertise with data privacy; human rights; community relations; workplace health and safety; supply chain management; human capital management; consumer privacy; product quality and safety; and/or labor practices. | | Technology | Expertise in, or understanding of, technology and innovation gained either through academia or industry experience. |

  27. Board Diversity

    Board Diversity The Company’s Corporate Governance Guidelines identify the Board’s commitment to seeking highly qualified candidates that reflect the backgrounds of GM’s global workforce and customer base. Our Board recognizes the value of inclusivity and considers members’ and candidates’ opinions, perspectives, and individual skills, expertise and experience that complement or expand that of the current directors and enhance the diversity (geographic, gender, age, and ethnicity) and effectiveness of the Board as a whole. We believe the judgment and perspectives offered by an inclusive Board improves the quality of decision-making, enhances the Company’s business performance, and can help the Board respond more effectively to the needs of customers, shareholders, employees, suppliers, and other stakeholders.

  28. Board Diversity

    | 2025 Proxy Statement | 13 |

  29. ITEM 1 Annual Election of Directors

    ITEM 1 Annual Election of Directors

  30. Director Nominee Biographies

    Director Nominee Biographies

  31. Director Nominee Biographies

    | Gender: Female Director since: 2014 Race/Ethnicity: White Committees: Executive (Chair) | Mary T. Barra | 63 Chair and CEO, General Motors Company | | | | | 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. 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 (Past Five Years): None | | What does the Company need to do to further increase shareholder value after its strong 2024 performance? | | | | Q | | | | | | I said last year that 2024 needed to be a year dedicated to our four strategic pillars that are laid out in the Board’s letter to shareholders at the beginning of this Proxy Statement. Credit to the team for remaining focused and making significant progress on each of those pillars. As a result, our financial results and long-term shareholder value closely aligned last year. It is critical that we maintain that momentum this year as this is a multi-year strategy designed to keep GM leading the future of transportation. | | | | A | | | | | | | | Current GM Model: Chevrolet Blazer EV | | | | | Skillset: Finance Governance Industry Manufacturing Public Company CEO Risk Management Social Technology | | | |

  32. Director Nominee Biographies

    | Gender: Female Director since: 2009 Race/Ethnicity: White Committees: Compensation Executive Finance Governance (Chair) | Patricia F. Russo | 72 Chair, Hewlett Packard Enterprise Company | | | | | 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 & Co. Inc., and Merck & Co., Inc. Prior Public Company Directorships (Past Five Years): None | | As the Independent Lead Director, how do you help ensure the Board reviews the most critical topics? | | | | Q | | | | | | I have regular 1:1s with Mary and frequently seek input from each Board member to make sure everyone has a voice into which topics get time at our Board meetings. I also meet regularly with shareholders, which helps the Board assess topics that are top of mind with them. We also conclude each Board meeting with an extended executive session, where each Board member provides their observations on the meeting and suggestions for future topics. The key is to be flexible while maintaining focus on those topics that directly impact the Company’s long-term strategic pillars. | | | | A | | | | | | | | Current GM Model: Cadillac LYRIQ | | | | | Skillset: Finance Governance Manufacturing Marketing Public Company CEO Risk Management Social Technology | | | |

  33. Director Nominee Biographies

    | 14 | |

  34. ITEM 1 Annual Election of Directors

    ITEM 1 Annual Election of Directors

  35. ITEM 1 Annual Election of Directors

    | Gender: Male Director since: 2019 Race/Ethnicity: White Committees: Audit Compensation (Chair) Executive Finance | Wesley G. Bush | 64 Retired Chairman and CEO, Northrop Grumman Corporation | | | | | 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 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 (Past Five Years): None | | How does the Board help the Company recruit from the technology industry? | | | | Q | | | | | | Technology is a critical driver of every part of our business and underpins each pillar of our transformation strategy, so management needs to hire the right talent, often from premier technology companies. To make the Company an employer of choice, the Board is focused on creating a compensation structure that helps attract this critical talent. You can read more about our strategy on page 46 of this Proxy Statement. | | | | A | | | | | | | | Current GM Model: GMC Yukon | | | | | Skillset: Cyber Environmental Finance Governance Manufacturing Public Company CEO Risk Management Social Technology | | | |

  36. ITEM 1 Annual Election of Directors

    | Gender: Female Director since: 2022 Race/Ethnicity: White Committees: Audit Finance Governance | Joanne C. Crevoiserat | 61 CEO, Tapestry, Inc | | | | | 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 (Past Five Years): At Home Group Inc. | | How does the Board monitor culture to align with the Company’s values? | | | | Q | | | | | | There are several ways that the Board oversees Company culture, including by regularly meeting with the Chief People Officer (who attends every Board meeting). We also receive regular updates from the Chief Compliance Officer during Audit Committee meetings and review certain metrics that show workplace trends. We prioritize transparent communication and have robust governance mechanisms in place to monitor the rigor of the Company’s cultural health, including starting our annual strategy review each year with a review of the culture values, which helps drive our performance. | | | | A | | | | | | | | Current GM Model: Cadillac LYRIQ | | | | | Skillset: Environmental Finance Governance Manufacturing Marketing Public Company CEO Risk Management Social | | | |

  37. ITEM 1 Annual Election of Directors

    | 2025 Proxy Statement | 15 |

  38. ITEM 1 Annual Election of Directors

    ITEM 1 Annual Election of Directors

  39. ITEM 1 Annual Election of Directors

    | Gender: Male Director since: 2015 Race/Ethnicity: Hispanic Committees: Compensation Executive Finance (Chair) Risk and Cybersecurity | Joseph Jimenez | 65 Co-Founder and Managing Director, Aditum Bio | | | | | 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 Company and Century Therapeutics, Inc. Prior Public Company Directorships (Past Five Years): Graphite Bio | | How does the Finance Committee help oversee evolving regulations to ensure a profitable portfolio? | | | | Q | | | | | | The Finance Committee previews every vehicle program expenditure that requires Board approval and during those reviews we scrutinize costs, capital requirements, and the key assumptions underlying the business case for the programs. This helps ensure we remain committed to our ICE and EV strategic pillars and reach our profitability targets. | | | | A | | | | | | | | Current GM Model: Chevrolet Colorado | | | | | Skillset: Environmental Finance Governance Manufacturing Marketing Public Company CEO Risk Management Technology | | | |

  40. ITEM 1 Annual Election of Directors

    | Gender: Male Director since: 2024 Race/Ethnicity: White Committees: Audit Risk and Cybersecurity | Alfred F. Kelly, Jr. | 66 Advisory Director, Berkshire Partners Retired CEO and Chairman, Visa Inc. | | | | | Experience: Mr. Kelly served as the CEO of Visa Inc. from 2016 to 2023 and was Chairman of the Board from 2019 to 2024. Prior to Visa, he served in numerous leadership roles, including at American Express, where he was President when he left in 2010, and with the New York-New Jersey Super Bowl Host Committee where he was President and CEO. Reasons for Nomination: Mr. Kelly has extensive expertise in industry disruption, which has been instrumental in driving innovation and competitive advantage. His strong financial acumen ensures robust fiscal oversight and strategic financial planning. Additionally, Mr. Kelly’s global leadership experience provides valuable insights into international markets and enhances the Board’s ability to navigate complex global challenges. Other Public Company Directorships: None Prior Public Company Directorships (Past Five Years): Visa Inc. | | What have you learned about the auto industry since joining the Board? | | | | Q | | | | | | I found that there are many similarities between the automotive industry and the disruption from new market entrants that I experienced while in the financial services sector, where I spent most of my career. I’ve enjoyed the opportunity to be part of this Board because we are leveraging technology to innovate and deliver new experiences to our customers. Our software and services strategy pillar is critical to effectively creating new revenue streams and differentiating us from our competitors. | | | | A | | | | | | | | Current GM Model: Cadillac XT6 | | | | | Skillset: Cyber Finance Governance Marketing Public Company CEO Risk Management Social Technology | | | |

  41. ITEM 1 Annual Election of Directors

    | 16 | |

  42. ITEM 1 Annual Election of Directors

    ITEM 1 Annual Election of Directors

  43. ITEM 1 Annual Election of Directors

    | Gender: Male Director since: 2022 Race/Ethnicity: White Committees: Governance Risk and Cybersecurity | Jonathan McNeill | 57 Co-Founder and CEO, DVx Ventures | | | | | 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., where he led the team to grow revenue from $2 billion to over $20 billion annually across 33 countries. 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, product design and lifecycle management experience, which he has gained through driving EV adoption. Other Public Company Directorships: Lululemon Athletica Inc. Prior Public Company Directorships (Past Five Years): None | | How is the Board helping shape the Company’s autonomous vehicle strategy? | | | | Q | | | | | | The Board continues to believe that GM is positioned to lead in autonomous and software-defined vehicles. We are closely monitoring how management is integrating the Cruise and GM technical teams into a single effort. We believe GM will achieve its autonomous goals of developing safe, driver-assistance technology for personal vehicles by using AI technology, engineering talent, scale, and manufacturing expertise. | | | | A | | | | | | | | Current GM Model: Chevrolet Silverado EV | | | | | Skillset: Cyber Environmental Finance Governance Industry Manufacturing Marketing Risk Management Social Technology | | | |

