DEF 14A of General Motors Co

Filed Apr 20, 2026 · FY20250001467858-26-000022

Open on EDGAR

April 20, 2026
| Executive Compensation Tables | | 62 | | CEO Pay Ratio | | 73 | | Pay Versus Performance | | 74 | | Equity Compensation Plan Information | | 77 | | | | | | | ITEM: 4 Proposal to Approve, on an Advisory Basis, the Frequency of Future Advisory Votes on Named Executive Officer Compensation | 78 | | | | | | | ITEM: 5 Proposal to Approve Amendment No. 2 to the Company’s 2020 Long-Term Incentive Plan to Increase the Number of Shares Available for Issuance Thereunder | 79 | | Stewardship Engagement Process and Oversight | | 90 | | Oversight of Other Stewardship Topics | | 91 | | Shareholder Proposals | | 92 | | | | | | | ITEM: 6 Shareholder Proposal Regarding Separation of Chair and CEO Roles | 93 | | Board Response | | 94 | | | | | | | ITEM: 7 Shareholder Proposal Requesting a Report on Human Rights Standards for Indigenous Peoples | 95 | | Board Response | | 96 | | Security Ownership Information | | 97 | | Security Ownership of Directors, Named Executive Officers, and Certain Other Beneficial Owners | | 97 | | Delinquent Section 16(a) Reporting | | 98 | | General Information About the Annual Meeting | | 99 | | Defined Terms, Commonly Used Acronyms, and Cautionary Statements | | 104 | | Appendix A: Non-GAAP Financial Measures | | A-1 | | Appendix B: Amendment No. 2 to the General Motors Company 2020 Long-Term Incentive Plan | | B-1 |
Election of Directors
Election of Directors
Snapshot of 2026 Board Nominees
Snapshot of 2026 Board Nominees
Snapshot of 2026 Board Nominees
| | Mary T. Barra Age: 64 Director since: 2014 | | Wesley G. Bush Age: 65 Director since: 2019 | | Joanne C. Crevoiserat Age: 62 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 | |
Snapshot of 2026 Board Nominees
| | Joseph Jimenez Age: 66 Director since: 2015 | | Alfred F. Kelly, Jr. Age: 67 Director since: 2024 | | Jonathan McNeill Age: 58 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 | |
Snapshot of 2026 Board Nominees
| | Judith A. Miscik Age: 67 Director since: 2018 | | Patricia F. Russo Age: 73 Director since: 2009 | | Mark A. Tatum Age: 56 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 | |
Snapshot of 2026 Board Nominees
| | Jan E. Tighe Age: 63 Director since: 2023 | | Devin N. Wenig Age: 59 Director since: 2018 | | Retired Vice Admiral, U.S. Navy | | Co-Founder and Chief Executive Officer, Symbolic.ai | | | Committee memberships: AC | RC | | Committee memberships: EC | CC | |
Snapshot of 2026 Board Nominees
| AC – Audit Committee EC – Executive Committee | CC – Executive Compensation Committee FC – Finance Committee | GC – Governance and Corporate Responsibility Committee RC – Risk and Cybersecurity Committee | g – Committee Chair |
Snapshot of 2026 Board Nominees
| 2026 Proxy Statement | 3 |
Annual Election of Directors
Annual Election of Directors At the Annual Meeting, 11 directors will be nominated for election to GM’s Board of Directors. The Governance and Corporate Responsibility Committee (the “Governance Committee”) evaluated the nominees in accordance with the Committee’s charter and our Corporate Governance Guidelines and submitted the nominees to the Board for approval. The Board believes that the director nominees’ diverse backgrounds, attributes, and experiences provide valuable insights for the Board’s oversight of the Company. All of the 11 director nominees were previously elected at the 2025 annual meeting. Further information on the Board’s composition, as well as each nominee’s qualifications and relevant experience, is provided on the following pages. If elected, the director nominees will serve on the Board until the next annual meeting of shareholders, or until their earlier resignation or removal. If any nominee becomes unable to serve, proxies will be voted for the election of such other person as the Board may designate, unless the Board chooses to reduce the number of directors standing for election. Each of the nominees has consented to being named in this Proxy Statement and serving on the Board, if elected.
Annual Election of Directors
| | The Board recommends a vote FOR each of the nominees identified in this Proxy Statement. |
Annual Election of Directors
| 2026 Proxy Statement | 5 |
ITEM 1 Annual Election of Directors
ITEM 1 Annual Election of Directors
Board Membership Criteria, Refreshment, and
Board Membership Criteria, Refreshment, and
Succession Planning
Succession Planning The selection of qualified directors is fundamental to the Board’s effective oversight of GM’s strategy and enterprise risks. The Board seeks directors who bring diverse perspectives and a broad range of skills and professional experiences, and who represent the long‑term interests of shareholders. Director recruitment priorities evolve based on the Company’s strategic needs, ensuring the Board remains a strategic asset capable of overseeing and supporting management as it addresses emerging risks, trends, and opportunities. Recent additions have strengthened the skill set and dynamics of the Board. Examples include adding marketing, brand, and customer experience expertise with Mark Tatum (2021); auto industry, financial, marketing, brand, and technology expertise with Joanne Crevoiserat and Jonathan McNeill (2022); cybersecurity, risk management, and technology expertise with Vice Admiral (Retired) Jan Tighe (2023); and financial, risk management, and cybersecurity expertise with Alfred (“Al”) F. Kelly, Jr. (2024).
Succession Planning
| Corporate Governance Spotlight: Ongoing Succession Planning As part of its ongoing oversight of Board composition, the Governance Committee reviews director succession planning at each of its meetings to support effective Board and committee leadership. In 2025, this process informed committee leadership rotations, including the appointments of Jami Miscik as Chair of the Risk and Cybersecurity Committee, Wes Bush as Chair of the Audit Committee, and Devin Wenig as Chair of the Executive Compensation Committee. |
Succession Planning
In evaluating potential director candidates, the Governance Committee considers, among other factors, the criteria included on the skills matrix on page 7, 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. As part of the annual governance review, the Committee recommended and the Board approved updates to the Corporate Governance Guidelines in December to reflect the evolving needs of the Board and to remain aligned with prevailing governance best practices. These updates included the rule that non-employee directors will not stand for election after reaching age 75 and the adoption of a 20‑year term limit for director service. Any exceptions to these rules require approval by the Board. At this time, the Board has not approved any exceptions to its retirement age and term-limit.
Succession Planning
| 6 | |
ITEM 1 Annual Election of Directors
ITEM 1 Annual Election of Directors
2026 Board Nominee Skills and Statistics
2026 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. 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, 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.
2026 Board Nominee Skills and Statistics
| 7 Years Average Tenure | 64 Years Average Age |
Nominee Skills
Nominee Skills
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 |
Nominee Skills
| 2026 Proxy Statement | 7 |
ITEM 1 Annual Election of Directors
ITEM 1 Annual Election of Directors
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 this analysis, 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 page 8. 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.
Board Experience and Expertise
| | | | | | | | | | | | | | | | Cyber | | ¢ | | | ¢ | ¢ | | | | ¢ | | | | Environmental | | ¢ | ¢ | ¢ | | ¢ | | | | | | | | Finance | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | | | ¢ | | | Global | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | | | Governance | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | | | Industry | ¢ | | | | | ¢ | | | | | | | | Manufacturing | ¢ | ¢ | ¢ | ¢ | | ¢ | | ¢ | | | | | | Marketing | | | ¢ | ¢ | ¢ | ¢ | | ¢ | ¢ | | ¢ | | | Public Company CEO | ¢ | ¢ | ¢ | ¢ | ¢ | | | ¢ | | | ¢ | | | Risk Management | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | | | Social | ¢ | ¢ | ¢ | | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | ¢ | | | Technology | ¢ | ¢ | | | ¢ | ¢ | ¢ | ¢ | | ¢ | ¢ |
Board Experience and Expertise
| 8 | |
ITEM 1 Annual Election of Directors
ITEM 1 Annual Election of Directors
Skills Key
Skills Key
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 |
Skills Key
| 2026 Proxy Statement | 9 |
ITEM 1 Annual Election of Directors
ITEM 1 Annual Election of Directors
Director Nominee Biographies
Director Nominee Biographies
Director Nominee Biographies
| Director since: 2014 Committees: Executive (Chair) | Mary T. Barra | 64 Chair and CEO, General Motors Company | | | | | Experience: Ms. Barra is Chair and CEO of General Motors. She has served as Chair of the Board 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 | | In 2025, how was the Company able to achieve its highest full-year market share in a decade? | | | | Q | | | | | | It starts with having great products that customers love — and I believe our current vehicle portfolio is the best that it’s ever been. The management team has also been laser focused on keeping inventory and incentives low, which, when combined with strong pricing and demand, has driven strong profitability in our core business. With our compelling vehicles, technology-driven services, and operating discipline, 2026 should be an even better year for GM. | | | | A | | | | | | | | Favorite GM Vehicle GMC Sierra LD Coming Soon | | | | | Skillset: Finance Global Governance Industry Manufacturing Public Company CEO Risk Management Social Technology | | | |
Director Nominee Biographies
| Director since: 2009 Committees: Compensation Executive Finance Governance (Chair) | Patricia F. Russo | 73 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 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. She 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 be responsive to 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 Independent Lead Director, how do you help channel effective lines of communication between management and the Board? | | | | Q | | | | | | One example of how I foster collaborative but direct communication is by leading executive sessions at each Board meeting, where I gather feedback from my colleagues and then take that collective feedback and ensure alignment with management by meeting 1:1 with Mary, our Chair and CEO. These exchanges help shape our meeting agendas and the Company’s strategic priorities. | | | | A | | | | | | | | Favorite Current GM Vehicle Cadillac Vistiq | | | | | Skillset: Finance Global Governance Manufacturing Marketing Public Company CEO Risk Management Social Technology | | | |
Director Nominee Biographies
| 10 | |
ITEM 1 Annual Election of Directors
ITEM 1 Annual Election of Directors
ITEM 1 Annual Election of Directors
| Director since: 2019 Committees: Audit (Chair) Compensation Executive Finance | Wesley G. Bush | 65 Retired Chairman and CEO, Northrop Grumman Corporation | | | | | Experience: Mr. Bush served as Chairman of Northrop Grumman’s board of directors from 2011 to 2019 and as the CEO 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 experience managing key governance issues, including risk management and executive compensation plan design. Mr. Bush maintains his science and technology expertise, which benefits the Company, as a member of the National Academy of Engineering. Other Public Company Directorships: Dow Inc. and GE Aerospace Prior Public Company Directorships (Past Five Years): Cisco Systems, Inc. | | What are examples of actions the Audit Committee takes to ensure robust oversight for shareholders? | | | | Q | | | | | | As a Committee, we regularly provide our feedback on financial disclosures with the expectation that the Company will be clear and transparent in providing important information to our shareholders. We also meet in private sessions with our external auditor, and management, including leaders from Controllership, Audit Services, and Compliance, to ensure we stay closely informed on internal controls and key functional areas. | | | | A | | | | | | | | Favorite Current GM Vehicle Chevrolet Suburban | | | | | Skillset: Cyber Environmental Finance Global Governance Manufacturing Public Company CEO Risk Management Social Technology | | | |