  44. ITEM 1 Annual Election of Directors

    | Gender: Female Director since: 2018 Race/Ethnicity: White Committees: Executive Finance Risk and Cybersecurity (Chair) | Judith A. Miscik | 66 Senior Advisor, Lazard Geopolitical Advisory | | | | | Experience: Ms. Miscik is a Senior Advisor at Lazard Geopolitical Advisory. Prior 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 (Past Five Years): None | | What do you think is a key emerging risk for the Company? | | | | Q | | | | | | As the new Chair of the Board’s Risk and Cybersecurity Committee, part of my responsibility is to help the Board oversee all enterprise risks. To do this, we rely on management’s quarterly risk dashboards and annual reviews of our enterprise risk profile. One example of an emerging risk that we are watching relates to geopolitical dynamics in the global supply chains. | | | | A | | | | | | | | Current GM Model: Chevrolet Blazer | | | | | Skillset: Finance Governance Risk Management Social Technology | | | |

  45. ITEM 1 Annual Election of Directors

    | 2025 Proxy Statement | 17 |

  46. ITEM 1 Annual Election of Directors

    ITEM 1 Annual Election of Directors

  47. ITEM 1 Annual Election of Directors

    | Gender: Male Director since: 2021 Race/Ethnicity: Black, Asian Committees: Audit Governance | Mark A. Tatum | 55 Deputy Commissioner and Chief Operating Officer, National Basketball Association | | | | | 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; 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 (Past Five Years): None | | How does the Board help shape the customer’s software experience? | | | | Q | | | | | | Last year the Board conducted one of our meetings at the Company’s new Software and Services facility in California to evaluate the Company’s new technologies and meet the new software leadership team. Software and Services is a critical part of the Company’s strategy, and we believe advanced safety and technology platforms will help improve customer experiences and retention. Our strategic success was evident earlier this year when Super Cruise was recognized as the automotive industry’s best driver assistance program by MotorTrend, and the Company was recognized —for the tenth consecutive year—for having the highest overall manufacturer loyalty by S&P Global Mobility. | | | | A | | | | | | | | Current GM Model: Cadillac ESCALADE IQ | | | | | Skillset: Cyber Governance Marketing Risk Management Social | | | |

  48. ITEM 1 Annual Election of Directors

    | Gender: Female Director since: 2023 Race/Ethnicity: White Committees: Audit Risk and Cybersecurity | Jan E. Tighe | 62 Retired Vice Admiral, U.S. Navy | | | | | 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 from 2014 to 2016, President of the Naval Postgraduate School from 2012 to 2013, and Deputy Director of Operations at U.S. Cyber Command from 2010 to 2011. 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 extensive leadership experience of more than 20 years in the U.S. Navy during a significant period of transformation and provides valuable human capital insights that are essential for the Company as it transitions its workforce to implement EV and AV technologies. Other Public Company Directorships: The Goldman Sachs Group, Inc. and Huntsman Corporation Prior Public Company Directorships (Past Five Years): The Progressive Corporation and IronNet, Inc. | | How does the Board oversee cybersecurity risks? | | | | Q | | | | | | Cybersecurity is a significant enterprise risk that requires constant oversight and alignment with various stakeholders, including our plant operators, vehicle developers, suppliers and regulatory agencies. Last year, in addition to our regular assessments, several Board members participated with management in a simulation exercise that tested our cyber-response policies and procedures. Also, as part of our regular succession planning, we strive to make sure the Company has the technical talent necessary to build defensible networks and operational infrastructure. | | | | A | | | | | | | | Current GM Model: Chevrolet Corvette E-Ray | | | | | Skillset: Cyber Finance Governance Marketing Risk Management Social Technology | | | |

  49. ITEM 1 Annual Election of Directors

    | 18 | |

  50. ITEM 1 Annual Election of Directors

    ITEM 1 Annual Election of Directors

  51. ITEM 1 Annual Election of Directors

    | Gender: Male Director since: 2018 Race/Ethnicity: White Committees: Compensation | Devin N. Wenig | 58 Co-Founder and CEO, Symbolic.ai | | | | | 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 (Past Five Years): None | | How is the Board ensuring the Company does its part to build the charging infrastructure necessary to help drive EV adoption? | | | | Q | | | | | | As a long time EV user, I relate to uncertainty about how to find charging stations and the Board is aware that is a hurdle for many prospective customers. To help, we have encouraged management to work with industry leaders to expand public charging options and improve the customer experience. Examples include opening access to Tesla Superchargers for our customers with a North American Charging Standard adapter, partnering with Pilot Travel Centers and EVgo to add fast charging stalls across the U.S., and opening the first “Rechargery,” the fast-charging concept by our joint venture, IONNA. | | | | A | | | | | | | | Current GM Model: Chevrolet Blazer EV | | | | | Skillset: Finance Governance Marketing Public Company CEO Risk Management Social Technology | | | |

  52. Director Nomination Process

    Director Nomination Process

  53. Board Size

    Board Size The Board sets the number of directors from time to time by a resolution of the Board. The Governance Committee reassesses the suitability of the Board’s size at least annually. The Board has the flexibility to increase or decrease the size of the Board as circumstances warrant, though the Company’s Certificate of Incorporation limits the total number of directors to 17. We currently have 13 directors, but following the Annual Meeting we will have 11 directors, as Ms. Gooden and Mr. Schoewe are not standing for reelection. If any nominee is unable to serve as a director, or if any director leaves the Board between annual meetings, the Board may reduce the number of directors or elect an individual to fill the resulting vacancy.

  54. Director Independence

    Director Independence GM’s Bylaws and Corporate Governance Guidelines define our standards for director independence and reflect applicable NYSE and SEC requirements. At least two-thirds of our directors must be independent under these standards. In addition, all members of the Audit Committee and the Compensation Committee must meet heightened independence standards under applicable NYSE and SEC rules. For a director to be “independent,” they must have no disqualifying relationships, as defined in the NYSE standards, and the Board must determine that the director has no material relationship with the Company other than the individual’s service as a director.

  55. Director Independence

    | 2025 Proxy Statement | 19 |

  56. ITEM 1 Annual Election of Directors

    ITEM 1 Annual Election of Directors The Governance Committee completed its annual assessment in February 2025 regarding the independence of each director and made recommendations to the Board. Consistent with the standards described above, the Board has reviewed all relationships between the Company and each director and director nominee and considered all relevant quantitative and qualitative criteria. The Board has affirmatively determined that, other than Ms. Barra who serves as our CEO, all directors are currently independent and, if applicable, were independent throughout 2024. In addition, the Board affirmatively determined that all of the director nominees who currently serve on the Audit Committee and the Compensation Committee are independent as required by the heightened NYSE and SEC criteria described above. In recommending to the Board that it determine each non-employee director is independent, the Governance Committee considered whether there were any other facts or circumstances that might impair a director’s independence. The Governance Committee also considered that GM, in the ordinary course of business during the last three years, has sold fleet vehicles to, and purchased products and services from, companies at which some of our directors serve as non-employee directors or executives. The Board determined that these transactions were not material to GM or the other companies involved and that none of our directors had a material interest in the transactions with these companies. In each case, these transactions were in the ordinary course of business for GM and the other companies involved, and were on terms and conditions available to similarly situated customers and suppliers. Therefore, the Board determined they did not impair such directors’ independence.

  57. Director Services on Other Public Company Boards

    Director Services on Other Public Company Boards The Board recognizes that service on other public company boards provides directors valuable experience that benefits the Company. The Board also believes, however, that it is critical that directors dedicate sufficient time to their service on the Company’s Board. Directors are expected to advise the Board Chair, Independent Lead Director, or Governance Committee Chair in advance of accepting an invitation to serve on another board of directors or any audit committee of another public company’s board. This allows the Governance Committee to assess the impact of the director joining another board based on various factors relevant to the specific situation, including the nature and extent of a director’s other professional obligations and the time commitment required by the new position.