ITEM 1 Annual Election of Directors
| Director since: 2022 Committees: Audit Finance Governance | Joanne C. Crevoiserat | 62 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 expertise in overseeing complex global supply chains and navigating geopolitical, trade, and environmental risks, 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): None | | How does the Board help shape the Company’s supply chain initiatives? | | | | Q | | | | | | The Board frequently discusses aspects related to the Company’s supply chain, including material costs, logistics, and resiliency. As part of the Governance Committee’s oversight, the Committee regularly discusses sustainability strategy focused on how it can improve business performance across GM’s footprint — even down to considerations around sourcing alternative materials. | | | | A | | | | | | | | Favorite Current GM Vehicle Cadillac Lyriq V | | | | | Skillset: Environmental Finance Global Governance Manufacturing Marketing Public Company CEO Risk Management Social | | | |
ITEM 1 Annual Election of Directors
| 2026 Proxy Statement | 11 |
ITEM 1 Annual Election of Directors
ITEM 1 Annual Election of Directors
ITEM 1 Annual Election of Directors
| Director since: 2015 Committees: Compensation Executive Finance (Chair) Risk and Cybersecurity | Joseph Jimenez | 66 Co-Founder and Managing Director, Aditum Bio | | | | | Experience: Since 2019, Mr. Jimenez has served as Co-Founder and Managing Director 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, which he utilizes to lead oversight of capital allocation decisions, helping to ensure disciplined investment and long‑term value creation. Other Public Company Directorships: The Procter & Gamble Company Prior Public Company Directorships (Past Five Years): Century Therapeutics, Inc. and Graphite Bio | | How does the Finance Committee help oversee the Company’s capital allocation strategy? | | | | Q | | | | | | The Finance Committee evaluates capital expenditures that require Board approval, including vehicle programs, to ensure they continue to yield strong financial returns. Our oversight has helped the Company develop a capital allocation framework with a commitment to return excess cash to shareholders — and under that framework we have returned over $26 billion, through share repurchases and dividends, since 2023. | | | | A | | | | | | | | Favorite Current GM Vehicle Cadillac Escalade IQ | | | | | Skillset: Environmental Finance Global Governance Manufacturing Marketing Public Company CEO Risk Management | | | |
ITEM 1 Annual Election of Directors
| Director since: 2024 Committees: Audit Risk and Cybersecurity | Alfred F. Kelly, Jr. | 67 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 Visa’s 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. | | How does the Audit Committee oversee the Company’s compliance culture? | | | | Q | | | | | | The Committee regularly reviews the Company’s compliance program and ethical culture. We engage with management on key compliance matters and the effectiveness of the Company’s approach to ethics and integrity across the organization. This is evident through Ethisphere recognizing GM for the seventh consecutive year as one of the World’s Most Ethical Companies, and our recent modernization and comprehensive refresh to the Company’s Code of Conduct. | | | | A | | | | | | | | Favorite Current GM Vehicle GMC Acadia | | | | | Skillset: Cyber Finance Global Governance Marketing Public Company CEO Risk Management Social Technology | | | |
ITEM 1 Annual Election of Directors
| 12 | |
ITEM 1 Annual Election of Directors
ITEM 1 Annual Election of Directors
ITEM 1 Annual Election of Directors
| Director since: 2022 Committees: Governance Risk and Cybersecurity | Jonathan McNeill | 58 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 new business models, software architecture, and cybersecurity. Through his experience in positions of senior leadership, he has founded and scaled multiple technology and retail companies. In addition, Mr. McNeill has emissions, product design, and lifecycle management experience, which he gained through years of advocacy for EV adoption. Other Public Company Directorships: Lululemon Athletica Inc. Prior Public Company Directorships (Past Five Years): None | | | | | | Q | Emerging businesses like GM Energy are part of the Company’s growth strategy. What drove your decision to install a GM Energy Home System? | | | | | The GM Energy Home System is a great product and the prospect of pulling energy from the grid during low-cost periods, storing it in my vehicle’s battery or GM Energy PowerBank, and then discharging that energy into my home at high-cost periods, was a real differentiator. GM Energy offers a unique set of integrated products and solutions to help make home energy management and EV ownership more reliable and cost effective — and I’m excited about its future growth. | | | | A | | | | | | | | Favorite Current GM Vehicle Chevrolet Silverado EV Trail Boss | | | | | Skillset: Cyber Environmental Finance Global Governance Industry Manufacturing Marketing Risk Management Social Technology | | | |
ITEM 1 Annual Election of Directors