  58. Director Services on Other Public Company Boards

    | Director Commitment and Availability Review The Governance Committee conducts an annual review of director commitment levels and affirms that all directors are able to comply with the Company’s expectations on a director’s time and availability. |

  59. Director Services on Other Public Company Boards

    Sometimes, for example, the Governance Committee determines that directors who are engaged in active, full-time employment have less time to devote to board service than a director whose principal occupation is serving on boards. Our Corporate Governance Guidelines provide that, without obtaining the approval of the Board: •A director may not serve on the boards of more than four other public companies (excluding nonprofits and subsidiaries); and •No member of the Audit Committee may serve on more than two other public company board audit committees. The Board also prefers that senior members of management not serve on the board of more than one other public company or for-profit entity, and requires that executive officers obtain the approval of the Governance Committee prior to accepting an invitation to serve on an outside board. At this time, all members of management are in compliance with these guidelines.

  60. Director Services on Other Public Company Boards

    | 20 | |

  61. ITEM 1 Annual Election of Directors

    ITEM 1 Annual Election of Directors

  62. Insider Trading Oversight

    | Non-Employee Director Compensation | | |

  63. Non-Employee Director Compensation

    Non-Employee Director Compensation Non-employee directors are required to defer at least 60 percent of their annual Board retainer into DSUs under the Director Compensation Plan. Directors may elect to defer their remaining Board retainer or amounts payable (if any) for serving as a committee chair or Independent Lead Director into additional DSUs. The fees for a director who joins or leaves the Board or assumes additional responsibilities during the year are prorated for the director’s period of service.

  64. How Deferred Share Units Work

    | Amount of compensation required or elected to be deferred each calendar year under the Director Compensation Plan | | Amount of dividend equivalents earned during the calendar year | | Average daily closing market price of our common stock for the applicable calendar year | | DSUs Granted |

  65. Non-Employee Director Compensation

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

  66. Compensation Table

    | Director | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Aneel Bhusri(4) | 55,900 | 83,900 | 17,407 | 157,207 | | Wesley G. Bush | 185,000 | 195,021 | 33,032 | 413,053 | | Joanne C. Crevoiserat | 130,000 | 195,021 | 30,861 | 355,882 | | Linda R. Gooden | 155,000 | 195,021 | 24,157 | 374,178 | | Joseph Jimenez | 155,000 | 195,021 | 41,261 | 391,282 | | Alfred F. Kelly, Jr.(5) | 42,900 | 64,350 | 9,244 | 116,494 | | Jonathan McNeill | 160,000 | 195,021 | 14,344 | 369,365 | | Judith A. Miscik | 130,000 | 195,021 | 23,490 | 348,511 | | Patricia F. Russo | 255,000 | 195,021 | 12,490 | 462,511 | | Thomas M. Schoewe | 165,000 | 195,021 | 38,490 | 398,511 | | Mark A. Tatum | 130,000 | 195,021 | 45,740 | 370,761 | | Jan E. Tighe | 130,000 | 195,021 | 23,323 | 348,344 | | Devin N. Wenig | 160,000 | 195,021 | 34,573 | 389,594 |

  67. Non-Employee Director Compensation

    Non-Employee Director Compensation (3)The amounts included in the All Other Compensation column are described in the table below.

  68. Non-Employee Director Compensation

    | Director | Company Vehicle Program(a) ($) | Other(b) ($) | Total ($) | | Aneel Bhusri(4) | 17,287 | 120 | 17,407 | | Wesley G. Bush | 32,792 | 240 | 33,032 | | Joanne C. Crevoiserat | 30,621 | 240 | 30,861 | | Linda R. Gooden | 23,917 | 240 | 24,157 | | Joseph Jimenez | 41,021 | 240 | 41,261 | | Alfred F. Kelly, Jr.(5) | 9,184 | 60 | 9,244 | | Jonathan McNeill | 14,104 | 240 | 14,344 | | Judith A. Miscik | 23,250 | 240 | 23,490 | | Patricia F. Russo | 12,250 | 240 | 12,490 | | Thomas M. Schoewe | 38,250 | 240 | 38,490 | | Mark A. Tatum | 45,500 | 240 | 45,740 | | Jan E. Tighe | 23,083 | 240 | 23,323 | | Devin N. Wenig | 34,333 | 240 | 34,573 |

  69. Non-Employee Director Compensation

    (a)The Company Vehicle Program includes the estimated annual lease value of the Company vehicles driven by directors and if applicable installation cost for an EV charger. For Company vehicles, we include the annual lease value which is more reflective of the value of the Company vehicle perquisite than the Company’s incremental costs. Taxes related to imputed income are the responsibility of the director. (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). (4)Mr. Bhusri retired from the Board on June 4, 2024. (5)Mr. Kelly joined the Board on September 3, 2024.

  70. Non-Employee Director Compensation

    | 38 | |

  71. Non-Employee Director Compensation

    | Audit Matters | | |

  72. Non-Employee Director Compensation

    | Proposal to Ratify the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2025 | | | | The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the Company’s independent registered public accounting firm retained to audit the Company’s consolidated financial statements and internal control over financial reporting. The Audit Committee also oversees the rotation of the independent registered public accounting firm’s lead audit partner and is involved in the selection and approval of the lead audit partner. The lead audit partner rotates every five years in accordance with regulatory requirements. The Audit Committee evaluates the selection of the Company’s independent auditors each year and determines whether to re-engage the current independent auditors or consider other firms. Following this process, the Audit Committee made the determination to re-engage Ernst & Young LLP (“EY”) as the Company’s independent auditors for the fiscal year ending December 31, 2025. Criteria for Re-Engaging EY. EY has served as the Company’s independent registered public accounting firm since 2017 when the Audit Committee selected the firm as part of a competitive and comprehensive request for proposal process. Through this process, the Audit Committee evaluated firms based on several key factors, including audit quality; the benefits of tenure versus fresh perspective; cultural fit and business acumen; innovation and technology; auditor independence; and the appropriateness of fees relative to both efficiency and audit quality. These critical factors continue to drive the Audit Committee’s priorities with respect to the selection and retention of the Company’s independent auditors. Based on its annual review, the Audit Committee believes that the continued retention of EY as our independent auditors is in the best interests of our shareholders. Shareholder Ratification of Our Selection of EY. As a matter of good corporate governance, the Board submits the selection of the independent auditors to our shareholders for ratification. If shareholders do not ratify the selection of EY, the Audit Committee will reconsider whether to engage EY, but may ultimately determine to engage EY or another audit firm without resubmitting the matter to shareholders. Even if the shareholders ratify the selection of EY, the Audit Committee may, in its sole discretion, terminate the engagement of EY and direct the appointment of another independent registered public accounting firm at any time during the year, although it has no current intention to do so. We Expect EY to Attend Our Annual Meeting. We expect that representatives of EY will be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and are expected to be available to respond to appropriate questions from shareholders. For additional information concerning the Audit Committee and its activities with EY, see the “Audit Committee Report” below. |

  73. Non-Employee Director Compensation

    | | The Board recommends a vote FOR the proposal to ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025. |

  74. Non-Employee Director Compensation

    | 2025 Proxy Statement | 39 |

  75. Table of Contents

    | Compensation Decision-Making Process | 61 | | Roles and Responsibilities | 61 | | Peer Group | 62 | | Compensation Risk Assessment | 63 | | Compensation Policies and Governance Practices | 64 | | Stock Ownership Requirements | 64 | | Policy on Recoupment of Incentive Compensation | 65 | | Trading GM Securities | 66 | | Policies and Practices Related to Timing of Equity Awards | 66 | | Tax Considerations | 66 | | Employment and Termination Agreements | 66 | | Mr. Abbott’s Departure | 66 |

  76. Disclosure Enhancements

    | Program Design Changes | Page Number(s) | | STIP •Incorporated EV (25% of STIP), S&S (10% of STIP), and AV (5% of STIP) goals •Final STIP payout subject to an individual performance modifier not to exceed 110% of the STIP payout amount generated by Company performance •Eliminated the Strategic Goals component of the STIP, previously weighted 25% | 51, 53-57 | | LTIP •Cumulative AAOCF was added to the 2024 PSU performance measures (30% of LTIP); EV measures were transitioned into our STIP as noted above •Incorporated RSUs (25% of LTIP) in lieu of stock options •Increased target performance for the relative TSR portion of the PSUs from 50th percentile to 55th percentile starting with awards granted in 2025 | 51, 58-59 | | Notable Enhanced Disclosure | | | Shareholder Outreach and Responsiveness •Provided detailed disclosure on our shareholder engagement, including director participation, summary of feedback themes, and key responsive actions taken | 48-49 | | Target Rigor •Updated discussion of our STIP and LTIP target-setting processes including additional insight into the factors the Committee considers when setting targets | 55-56, 58-59 | | Compensation Peer Group •Enhanced discussion of peer group selection | 62-63 |

  77. Disclosure Enhancements

    | 2025 Relative TSR Target Starting with PSU awards granted in 2025, the Committee increased the relative TSR percentile required for target payout to the 55th percentile, previously at median, based on feedback received from shareholders in meetings held after our 2024 Annual Meeting. |

  78. Summary of Feedback Themes and Key Actions

    | Key Themes | Feedback | | STIP Program Design | •Shareholders supported closer alignment of metrics with strategic pillars •Encouragement for incorporation of EV metrics in STIP instead of LTIP due to the dynamic nature of the EV market •Shareholders are more focused on EV profitability than production volume •Interest in improved metric transparency and objectivity | | LTIP Program Design | •Shareholders generally expressed preference for RSUs in lieu of options •Shareholders were supportive of requiring above-median relative TSR performance to achieve target payout on our PSUs | | Target Rigor | •Interest in more robust disclosure regarding target-setting process to assess rigor and performance | | Compensation Peer Group | •Interest in better understanding rationale for compensation peer group selection |

  79. Company Perspective and Key Actions

    | Key Themes | | | Company Perspective and Key Actions | | STIP Program Design | | Incorporating EV, S&S, and AV Goals that Align with Company Strategy | •Starting in 2024, incorporated EV (25% of STIP), S&S (10% of STIP), and AV (5% of STIP) goals to better align with the strategic pillars of our business and the pace of the Company’s transformation strategy | | | | Enhanced Disclosure of Plan Metrics | •Enhanced disclosures of plan metrics | | | | Strategic Goals Eliminated in Favor of Individual Performance Modifier | •Eliminated the Strategic Goals component of the STIP, previously weighted 25%; final STIP payout now subject to an individual performance modifier not to exceed 110% of the STIP payout amount generated by Company performance. Total payout remains capped at 200% of target | | LTIP Program Design | | Cumulative AAOCF Added to 2024 PSU Performance Measures | •Cumulative AAOCF was added to the 2024 PSU performance measures (30% of LTIP) to continue focus on driving shareholder value and Company profitability, while increasing focus on cash generation; EV measures were transitioned into our STIP as described above | | | | RSUs Replace Stock Options | •Starting in 2024, incorporated 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 | | | | Target Relative TSR Performance in PSUs Increased to 55th Percentile | •Increased target performance for the relative TSR portion of PSUs from 50th percentile to 55th percentile starting with awards granted in 2025 | | Target Rigor | | 2024 STIP Targets Set Above 2023 Actual Performance | •As further described on page 55, our 2024 STIP targets for AAFCF and EBIT-adjusted (including Cruise) were set above 2023 actual performance and at levels the Committee determined to be rigorous in the context of our business plans and expectations for the performance year | | | | Enhanced Discussion of STIP & LTIP Target-Setting Process | •Enhanced discussion of our STIP and LTIP target-setting processes on pages 55 and 58 includes additional insight into the factors the Committee considers when setting targets to ensure a strong alignment between pay and performance | | Compensation Peer Group | | Enhanced Discussion of Peer Group Selection | •Enhanced discussion of peer group selection on page 62 provides rationale for the industries we include in our peer group and how they guide our compensation practices |

  80. Compensation Principles

    | | Align with Shareholders | Compensation paid should align directly with the long-term interests of our shareholders, and our executives should share with them in the performance and value of our common stock. | | | Enable Company Strategy | Compensation should be based on challenging Company performance and strategic goals, which are within our executives’ control, and reward performance aligned with GM’s strategy, values, and expected behaviors. | | | Market-Competitive | Target compensation should have an appropriate mix of short-term and long-term pay elements and should be competitive with that paid to individuals at peer group companies so that we can successfully attract, motivate, and retain top-tier talent. | | | Avoid Excessive Risk-Taking | Compensation structure should avoid incentivizing unnecessary and excessive risk-taking. | | | Simple Design | Compensation plans should be easy to understand and communicate and should minimize unintended consequences. |

  81. Elements of Compensation

    | Element | Purpose | Performance Period | Performance Measures | Payout | | Salary | Market-competitive salary reflects contribution, experience, knowledge, skills, and performance | — | — | — | | STIP | Annual cash incentive based on achievements of Company financial goals and goals linked to our strategic pillars | One Year 1/1/2024 -12/31/2024 | EBIT-adjusted AAFCF Strategic Pillars (EV, S&S, AV) | 0%-200% | | PSUs | Align leadership with long-term Company goals and shareholders’ interests, with an increased focus on Company cash generation | Three-Year 1/1/2024 -12/31/2026 | Cumulative AAOCF Relative TSR EBIT-adj Margin | 0%-200% with cap(1) | | RSUs | Promotes executive retention, stock ownership and alignment with shareholder interests | Three-Year Ratable Vesting | — | — |

  82. Summary of 2024 Performance-Based Compensation Outcomes

    Summary of 2024 Performance-Based Compensation Outcomes The outcomes of the incentive plans that concluded in 2024 – the 2024 STIP and 2022-2024 LTIP – closely align with our performance over their respective performance periods. •2024 STIP: Our 2024 STIP Company performance payout of 147% of target reflected our strong execution across our strategic priorities in 2024, including gaining retail market share across our ICE portfolio, and having our best year ever in EV sales. As a result, performance included above-target EBIT-adjusted, AAFCF, and Q4 EV Variable Profit margin. Our CEO and certain NEOs were recognized for extraordinary individual performance, which the Compensation Committee determined merited the application of an individual performance modifier. This ultimately resulted in the achievement of 159% of target STIP payout for our CEO. •2022-2024 LTIP PSUs: For the 2022-2024 PSU portion of our LTIP, we achieved between threshold and target performance on three-year EBIT-adjusted margin, relative TSR, and EV measures, leading to a payout of 80% of target. This reflects that while our strong 2024 performance was recognized by the market and translated into improved TSR performance over the year, we continue to be on a multi-year transformation and remain focused on generating long-term shareholder value.

  83. Compensation Governance 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 Include non-compete and non-solicitation terms in all grant agreements with senior leaders, where enforceable |

  84. Compensation Governance Best Practices

    | 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 |

  85. Target Compensation

    | | Base Salary ($) | | STIP ($) | Total Target Cash Compensation ($) | LTIP | | Total Target Direct Compensation ($) | | Name | | STIP (%) | | | PSUs(1) ($) | RSUs ($) | | | 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 | 1,200,000 | 125% | 1,500,000 | 2,700,000 | 6,975,000 | 2,325,000 | 12,000,000 | | Mark L. Reuss | 1,350,000 | 125% | 1,687,500 | 3,037,500 | 10,471,875 | 3,490,625 | 17,000,000 | | Craig B. Glidden | 1,100,000 | 125% | 1,375,000 | 2,475,000 | 5,268,750 | 1,756,250 | 9,500,000 | | Rory V. Harvey | 850,000 | 125% | 1,062,500 | 1,912,500 | 5,315,625 | 1,771,875 | 9,000,000 | | Michael Abbott(2) | 1,200,000 | 125% | 1,500,000 | 2,700,000 | 8,475,000 | 2,825,000 | 14,000,000 |

  86. 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 Cumulative AAOCF and EBIT-adjusted Margin portions of the award, and the results of the Monte Carlo analysis for the Relative TSR portion of the award. (2)As discussed on page 66, Mr. Abbott resigned from the Company effective April 2, 2024. As a result, much of the compensation in the above table was not delivered or was forfeited upon his resignation.

  87. Short-Term Incentive Compensation

    Short-Term Incentive Compensation

  88. Short-Term Incentive Compensation

    | Key Design Changes | | | 2023 | 2024 | | •75% Financials (EBIT-adjusted and AAFCF) –EBIT-adjusted excluded Cruise | •60% Financials (EBIT-adjusted and AAFCF) –EBIT-adjusted includes Cruise | | •25% Strategic Goals based on individual contributions to goals | •40% Operating metrics aligned to EV, S&S, and AV strategic pillars | | | •Individual performance modifier can be applied up to 110% of the final STIP payout generated by Company performance, full negative discretion |

  89. Short-Term Incentive Compensation

    | 54 | |

  90. 2024 STIP Performance Measures

    2024 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. As described above and previously disclosed in our 2024 Proxy Statement, the Compensation Committee determined to revise the metrics for our 2024 STIP to more closely align with our evolving financial and strategic priorities, and to the pace of our transformation strategy and key market dynamics. These changes also reflected shareholder feedback. In making these changes, the Committee added quantifiable EV and S&S metrics and a strategic AV metric. These changes aim to 1) incentivize EV operational execution on a timeline appropriately aligned to our priority of profitably scaling EV production and 2) incentivize performance on the key strategic pillars in a more focused manner than was done as part of the former Strategic Goals component included in our 2023 STIP. Further, the Committee determined to modify the EBIT-adjusted metric to include the impact of Cruise, whereas the 2023 metric excluded Cruise. Finally, the Committee determined to rebalance the weighting of these metrics to retain focus on driving profitability and cash flows while also further incentivizing key elements of our strategic transformation. Further information on metric selection and target-setting is provided below.