| Director since: 2018 Committees: Executive Finance Risk and Cybersecurity (Chair) | Judith A. Miscik | 67 Senior Advisor, Lazard Geopolitical Advisory Group | | | | | Experience: Ms. Miscik is a Senior Advisor at Lazard Geopolitical Advisory Group. 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. Drawing on her deep experience in geopolitical and international affairs, she provides strategic insight on key issues affecting the Company, including global markets and supply chain dynamics. Other Public Company Directorships: Morgan Stanley and HP Inc. Prior Public Company Directorships (Past Five Years): None | | What are the current priorities for the Risk and Cybersecurity Committee? | | | | Q | | | | | | In 2026, the Committee is focused on risks across our enterprise, including our cyber risk management strategies, product technology, data security, product safety, the global supply chain, and emerging risks on the horizon. Our priorities also include broader risk management updates to ensure GM is equipped with the right processes, talent, and culture to manage risks as we pursue our strategic objectives. | | | | A | | | | | | | | Favorite Current GM Vehicle Cadillac Optiq | | | | | Skillset: Finance Global Governance Risk Management Social Technology | | | |
ITEM 1 Annual Election of Directors
| 2026 Proxy Statement | 13 |
ITEM 1 Annual Election of Directors
ITEM 1 Annual Election of Directors
ITEM 1 Annual Election of Directors
| Director since: 2021 Committees: Audit Governance | Mark A. Tatum | 56 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 labor relations, brand development, 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 | | What role has the Board played in Cadillac’s Formula 1 strategy? | | | | Q | | | | | | A few years ago, we toured the Company’s Motorsports headquarters in North Carolina and the Board has been very excited about the Formula 1 opportunity. Now that we have started racing, Mark Reuss, GM President, provides regular updates to showcase adjacent enterprise and brand integration opportunities that the Formula 1 entry is creating. The Board regularly tracks how the F1 program is performing relative to its goals and benchmarks. | | | | A | | | | | | | | Favorite Current GM Vehicle Cadillac Vistiq | | | | | Skillset: Global Governance Marketing Risk Management Social | | | |
ITEM 1 Annual Election of Directors
| Director since: 2023 Committees: Audit Risk and Cybersecurity | Jan E. Tighe | 63 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 technological transformation provides valuable insights that are essential to the Company as it continues to make progress on new technologies, like EV, autonomous driving, and software offerings. 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. | | The Company made changes to its manufacturing footprint last year and invested in its U.S. plants. As a Board member, how do you help oversee the manufacturing process? | | | | Q | | | | | | The Board has periodic opportunities to tour our manufacturing facilities. We believe that the future of transportation will be shaped by the Company’s innovation and manufacturing expertise, like the introduction of new co-bots to support our team members’ productivity and safety. The Board encourages management to find ways to build affordable vehicles in the U.S. and support local economies, so our customers continue to have access to a broad range of vehicles they love. | | | | A | | | | | | | | Favorite Current GM Vehicle Chevrolet Corvette ZRX1 | | | | | Skillset: Cyber Global Governance Risk Management Social Technology | | | |
ITEM 1 Annual Election of Directors
| 14 | |
ITEM 1 Annual Election of Directors
ITEM 1 Annual Election of Directors
ITEM 1 Annual Election of Directors
| Director since: 2018 Committees: Compensation (Chair) Executive | Devin N. Wenig | 59 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 Marketplace 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, including artificial intelligence, 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 | | Software and Services is critical to the Company’s strategy. How does the Board help attract and retain the skills needed to execute this strategy? | | | | Q | | | | | | One of our biggest priorities as a Board — and for the Executive Compensation Committee in particular — is to design executive compensation plans that attract and retain top talent, including from the technology industry, to help execute the Company’s software and AV strategy. We believe that our compensation plans do just that and are one of the key enablers behind the Company’s strong performance and improved software offerings. | | | | A | | | | | | | | Favorite Current GM Vehicle Chevrolet Blazer EV | | | | | Skillset: Finance Global Governance Marketing Public Company CEO Risk Management Social Technology | | | |
ITEM 1 Annual Election of Directors
| 2026 Proxy Statement | 15 |
ITEM 1 Annual Election of Directors
ITEM 1 Annual Election of Directors
Director Nomination Process
Director Nomination Process
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. The Board currently has 11 directors. 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.
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. The Governance Committee completed its annual assessment in February 2026 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 2025. Moreover, prior to retirement, Linda R. Gooden and Thomas M. Schoewe were independent during their service on our Board in 2025. 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.
Director Service on Other Public Company Boards
Director Service on Other Public Company Boards The Board recognizes that service on other public company boards provides directors valuable experience that benefits the Company. The Board also believes, however, that it is critical that directors dedicate sufficient time to their service on the Company’s Board. Directors are expected to advise the 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.
Director Service 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 of a director’s time and availability. |
Director Service on Other Public Company Boards
| 16 | |
ITEM 1 Annual Election of Directors
ITEM 1 Annual Election of Directors 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 non-employee 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 (excluding nonprofits and subsidiaries). The Board also prefers that employees, including executive officers and management directors, not serve on the board of more than one other public company or for-profit entity, and requires that management directors obtain the approval of the Governance Committee prior to accepting an invitation to serve on an outside board. At this time, all directors and employees, are in compliance with these guidelines.