  91. 2024 STIP Performance Measures

    | 2024 STIP Performance Measure | Weight | Leadership Behaviors | | MODIFIED vs 2023: EBIT- adjusted ($B)(incl. Cruise)(1) | 35% | Focus on operating results and driving strong profitability | | AAFCF ($B)(2) | 25% | Focus on driving strong cash flow to invest in the business and returning capital to shareholders | | NEW: Q4 EV Variable Profit margin | 25% | Offer a high-quality EV portfolio guided by customer demand that achieves profitability | | NEW: Software & Services (“S&S”) Goal | 10% | Deliver vehicles with high-quality software to create compelling customer experiences | | NEW: AV Strategy | 5% | Develop safe driver-assistance and autonomous technology for personal vehicles | | Safety | +/-5ppts | Foster a culture that emphasizes workplace and product safety |

  92. 2024 STIP Performance Measures

    (1)For a description of how EBIT-adjusted is calculated, see Appendix A. (2)For a description of how AAFCF is calculated, see Appendix A. Based on shareholder feedback, the Committee eliminated the Strategic Goals component of the STIP, previously weighted 25%, beginning with the 2024 plan. To provide the ability to emphasize individual performance contributions to the Company’s overall performance and strategic execution, the Committee has incorporated an individual performance modifier which can serve to reduce individual payouts or be applied up to 110% of the final STIP payout generated by Company performance. The final STIP payout may not exceed 200% of target.

  93. How We Set STIP Performance Targets

    How We Set STIP Performance Targets The Compensation Committee approves the performance measures for the STIP annually with the objective of driving strong operational, financial and strategic performance. The Committee’s rigorous process starts with an evaluation of the Company’s annual budget and long-term business plan, which takes into account a wide range of internal and external information on macroeconomic, regulatory and market conditions, demand expectations, competitive landscape, supply chain dynamics, and other factors that influence execution on our strategic priorities and overall performance. The Compensation Committee reviews recommendations from management and receives input from its independent compensation consultant. This comprehensive process results in rigorous targets that motivate leadership to strive for a high degree of performance on balance with prudent risk-taking. The following describes specific 2024 goals and comparability versus 2023 targets where relevant. •EBIT-adjusted including Cruise: 2024 target set at $14.7B in alignment with the approved 2024 budget, which was set aggressively in the context of higher labor costs and a more challenging macro landscape, including a softening pricing environment –2023 EBIT-adjusted performance adjusted to include the impact of Cruise would have been $12.4B; 2024 target is therefore above 2023 performance adjusted to be on the same basis as our 2024 target •AAFCF: 2024 target set at $9.3B versus 2023 actual performance as adjusted for incentive compensation purposes of $8.4B –2024 target set above 2023 actual performance as adjusted for incentive compensation purposes, and required performance above our 2024 budgeted amount •Q4 EV Variable Profit margin: Set at 0% for target performance –Target performance consistent with our external commitment to be variable profit positive in Q4 2024 and represents significant improvement over 2023 to demonstrate sustainable GM earnings •S&S - Vehicle Software Delivery On-Time and with Quality: The Committee set the target for this metric as launching vehicle software delivery on-time and with quality across our annual launch portfolio. There are quantitative targets established to achieve threshold, target, and maximum performance payouts which the Committee has determined not to specifically disclose as this information is commercially sensitive. The Committee believes this is a rigorous target given the significant complexity of the software development and deployment process. •AV Strategy: Evaluates performance across three critical measures related to Super Cruise vehicle launches, development of an enhanced-safety driverless system, and technology sharing among GM’s R&D efforts. Payout of this metric was capped at 100% payout for 2024 to reflect the challenges encountered in the Cruise business.

  94. 2024 STIP Results

    2024 STIP Results The Company financial performance portion of the 2024 STIP award was calculated based on the Company’s achievement of EBIT-adjusted and AAFCF financial performance measures, as well as performance measures related to EV, S&S, and AV that align to the strategic pillars of our business. The Company achieved above target results for both of the financial performance measures in the plan driven by (i) continued strength of core auto performance driven by continued robust pricing paired with market share gains and higher volume; and (ii) cost efficiencies, such as the non-recurrence of EV inventory allowance adjustments and a reduction in Cruise spend. The Company’s 2024 financial results and key business highlights are detailed in the “Our Company Performance” section on page 46. In addition to the above Company-wide measures, each NEO’s STIP payout is also subject to an individual performance modifier based on an evaluation of their performance against pre-established goals.

  95. 2024 STIP Results

    | 2025 Proxy Statement | 57 |

  96. ITEM 3 Proposal to Approve, on an Advisory Basis, Named Executive Officer Compensation

    | STIP Measure | Weight | Threshold 25% | 50% | Target 100% | Maximum 200% | Performance Result | Payout | | EBIT-adjusted ($B)(1) | 35% | $8.8 | $11.8 | $14.7 | $16.9 | $14.9 | 38% | | AAFCF ($B)(2) | 25% | $3.4 | $5.7 | $9.3 | $11.5 | $14.0(4) | 50% | | Q4 EV Variable Profit margin(3) | 25% | (1)% | | —% | 25% | Above target | 39% | | S&S Goal | 10% | Vehicle software released on-time and with quality | | | | Above target | 14% | | AV Strategy | 5% | Achievement of: 1 goal = 33% payout 2 goals = 67% payout | | 3 goals = 100% payout | N/A - capped at 100% | 2 of 3 goals achieved | 3% | | Safety performance | Modifier | Potential to adjust +/- 5 ppts based on safety results | | | | | 3% | | Performance Payout | 147% of Target | | | | | | |

  97. Final STIP Payout Results

    Final STIP Payout Results

  98. Final STIP Payout Results

    | Name(1) | Base Salary ($)x | Target STIPx | Company Performancex | Individual Performance Modifier | Final STIP Payout ($) | | Mary T. Barra | 2,100,000 | 200% | 147% | 108% | 6,667,920 | | Paul A. Jacobson | 1,200,000 | 125% | 147% | 108% | 2,381,400 | | Mark L. Reuss | 1,350,000 | 125% | 147% | 108% | 2,679,075 | | Craig B. Glidden | 1,100,000 | 125% | 147% | 100% | 2,021,250 | | Rory V. Harvey | 850,000 | 125% | 147% | 110% | 1,718,063 |

  99. Final STIP Payout Results

    (1)Mr. Abbott resigned from the Company effective April 2, 2024. As a result, Mr. Abbott did not receive a 2024 STIP award.

  100. Final STIP Payout Results

    | 58 | |

  101. Long-Term Incentive Compensation

    Long-Term Incentive Compensation

  102. Long-Term Incentive Compensation

    | Key Design Changes | | | 2023 | 2024 | | •75% PSUs/25% Options | •75% PSUs/25% RSUs | | •PSU Performance measures: –40% EBIT-adjusted Margin –40% Relative TSR –20% EV measures | •PSU Performance measures: –40% Cumulative AAOCF –40% Relative TSR –20% EBIT-adjusted Margin |

  103. Overview of Pay Mix

    Overview of Pay Mix 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 RSUs. PSUs cliff-vest following a three-year performance period and are capped at 200% of target, and RSUs vest ratably over three years.

  104. 2024–2026 LTIP Performance Measures

    2024–2026 LTIP Performance Measures As described above, the metrics for our 2024-2026 PSUs have been revised from our prior cycle to focus our leadership team on driving shareholder value and Company profitability, while increasing the focus on cash generation during this critical period of transformation. This includes no longer including EV in the LTIP and incorporating it in the STIP, introducing Cumulative AAOCF, and rebalancing the weighting to further emphasize cash generation to support long-term growth and value-creating actions for shareholders.

  105. 2024–2026 LTIP Performance Measures

    | PSU Performance Measure | Weight | Target(1) | Leadership Behaviors | | NEW: Cumulative AAOCF | 40% | — | Drives focus on cash generation during this critical period of transformation | | Relative TSR | 40% | 50th Percentile(2) | Focus on delivering shareholder returns that outperform our OEM peer group | | EBIT-adjusted Margin | 20% | — | Focus on pursuing profitable growth opportunities and driving higher margins on existing revenue bases |

  106. 2024–2026 LTIP Performance Measures

    (1)The performance targets for Cumulative AAOCF and EBIT-adjusted Margin are not being provided at this time, as providing this information would allow competitors insight into our business that could substantially harm our growth strategy. (2)Relative TSR is capped at target if GM’s TSR is negative over the performance period. The 2024–2026 PSUs vest and deliver following the completion of the three-year performance period beginning January 1, 2024, and can be earned at a level between 0 and 200 percent of target.