Director Renomination Process
Director Renomination Process
Director Renomination Process
| 1 | | 2 | | 3 | | 4 | | Governance Committee Reviews Incumbent Directors •Review history of attendance •Assess meeting participation •Consider contributions to Board activities •Review results of the Board self- evaluation •Evaluate continued independence and potential conflicts of interest | | Recommend Election to Our Board | | Review by Full Board | | Nominated for Election at the Annual Meeting |
Director Recruitment Process
Director Recruitment Process The Governance Committee aims to balance tenure, diversity, and skills when recommending director nominees. The Board values periodic refreshment and committee rotation to align with the evolving needs of the Company and to introduce fresh perspectives. Continuity is also important, as it helps directors develop a deep understanding of the Company and work effectively as a group, which we believe is genuinely beneficial to shareholders.
Director Recruitment Process
| 1 | | 2 | | 3 | | 4 | | 5 | | Source Candidate Pool From •Independent search firms •Directors •Management •Shareholders | | In-Depth Review by the Governance Committee •Consider skills matrix •Screen qualifications •Review independence and potential conflicts | | Recommend Selected Candidate for Election to Our Board | | Review by Full Board | | Select Director(s) |
Director Recruitment Process
| 2026 Proxy Statement | 17 |
ITEM 1 Annual Election of Directors
ITEM 1 Annual Election of Directors
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.
Non-Employee Director Compensation
Non-Employee Director Compensation
Compensation Table
| Director | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Wesley G. Bush | 160,000 | 283,725 | 42,573 | 486,298 | | Joanne C. Crevoiserat | 130,000 | 283,725 | 25,990 | 439,715 | | Linda R. Gooden(4) | 65,000 | 121,980 | 25,870 | 212,850 | | Joseph Jimenez | 155,000 | 283,725 | 40,740 | 479,465 | | Alfred F. Kelly, Jr. | 130,000 | 283,725 | 17,532 | 431,257 | | Jonathan McNeill | 130,000 | 283,725 | 37,448 | 451,173 | | Judith A. Miscik | 155,000 | 283,725 | 24,053 | 462,778 | | Patricia F. Russo | 255,000 | 283,725 | 19,615 | 558,340 | | Thomas M. Schoewe(5) | 82,500 | 121,980 | 38,370 | 242,850 | | Mark A. Tatum | 130,000 | 283,725 | 45,740 | 459,465 | | Jan E. Tighe | 130,000 | 283,725 | 45,240 | 458,965 | | Devin N. Wenig | 142,500 | 283,725 | 37,636 | 463,861 |
Non-Employee Director Compensation
Non-Employee Director Compensation (3)The amounts included in the All Other Compensation column are described in the table below.
Non-Employee Director Compensation
| Director | Company Vehicle Program(a) ($) | Other(b) ($) | Total ($) | | Wesley G. Bush | 42,333 | 240 | 42,573 | | Joanne C. Crevoiserat | 25,750 | 240 | 25,990 | | Linda R. Gooden (4) | 25,750 | 120 | 25,870 | | Joseph Jimenez | 40,500 | 240 | 40,740 | | Alfred F. Kelly, Jr. | 17,292 | 240 | 17,532 | | Jonathan McNeill | 37,208 | 240 | 37,448 | | Judith A. Miscik | 23,813 | 240 | 24,053 | | Patricia F. Russo | 19,375 | 240 | 19,615 | | Thomas M. Schoewe (5) | 38,250 | 120 | 38,370 | | Mark A. Tatum | 45,500 | 240 | 45,740 | | Jan E. Tighe | 45,000 | 240 | 45,240 | | Devin N. Wenig | 37,396 | 240 | 37,636 |
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)Ms. Gooden retired from the Board on June 3, 2025. (5)Mr. Schoewe retired from the Board on June 3, 2025.
Non-Employee Director Compensation
| 2026 Proxy Statement | 35 |
Non-Employee Director Compensation
Audit Matters
Table of Contents
| Compensation Decision-Making Process | 55 | | Roles and Responsibilities | 55 | | Peer Group | 56 | | Compensation Risk Assessment | 58 | | Compensation Policies and Governance Practices | 59 | | Stock Ownership Requirements | 59 | | Policy on Recoupment of Incentive Compensation | 59 | | Trading GM Securities | 60 | | Policies and Practices Related to Timing of Equity Awards | 60 | | Tax Considerations | 60 | | Employment and Termination Agreements | 60 |
Shareholder Outreach
| Key Themes | Feedback | | STIP Program Design | •Support for continued alignment of metrics with the Company’s strategic pillars, including continued evolution of our EV metric •Appreciation for improved transparency and objectivity of our compensation metrics, including with respect to the Committee’s goal-setting process | | LTIP Program Design | •Recognition for appropriateness of transitioning to fully relative metrics for our 2025-2027 PSU cycle given anticipated uncertain market environment for the automotive industry •Support for requiring above-median relative TSR performance to achieve target payout on our PSUs | | Target Rigor | •Recognition of improved transparency for our rigorous approach to incorporating market- and regulatory-related impacts into evaluation against our targets | | Talent Evolution | •Encouragement to continue recruiting from new talent pools as the Company’s strategy evolves and focuses more on software and services, with the understanding that this strategy may be associated with compensation arrangements that may be larger and different in structure than our standard compensation package |
Key Updates for 2025
Key Updates for 2025 The Compensation Committee continually seeks to enhance our compensation program and undergoes its normal processes for doing so on an annual basis. Conversations with stakeholders, including business leaders and Company shareholders (as described above), serve as a valuable input to the Committee’s ongoing process. Below is a summary of changes made to our compensation programs for 2025 as a result of the Committee’s internal evaluation and analysis and feedback received from shareholders. STIP: •To drive continued focus on our EV profitability journey, we evolved our prior 2024 EV goal (based on variable profit margin) to a new goal based on EV variable cost percentage improvement. •For 2025, we removed the potential for upward adjustment as part of our individual performance modifier. LTIP: •For our 2025-2027 PSU cycle, we transitioned to fully relative performance metrics, consisting of the new Relative Operating Cash Flow as a Percentage of Revenue (30% weighting) and Relative EBIT-adj. Margin (30% weighting) metrics and retaining relative TSR (40% weighting), to focus the Company on maximizing results while our industry navigates transformation, disruption, and regulatory change. •We increased the relative TSR percentile required for target payout within our PSUs to the 55th percentile of OEM peers (instead of the 50th percentile).