  107. How We Set LTIP Performance Targets

    How We Set LTIP Performance Targets As part of its robust target-setting process, the Compensation Committee evaluates the Company’s annual budget and long-term business plan and uses a range of internal and externally-communicated information to set PSU performance targets. Targets are set at the beginning of the three-year performance period in consideration of the Company’s annual budget and long-term business plan and a review of the prior year performance, as well as internal and external information on macroeconomic, regulatory and market conditions, demand expectations, competitive landscape, supply chain dynamics, and other factors that influence execution on our strategic priorities and overall performance. In the context of expectations at the time these targets are set, they are designed to be challenging and not lead to a guaranteed payout, while sufficiently attainable so as to motivate achievement. The Committee has determined not to publicly disclose specific performance targets for the EBIT-adjusted Margin and Cumulative AAOCF Measures, as this information is commercially sensitive and

  108. How We Set LTIP Performance Targets

    | 2025 Proxy Statement | 59 |

  109. ITEM 3 Proposal to Approve, on an Advisory Basis, Named Executive Officer Compensation

    ITEM 3 Proposal to Approve, on an Advisory Basis, Named Executive Officer Compensation providing it would allow competitors insight into our business that could substantially harm our growth strategy. The Committee set maximum performance for both metrics at levels which represent top quartile performance versus other OEMs. The threshold, target, and maximum will be disclosed at the conclusion of the performance period along with the payout result, and shareholders can more fully assess their rigor in the overall context of our performance at that time. To strengthen the link between financial performance and pay outcomes, the payout on the Relative TSR component of our PSUs is capped at target if GM’s TSR is negative over the performance period. Additionally, starting in 2025 the Committee increased the relative TSR percentile required for target payout to the 55th percentile of OEM peers, previously at the median performance, based on feedback received from shareholders in meetings held after our 2024 Annual Meeting.

  110. 2022-2024 LTIP Results

    2022-2024 LTIP Results The 2022-2024 PSUs vested on February 8, 2025 at 80% of target, based on Company performance for the three-year performance period beginning January 1, 2022 and ending December 31, 2024, against pre-established performance targets for EBIT-adjusted Margin, Relative TSR, and EV measures. Final LTIP performance approved by the Compensation Committee is displayed below.

  111. 2022-2024 LTIP Results

    | PSU Measure | Weight | Threshold | Target | Maximum | Performance Result | Payout | | EBIT-adjusted Margin(1) | 40% | 4.9% | 8.4% | 10.0% | 8.3% | 39% | | Relative TSR | 40% | 25th | 50th | 75th | 36th Percentile | 29% | | | | Percentile | | | | | | EV Measures(2) | 20% | (2) | | | 60% of target | 12% | | Performance Payout | | | | | | 80% of Target |

  112. 2022-2024 LTIP Results

    (1)Measure adjusted for incentive purposes. For a description of how EBIT-adjusted Margin is calculated, see Appendix A. (2)EV Measures are comprised of quantitative GMNA EV Volume, GMNA EV Launch Timing, and GMNA EV Launch Quality. The Committee has determined not to publicly disclose specific performance targets and payout results for these measures, as information regarding our EV strategy is commercially sensitive and disclosure could be competitively harmful. Performance against these measures was evaluated based on quantitative criteria established at the beginning of the performance period.

  113. Summary of Equity Performance Awards

    Summary of Equity 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 2024 fiscal year end, and the corresponding performance measures and weights.

  114. Summary of Equity Performance Awards

    | Award | Performance Period | Performance Measures and Weights | Potential Payouts(1) | Vest Date | | | | | | | | 2025 | 2026 | 2027 | | 2022-2024 PSUs | 3 Years 1/1/2022 to 12/31/2024 | 40% EBIT-adj Margin 40% Relative TSR 20% EV Measures(2) | 0-200% with Payout Cap(3) | 2/8/2025 (80% payout) | | | | 2023-2025 PSUs | 3 Years 1/1/2023 to 12/31/2025 | 40% EBIT-adj Margin 40% Relative TSR 20% EV Measures(2) | 0-200% with Payout Cap(3)) | 2/7/2026 | | | | 2024-2026 PSUs | 3 Years 1/1/2024 to 12/31/2026 | 40% Cumulative AAOCF 40% Relative TSR 20% EBIT-adj Margin | 0-200% with Payout Cap(3) | 2/6/2027 | | |

  115. Summary of Equity Performance Awards

    (1)The performance of each PSU award will be measured and determined at the end of the performance period. (2)EV Measures are comprised of GMNA EV Volume, GMNA EV Launch Timing, and GMNA EV Launch Quality (modifier). (3)Relative TSR is capped at target if GM’s TSR is negative over the performance period.

  116. How We Plan Compensation

    | GM Management •Makes recommendations regarding compensation structure and design •Provides input on individual performance and results against key business goals •Provides additional information as requested by the Compensation Committee | | Compensation Committee •Reviews and approves plan design, metrics, goals, and overall incentive compensation funding levels •Reviews and approves individual targets and actual compensation for our most senior leaders •Ensures alignment and integration of the Company’s sustainability goals and milestones into the executive compensation program | | Committee Consultant •Assists with peer group selection and analysis •Advises the Compensation Committee on competitive benchmarking for pay levels, practices, and governance trends •Reviews and advises on recommendations, plan design, and measures |

  117. Peer Group

    Peer Group

  118. Peer Group for 2024-2026 LTIP Performance (Relative TSR)

    Peer Group for 2024-2026 LTIP Performance (Relative TSR) 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 2024–2026 PSU awards, as they represent our global competition and are subject to similar macroeconomic forces that we believe impact our TSR.

  119. Peer Group for 2024-2026 LTIP Performance (Relative TSR)

    | 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 | |

  120. Peer Group for 2024-2026 LTIP Performance (Relative TSR)

    (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.

  121. Peer Group for Overall Compensation Benchmarking

    Peer Group for Overall Compensation Benchmarking The Compensation Committee annually reviews its peer group for overall compensation benchmarking comparisons (see table on the following page) and makes updates as needed to align with the established criteria and the Company’s strategy. We use this peer group to gather competitive market data on executive pay levels, executive compensation program design, and evolving trends in pay practices. This peer group is intended to reflect the full spectrum of industries from which we source talent to support the execution of our transformation strategy. Advancing our strategic priorities - particularly our S&S and AV strategies - increasingly demands that we source technology talent from outside our direct industry. As a result, our peer group includes peers from both our direct industry, as well as from the technology industry with which we increasingly compete for talent. The Compensation Committee believes it is important to consider this range of peers to ensure our compensation opportunities remain highly competitive to be able to attract the best talent. The Compensation Committee considered the following factors when selecting the peer group used to help establish 2024 target compensation levels for our NEOs:

  122. Peer Group for Overall Compensation Benchmarking

    | Set an Initial List of Companies Attributes: •Traded on a major U.S. stock exchange •GICS Industry: manufacturers and technology companies | | Screen Initial List with Established Financial Criteria Size Screen: •Revenue > $25B Business Screens: •Capital-intensive operations •Significant international revenue | | Apply Refining Criteria to Select the Final Peer Group Refining Criteria: •Technology-focused •Durable goods manufacturer •Strong branded consumer products •Comparable revenue •Comparable market capitalization •Comparable R&D as a percentage of revenue |

  123. Peer Group for Overall Compensation Benchmarking

    | 2025 Proxy Statement | 63 |

  124. ITEM 3 Proposal to Approve, on an Advisory Basis, Named Executive Officer Compensation

    | | Peer Group | | | | •3M Company •The Boeing Company •Caterpillar Inc. •Cisco Systems Inc. •Ford Motor Company •Honeywell International Inc. | | •HP Inc. •IBM Corporation •Intel Corporation •Johnson & Johnson •Microsoft Corporation •PepsiCo Inc. | •Pfizer Inc. •The Procter & Gamble Company •Raytheon Technologies Corporation •Tesla, Inc. |

  125. 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 (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.

  126. ITEM 3 Proposal to Approve, on an Advisory Basis, Named Executive Officer Compensation

    | | Mix of Pay Elements | Salary, STIP, PSUs, and RSUs 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, as described below. | | | Clawback and Cancellation Provisions | All awards are subject to our Policy on Recoupment of Incentive Compensation, as described below. In addition, cancellation provisions apply to all outstanding STIP and LTIP awards. |

  127. 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 |

  128. Policies and Practices Related to Timing of Equity Awards

    Policies and Practices Related to Timing of Equity Awards The Committee does not take into account material non-public information when determining the timing or terms of equity awards, nor do we time disclosure of material non-public information for the purpose of affecting the value of executive compensation. During fiscal 2024, the Company did not grant stock options (or similar awards) to any NEO during any period beginning four business days before and ending one business day after the filing of any periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of any current report on Form 8-K that disclosed material non-public information. More broadly, the Company has not awarded stock options (or similar awards) since fiscal 2023.