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 rigorous 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 target compensation levels for comparable 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. |
2025 Compensation Highlights
2025 Compensation Highlights Our incentive plans are designed to optimize long-term financial returns for our shareholders and reward our NEOs for delivering on the Company’s four key strategic pillars. The 2025 performance-based compensation structure incorporated short-term and long-term incentives tied to financial and operational measures to drive Company performance for fiscal year 2025 and beyond. The Compensation Committee believes a majority of the compensation opportunity should be in the form of equity to align the interests of executives with those of shareholders and that equity awards should be heavily weighted in favor of performance-based equity awards.
Elements of Compensation
| Element | Purpose | Performance Period | Performance Measures | Potential Payout Range | | Salary | Market-competitive salary reflects contribution, experience, knowledge, skills, and performance | — | — | — | | STIP | Annual cash incentive based on achievement of Company financial goals and goals linked to our strategic pillars | One Year 1/1/2025- 12/31/2025 | EBIT-adjusted (35%) AAFCF (25%) Strategic Pillars (EV, S&S, AV) (40% collectively) | 0%-200% | | PSUs | Aligns leadership with long-term Company goals and shareholder interests, with a focus on Company cash generation | Three-Year 1/1/2025- 12/31/2027 | Relative TSR (40%) Relative Operating Cash Flow as a Percentage of Revenue (30%) Relative EBIT-adj Margin (30%) | 0%-200% with cap(1) | | RSUs | Promotes executive retention, stock ownership and alignment with shareholder interests | Three-Year Ratable Vesting | — | — |
Summary of 2025 Performance-Based Compensation Outcomes
Summary of 2025 Performance-Based Compensation Outcomes The outcomes of the incentive plans that concluded in 2025 — the 2025 STIP and 2023-2025 LTIP — closely align with our performance over their respective performance periods. •2025 STIP: Our 2025 STIP Company performance payout of 118% of target reflected our continued strong execution, including disciplined pricing, fixed-cost discipline and strategic realignment of our manufacturing footprint, all amid significant regulatory and market headwinds that impacted EV demand. As a result, performance included above-target EBIT-adjusted and above-target AAFCF performance, while EV Variable Cost Percentage Improvement performance was below-target due to lower EV demand that impacted our ability to scale cost-effectively. We also exceeded our Software & Services (“S&S”) goals and successfully executed on our Autonomous Vehicle (“AV”) goals. •2023-2025 LTIP PSUs: For the 2023-2025 PSU portion of our LTIP, we outperformed on our three-year EBIT-adjusted margin and relative TSR goals, with mixed results on our three EV goals, leading to a payout of 162% of target. These results demonstrate that our strong financial and operating performance is translating into meaningful shareholder returns, even as we face headwinds related to our EV portfolio.
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; no single-trigger 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 |
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 |
Target Compensation
Target Compensation Target compensation for each of our NEOs comprises an appropriate mix of short-term and long-term pay elements and is intended to be competitive with that paid to comparable individuals at peer group companies so that GM can attract, motivate, and retain talent. Each element, and total direct compensation as a whole, is determined starting with reference to competitive market data, and is based on an executive’s current compensation, tenure, performance, position and responsibilities. For 2025, the Compensation Committee conducted a thorough assessment of Ms. Barra’s pay opportunity and approved a modest increase to her target compensation, to be fully delivered in long-term equity (75% PSUs, 25% RSUs). This increase is commensurate with our strategy to reward and motivate performance and to offer market- competitive compensation and is the first increase to her target compensation since 2022. As part of the assessment, the Committee also determined to modestly increase the target LTIP for each of Messrs. Jacobson and Reuss. Our total target direct compensation for each NEO in 2025 was as follows:
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 | 15,750,000 | 5,250,000 | 27,300,000 | | Paul A. Jacobson | 1,200,000 | 125% | 1,500,000 | 2,700,000 | 7,725,000 | 2,575,000 | 13,000,000 | | Mark L. Reuss | 1,350,000 | 125% | 1,687,500 | 3,037,500 | 10,846,875 | 3,615,625 | 17,500,000 | | Sterling J. Anderson(2) | 1,000,000 | 125% | 1,250,000 | 2,250,000 | 10,312,500 | 3,437,500 | 16,000,000 | | Rory V. Harvey | 850,000 | 125% | 1,062,500 | 1,912,500 | 5,315,625 | 1,771,875 | 9,000,000 |
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. (2)The above represents 2025 target compensation as approved by the Compensation Committee. As discussed below, Mr. Anderson’s new hire package also included one-time awards totaling $24,000,000.
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 •$11,000,000 in PSUs that will vest, if earned, on February 6, 2027, subject to his continued employment. The metrics underlying the PSU award are Cumulative Automotive Operating Cash Flow-adjusted (two thirds) and EBIT-adjusted Margin (one third), which were the same as those included in the 2024 PSUs granted to our NEOs. Going forward, the Committee anticipates that Mr. Anderson’s compensation will consist of a base salary and short- and long-term incentive opportunities commensurate with his position, consistent with the compensation structure for our other NEOs. The Committee believes this is an important investment in GM’s competitiveness and ability to continue creating superior, technology-forward vehicles, and to advancing our strategy to generate long-term growth and returns for shareholders.
Short-Term Incentive Compensation
Short-Term Incentive Compensation
2025 STIP Performance Measures
2025 STIP Performance Measures STIP performance measures are linked to the Company’s annual financial goals and strategic goals that drive our long-term strategy. The Compensation Committee annually reviews and approves STIP performance measures that align with our shareholders’ interests. Further information on metric selection and target-setting is provided below.
2025 STIP Performance Measures
| 2025 STIP Performance Measure | Weight | Leadership Behaviors | | EBIT-adjusted ($B)(1) | 35% | Focus on operating results and driving strong profitability | | AAFCF ($B)(1) | 25% | Focus on driving strong cash flow to invest in the business and returning capital to shareholders | | New EV Measure for 2025(2): EV Variable Cost Percentage Improvement | 25% | Offer a high-quality EV portfolio guided by customer demand that achieves increasing profitability | | S&S | 10% | Deliver vehicles with high-quality software to create compelling customer experiences | | AV Strategy | 5% | Develop safe driver-assistance and autonomous technology for personal vehicles | | Safety | +/-5ppts | Foster a culture that emphasizes workplace and product safety |
2025 STIP Performance Measures
(1)For a description of how our non-GAAP measures are calculated, including EBIT-adjusted and AAFCF, see Appendix A. (2)EV Variable Cost Percentage Improvement replaces the prior EV measure of Q4 EV Variable Profit margin. The final STIP payout may not exceed 200% of target.
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 may influence execution on our strategic priorities and overall performance. The 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. As discussed below, the Committee pre-defined certain potential adjustments to our annual performance results to account for the significant unpredictability at the beginning of 2025 with regard to evolving trade policy and how regulatory developments could impact EV demand and our financial results. These adjustments are described in Appendix A and are in addition to our customary adjustments, which are consistent with prior practice. The following describes specific 2025 goals and comparability versus 2024 targets where relevant. •EBIT-adjusted: 2025 target set at $14.7B-$14.9B in alignment with the approved 2025 budget, which was set aggressively in the context of higher labor costs and a more challenging macroeconomic landscape. –The lower end of the range is aligned to our 2025 budget, and the upper end is aligned to our record 2024 result. Accordingly, participants could earn a target level of payout on this measure if we met our aggressive 2025 budget, but could not earn an above-target payout unless we had outperformed our 2024 results. •AAFCF: 2025 target set at $12.0B in alignment with the approved 2025 budget, which is also our record 2024 AAFCF performance of $14.0B after removing the favorable impact of the one-time $2.0B wind-down in working capital. •EV Variable Cost Percentage Improvement: Target set at 10% improvement for target performance in alignment with the approved 2025 budget and represents improvement on carry-over products. •S&S Vehicle Software Released On-Time and with Quality: The Committee set the target for this metric as launching software clones in alignment with our vehicle launch standard and improving the percentage of software clones released on time. There are quantitative targets established to achieve threshold, target, and maximum performance payouts, which the Committee 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. –2025 target performance levels exceed both last year’s target and our 2024 results and ensure we are accountable to meet launch timelines. •AV Strategy: The target for this metric evaluates performance across two critical measures related to Super Cruise revenue percentage improvement and progressing driver assistance technology.
How We Set STIP Performance Targets
| 2026 Proxy Statement | 51 |
2025 STIP Results
2025 STIP Results Our 2025 STIP Company performance payout of 118% of target reflected our continued strong execution, including disciplined pricing, fixed-cost discipline and strategic realignment of our manufacturing footprint, all amid significant regulatory and market headwinds that impacted EV demand. As a result, performance included above-target EBIT-adjusted and above-target AAFCF performance, while EV Variable Cost Percentage Improvement performance was below-target due to lower EV demand that impacted our ability to scale cost-effectively. We also exceeded our S&S goals and successfully executed on our AV goals. The Company’s 2025 financial results and key business highlights are detailed in the “Our Company Performance” section on page 43.