  129. Employment and Termination Agreements

    Employment and Termination Agreements The Company has no employment or pre-defined termination agreements with any of our 2024 NEOs. All NEOs participate in the General Motors LLC U.S. Executive Severance Program (the “Executive Severance Program”) filed as an exhibit to the Company’s 2024 Form 10-K.

  130. Summary Compensation Table

    Summary Compensation Table

  131. 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 | 2024 | 2,100,000 | — | 19,500,028 | — | 6,668,000 | — | 1,228,609 | 29,496,637 | | | 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 | | Paul A. Jacobson Executive Vice President and Chief Financial Officer | 2024 | 1,200,000 | — | 9,300,002 | — | 2,381,400 | — | 232,005 | 13,113,407 | | | 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 | | Mark L. Reuss President | 2024 | 1,350,000 | — | 13,962,535 | — | 2,679,100 | — | 465,362 | 18,456,997 | | | 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 | | Michael Abbott Advisor, Former Executive Vice President, Software | 2024 | 309,091 | — | 11,300,021 | — | — | — | 441,700 | 12,050,812 | | | 2023 | 488,889 | 1,500,000 | 17,000,001 | — | 1,350,000 | — | 49,197 | 20,388,087 | | Craig B. Glidden Strategic Advisor and Former Executive Vice President | 2024 | 1,100,000 | — | 7,025,013 | — | 2,021,300 | — | 286,080 | 10,432,393 | | | 2023 | 893,750 | — | 6,898,406 | 1,632,807 | 1,856,300 | — | 221,674 | 11,502,937 | | Rory V. Harvey Executive Vice President and President, Global Markets | 2024 | 850,000 | — | 7,087,519 | — | 1,718,100 | — | 153,808 | 9,809,427 |

  132. Summary Compensation Table

    (1)Titles reflect position as of December 31, 2024. Mr. Harvey was not a NEO in 2023 or 2022. Mr. Abbott and Mr. Glidden were not NEOs in 2022. (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 was not paid. (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 Cumulative AAOCF. The assumptions used for the Monte Carlo valuation of the Relative TSR portion of the PSUs are summarized below:

  133. Summary Compensation Table

    | Grant Date | Stock Price | Implied Volatility | Risk-Free Interest Rate | Valuation Price | Valuation Price as a Percent of Target | | 2/6/2024 | $38.03 | 31% | 4.16% | $54.61 | 143.6% |

  134. 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 2024–2026 performance period is 200% of PSUs granted. If the maximum level of performance is achieved, the grant date fair values for the 2024 PSUs would be $29,250,000 (Ms. Barra), $13,950,000 (Mr. Jacobson), $20,943,750 (Mr. Reuss), $10,537,500 (Mr. Glidden), and $10,631,250 (Mr. Harvey). Upon his resignation, Mr. Abbott forfeited all outstanding equity awards. (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. No stock options were granted to NEOs in 2024. (5)All NEOs were eligible for a payment under the STIP for 2024 performance based on the Company’s achievement of annual performance goals, which can be modified for individual performance results. Individual performance decisions for each NEO are determined by the Compensation Committee; results are discussed beginning on page 57. (6)These amounts represent the actuarial change in the present value of the NEO’s accrued benefit for 2024 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-

  135. Summary Compensation Table

    | 2025 Proxy Statement | 69 |

  136. Grants of Plan-Based Awards

    Grants of Plan-Based Awards STIP awards for the 2024 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 Cumulative AAOCF, Relative TSR, and EBIT-adjusted Margin over a three-year performance period from January 1, 2024, to December 31, 2026. RSUs vest ratably over a three-year period.

  137. 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 | 1/1/2024 | 12/7/2023 | 262,500 | 4,200,000 | 8,400,000 | | | | | | | | | | PSU | 2/6/2024 | 12/7/2023 | | | | 33,786 | 337,863 | 675,726 | | | | 14,625,000 | | | RSU | 2/6/2024 | 12/7/2023 | | | | | | | 128,189 | | | 4,875,028 | | Paul A. Jacobson | STIP | 1/1/2024 | 12/7/2023 | 93,750 | 1,500,000 | 3,000,000 | | | | | | | | | | PSU | 2/6/2024 | 12/7/2023 | | | | 16,114 | 161,135 | 322,270 | | | | 6,975,000 | | | RSU | 2/6/2024 | 12/7/2023 | | | | | | | 61,136 | | | 2,325,002 | | Mark L. Reuss | STIP | 1/1/2024 | 12/7/2023 | 105,469 | 1,687,500 | 3,375,000 | | | | | | | | | | PSU | 2/6/2024 | 12/7/2023 | | | | 24,192 | 241,918 | 483,836 | | | | 10,471,875 | | | RSU | 2/6/2024 | 12/7/2023 | | | | | | | 91,787 | | | 3,490,660 | | Michael Abbott(2) | STIP | 1/1/2024 | 12/7/2023 | 93,750 | 1,500,000 | 3,000,000 | | | | | | | | | | PSU | 2/6/2024 | 12/7/2023 | | | | 19,579 | 195,787 | 391,574 | | | | 8,475,000 | | | RSU | 2/6/2024 | 12/7/2023 | | | | | | | 74,284 | | | 2,825,021 | | Craig B. Glidden | STIP | 1/1/2024 | 12/7/2023 | 85,938 | 1,375,000 | 2,750,000 | | | | | | | | | | PSU | 2/6/2024 | 12/7/2023 | | | | 12,172 | 121,717 | 243,434 | | | | 5,268,750 | | | RSU | 2/6/2024 | 12/7/2023 | | | | | | | 46,181 | | | 1,756,263 | | Rory V. Harvey | STIP | 1/1/2024 | 12/7/2023 | 66,406 | 1,062,500 | 2,125,000 | | | | | | | | | | PSU | 2/6/2024 | 12/7/2023 | | | | 12,280 | 122,800 | 245,600 | | | | 5,315,625 | | | RSU | 2/6/2024 | 12/7/2023 | | | | | | | 46,592 | | | 1,771,894 |

  138. Grants of Plan-Based Awards

    (1)This column shows the aggregate grant date fair value of equity awards granted to the NEOs in 2024. The aggregate grant date fair value is the amount that the Company expects to expense in its financial statements over the vesting schedule. All grant date fair values have been computed in accordance with FASB ASC Topic 718. (2)Upon his resignation, Mr. Abbott forfeited all outstanding equity awards. Further, he did not receive a 2024 STIP payout.

  139. Grants of Plan-Based Awards

    | 2025 Proxy Statement | 71 |

  140. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  141. 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 | 2/6/2024 | | | | | 128,189(2) | 6,828,628 | 337,863(7) | 17,997,962(9) | | | 2/7/2023 | 122,457 | 244,914(3) | 41.40 | 2/7/2033 | | | 322,085(8) | 17,157,468(10) | | | 2/8/2022 | 185,503 | 92,751(4) | 49.46 | 2/8/2032 | 229,541(5) | 12,227,649 | | | | Paul A. Jacobson | 2/6/2024 | | | | | 61,136(2) | 3,256,715 | 161,135(7) | 8,583,661(9) | | | 2/7/2023 | 51,809 | 103,617(3) | 41.40 | 2/7/2033 | | | 136,267(8) | 7,258,943(10) | | | 2/8/2022 | 68,018 | 34,009(4) | 49.46 | 2/8/2032 | 84,166(5) | 4,483,523 | | | | Mark L. Reuss | 2/6/2024 | | | | | 91,787(2) | 4,889,493 | 241,918(7) | 12,886,972(9) | | | 2/7/2023 | 87,683 | 175,364(3) | 41.40 | 2/7/2033 | | | 230,621(8) | 12,285,181(10) | | | 2/8/2022 | 94,773 | 47,386(4) | 49.46 | 2/8/2032 | 117,272(5) | 6,247,079 | | | | Michael Abbott(11) | | | | | | | | | | | Craig B. Glidden | 2/6/2024 | | | | | 46,181(2) | 2,460,062 | 121,717(7) | 6,483,865(9) | | | 12/13/2023 | | | | | 58,841(6) | 3,134,460 | | | | | 2/7/2023 | | 82,030(3) | 41.40 | 2/7/2033 | | | 107,877(8) | 5,746,608(10) | | | 2/8/2022 | 47,862 | 23,931(4) | 49.46 | 2/8/2032 | 59,224(5) | 3,154,862 | | | | Rory V. Harvey | 2/6/2024 | | | | | 46,592(2) | 2,481,956 | 122,800(7) | 6,541,556(9) | | | 7/3/2023 | | | | | | | 94,110(8) | 5,013,240(10) | | | 2/7/2023 | | 11,304(3) | 41.40 | 2/7/2033 | | | 14,866(8) | 791,912(10) | | | 2/8/2022 | | 4,459(4) | 49.46 | 2/8/2032 | 11,036(5) | 587,888 | | |

  142. 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, 2024, which was $53.27. (2)RSU awards granted on February 6, 2024, and vest ratably each February 6 of 2025, 2026, and 2027. (3)Stock options granted on February 7, 2023, vest ratably each February 7 of 2024, 2025, and 2026. (4)Stock options granted on February 8, 2022, vest ratably each February 8 of 2023, 2024, and 2025. (5)2022-2024 PSU awards granted on February 8, 2022, cliff-vested on February 8, 2025, upon determination of results for the performance period January 1, 2022–December 31, 2024. The final performance of the 2022–2024 PSU award was 80% and is discussed on page 59. (6)RSU awards granted to Mr. Glidden on December 13, 2023, vest in full on December 13, 2025. (7)2024-2026 PSU awards granted on February 6, 2024, cliff-vest on February 6, 2027, upon determination of results for the performance period January 1, 2024 - December 31, 2026. (8)2023-2025 PSU awards granted on February 7, 2023, and July 3, 2023, cliff-vest on February 7, 2026, upon determination of results for the performance period January 1, 2023–December 31, 2025. (9)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 2024–2026 PSUs granted on February 6, 2024, outstanding as of December 31, 2024, for Ms. Barra is 675,726 ($35,995,924); for Mr. Jacobson is 322,270 ($17,167,323); for Mr. Reuss is 483,836 ($25,773,944); for Mr. Glidden is 243,434 ($12,967,729); and for Mr. Harvey is 245,600 and ($13,083,112). (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, and July 3, 2023, outstanding as of December 31, 2024, for Ms. Barra is 644,170 ($34,314,936); for Mr. Jacobson is 272,534 ($14,517,886); for Mr. Reuss is 461,242 ($24,570,361); for Mr. Glidden is 215,754 ($11,493,216); and for Mr. Harvey is 217,952 ($11,610,303). (11)Upon his resignation, Mr. Abbott forfeited all outstanding equity awards.

  143. Outstanding Equity Awards at Fiscal Year-End

    | 72 | |

  144. Option Exercises and Stock Vested

    Option Exercises and Stock Vested

  145. 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 | 1,066,269 | 13,336,126 | 167,586 | 6,485,578 | | Paul A. Jacobson | — | — | 55,862 | 2,161,859 | | Mark L. Reuss | 122,283 | 1,682,971 | 71,025 | 2,748,668 | | Michael Abbott(3) | — | — | — | — | | Craig B. Glidden | 331,561 | 6,055,279 | 39,903 | 1,544,246 | | Rory V. Harvey | 29,178 | 368,632 | 5,683 | 219,932 |

  146. 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. (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. (3)Upon his resignation, Mr. Abbott forfeited all outstanding equity awards.

  147. Option Exercises and Stock Vested

    | 2025 Proxy Statement | 73 |

  148. Pension Benefits

    Pension Benefits

  149. GM Salaried Retirement Plan

    GM Salaried Retirement Plan Eligibility and Vesting: The 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, 2024, 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 2024, the maximum single life annuity an NEO could have received under these limits was $275,000 per year. This ceiling is actuarially adjusted in accordance with IRS rules to reflect employee contributions, actual forms of distribution, and actual retirement dates.

  150. UK VML Pension Plan

    UK VML Pension Plan Eligibility and Vesting: The Vauxhall Motors Pension Plan (“UK VML Plan”) is a funded defined benefit plan open to all GM United Kingdom employees prior to October 2012, when it closed to new entrants. Benefit Formula: Service Prior to May 31, 2009: The UK VML Plan gave an annual pension equal to 1/55th times pensionable service times Final Pensionable Pay. Pensionable Pay is defined as basic pay less the lower earnings limit. Service from June 1, 2009: An annual pension equal to 1/60th times pensionable service times Final Pensionable Pay. Increases in pensionable pay is limited to the rate of retail price index inflation annually other than for one off increases due to promotions. Time and Form of Payment: Normal retirement age under the plan is age 65. Deferred members can take their pension from age 55 subject to a reduction, using the plan’s early retirement factors.

  151. UK VML Pension Plan

    | 2025 Proxy Statement | 75 |

  152. 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, 2024, balances for the nonqualified deferred compensation plan and any contributions, earnings, or withdrawals during the year.

  153. 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 2024 Fiscal Year End(3) ($) | | Mary T. Barra | DC ERP | — | 546,000 | 589,403 | — | 7,138,327 | | Paul A. Jacobson | DC ERP | — | 161,700 | 47,453 | — | 584,302 | | Mark L. Reuss | DC ERP | — | 274,579 | 296,340 | — | 3,376,953 | | Michael Abbott | DC ERP | — | 58,018 | 1,057 | (72,455) | — | | Craig B. Glidden | DC ERP | — | 172,794 | 103,723 | — | 1,385,047 | | Rory V. Harvey | DC ERP | — | 113,328 | 29,913 | — | 390,499 |

  154. Nonqualified Deferred Compensation Plan

    (1)The amounts shown are included in All Other Compensation in the Summary Compensation Table. (2)The amounts shown are not reported in Change in Pension Value and Nonqualified Deferred Compensation Earnings in the Summary Compensation Table because we do not pay above-market earnings on deferred compensation in retirement plans. (3)The following amounts have been included in the Summary Compensation Table in prior years: $4,340,304 (Ms. Barra), $349,654 (Mr. Jacobson), $2,042,722 (Mr. Reuss), $12,711 (Mr. Abbott), and $246,860 (Mr. Glidden).

  155. Nonqualified Deferred Compensation Plan

    | 2025 Proxy Statement | 77 |

  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, 2024, 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 73 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 salary, Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) premiums, 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.

  157. Potential Payments Upon Termination

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  158. CEO Pay Ratio

    CEO Pay Ratio Our CEO, who leads our global workforce of 162,000 employees (97,000 located in the United States and 65,000 non-U.S. employees) as of December 31, 2024, earned $29,496,637 in total compensation in 2024 as reported in the Summary Compensation Table. To identify our new median employee for 2024, we: 1.Excluded all employees (6,660) in the following 29 countries under the SEC’s 5 percent de minimis exemption: Argentina (1,271), Australia (190), Chile (225), China (1,103), Colombia (502), Ecuador (130), Egypt (591), France (16), Germany (117), India (320), Indonesia (8), Ireland (392), Israel (681), Italy (1), Japan (39), New Zealand (14), Norway (1), Peru (43), Philippines (568), Singapore (3), South Africa (4), Sweden (9), Switzerland (120), Taiwan (9), Thailand (40), United Arab Emirates (202), United Kingdom (47), Uruguay (8), and Uzbekistan (6); 2.Calculated year-to-date payroll as of November 1, 2024, for all employees excluding the CEO; 3.Identified the middle 51 employees using year-to-date payroll converted to U.S. dollars as a consistently applied compensation measure; 4.Calculated annual total compensation for the 51 middle employees based on the same SEC requirements that apply to determine total compensation in the Summary Compensation Table; and 5.Re-ranked all middle 51 employees and selected the median employee. At GM, we believe that fair and equitable pay is an essential element of any successful organization, and we invest in our employees with market-competitive pay and benefits. We compensate our employees to create alignment with the short-term and long-term goals tied to the success of the Company and with our vision of zero crashes, zero emissions, and zero congestion. Based on our calculation, we can reasonably estimate that our median employee earned $95,111 in 2024. The ratio of our CEO’s compensation to that of our median employee is estimated to be 310:1. 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.

  159. CEO Pay Ratio

    | 2025 Proxy Statement | 81 |

  160. 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 45.

  161. Pay Versus Performance

    | Year | Summary Compensation Table Total for CEO(1) ($) | CAP to CEO(3) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(2) ($) | Average CAP to Non-CEO NEOs(3) ($) | Value of Initial Fixed $100 Investment Based On: | | Net Income(6) ($B) | EBIT- adjusted(7) ($B) | | | | | | | TSR(4) ($) | Peer Group TSR(5) ($) | | | | 2024 | 29,496,637 | 65,519,064 | 12,772,607 | 20,502,315 | 152 | 183 | 5.963 | 14.934 | | 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 |

  162. Pay Versus Performance

    (1)Ms. Barra served as our CEO in 2024, 2023, 2022, 2021, and 2020. (2)Non-CEO NEOs in 2024 included Messrs. Jacobson, Reuss, Abbott, Glidden, and Harvey. 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). (3)Reflects CAP values computed in accordance with Item 402(v) of Regulation S-K and FASB ASC Topic 718.

  163. Pay Versus Performance

    | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | | | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | CEO | Average Non-CEO NEOs | | SCT Total | 29,496,637 | 12,772,607 | 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 | (19,500,028) | (9,735,018) | (14,625,000) | (10,139,445) | (14,625,000) | (5,470,294) | (14,582,198) | (5,069,059) | (13,093,722) | (3,793,686) |

  164. Pay Versus Performance

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