ITEM 3 Proposal to Approve, on an Advisory Basis, Named Executive Officer Compensation
| STIP Measure | Weight | Threshold 25% | Target 100% | Maximum 200% | Performance Result | Payout | | EBIT-adjusted ($B)(1) | 35% | $8.8 | $14.7 - $14.9 | $16.9 | $15.0 | 37% | | AAFCF ($B)(1) | 25% | $6.1 | $12.0 | $14.2 | $14.4 | 50% | | EV Variable Cost Percentage Improvement(2) | 25% | 5% | 10% | 15% | 5% | 6% | | S&S Goal | 10% | Vehicle software released on-time and with quality | | | Above target | 16% | | AV Strategy | 5% | Super Cruise Revenue Percentage Improvement and driver assistance technology goals, equally weighted | | | 2 of 2 goals achieved | 5% | | Safety Performance | Modifier | Potential to adjust +/- 5 ppts based on safety results | | | | 4% | | Performance Payout | 118% of Target | | | | | |
Final STIP Payout Results
Final STIP Payout Results
Final STIP Payout Results
| Name | Base Salary ($)x | Target STIPx | Company Performance | Final STIP Payout ($) | | Mary T. Barra | 2,100,000 | 200% | 118% | 4,956,000 | | Paul A. Jacobson | 1,200,000 | 125% | 118% | 1,770,000 | | Mark L. Reuss | 1,350,000 | 125% | 118% | 1,991,300 | | Sterling J. Anderson | 1,000,000 | 125% | 118% | 1,475,000 | | Rory V. Harvey | 850,000 | 125% | 118% | 1,253,800 |
Long-Term Incentive Compensation
Long-Term Incentive Compensation
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 Committee considers relevant market compensation comparison data and input provided by its independent compensation consultant. The structure includes a targeted allocation of 75% PSUs and 25% RSUs. PSUs cliff-vest following a three-year performance period based on the achievement of performance goals and are capped at 200% of target, and RSUs vest ratably over three years.
2025–2027 LTIP Performance Measures
2025–2027 LTIP Performance Measures
2025–2027 LTIP Performance Measures
| PSU Performance Measure | Weight | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | Leadership Behaviors | | Relative TSR(1) | 40% | 25th Percentile | 55th Percentile | 75th Percentile and above | Focus on delivering shareholder returns that outperform our OEM peer group | | REFINED vs. 2024(2): Relative Operating Cash Flow as a Percentage of Revenue “OCF” | 30% | 25th Percentile | 55th Percentile | 75th Percentile and above | Drive focus on cash generation during this critical period of transformation | | REFINED vs. 2024(2): Relative EBIT-adjusted Margin | 30% | 25th Percentile | 55th Percentile | 75th Percentile and above | Focus on pursuing profitable growth opportunities and driving higher margins on existing revenue bases |
2025–2027 LTIP Performance Measures
(1)Relative TSR component is capped at target if GM’s absolute TSR is negative over the performance period. (2)These measures have been refined for the 2025-2027 PSUs to be entirely relative. The 2025–2027 PSUs vest and settle following the completion of the three-year performance period beginning January 1, 2025, and can be earned at a level between 0 and 200 percent of target.
How We Set LTIP Performance Targets
How We Set LTIP Performance Targets In prior years, our Compensation Committee set target levels for performance measures with absolute targets based on an evaluation 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, the competitive landscape, supply chain dynamics, and other factors that may influence execution on our strategic priorities and overall performance. For the 2025-2027 PSUs, all three PSU performance measures will be entirely assessed based on performance relative to our OEM peers, with payouts earned as shown above. 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 absolute TSR is negative over the performance period. Additionally, for 2025, the Committee increased the relative TSR percentile required for target payout to the 55th percentile of OEM peers (from the 50th percentile), based on feedback received from shareholders.
2023-2025 LTIP Results
2023-2025 LTIP Results The 2023-2025 PSUs vested on February 7, 2026, at 162% of target, based on Company performance for the three-year performance period beginning January 1, 2023, and ending December 31, 2025, against pre-established performance targets for EBIT-adjusted Margin, Relative TSR, and EV measures. Final LTIP performance approved by the Compensation Committee is shown below.
2023-2025 LTIP Results
| PSU Measure | Weight | Threshold | Target | Maximum | Performance Result | Payout | | EBIT-adjusted Margin(1) | 40% | 3.8% | 6.0% | 7.0% | 7.4% | 80% | | Relative TSR | 40% | 25th | 50th | 75th | 94th Percentile | 80% | | | | Percentile | | | | | | EV Measures(2) | 20% | (2) | | | Below target | 2% | | Performance Payout | | | | | | 162% of Target |
2023-2025 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.
2023-2025 LTIP Results
| 54 | |
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 2025 fiscal year end, and the corresponding performance measures and weights.
Summary of Equity Performance Awards
| Award | Performance Period | Performance Measures and Weights | Potential Payouts(1) | Vest Date | | | | | | | | 2026 | 2027 | 2028 | | 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 (162% payout) | | | | 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 | | | | 2025-2027 PSUs | 3 Years 1/1/2025 to 12/31/2027 | 40% Relative TSR 30% Relative Operating Cash Flow as a Percentage of Revenue 30% Relative EBIT-adj Margin | 0-200% with Payout Cap(3) | 2/4/2028 | | |
Summary of Equity Performance Awards
(1)The performance of each PSU award will be measured and determined at the end of the applicable 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 absolute TSR is negative over the performance period.
How We Plan Compensation
| GM Management •Makes recommendations regarding compensation structure and design •Provides input on performance 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 compensation aligns with the Company’s corporate goals and objectives | | Committee Compensation 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 |
Peer Group
Peer Group
Peer Group for 2025-2027 LTIP Performance
Peer Group for 2025-2027 LTIP Performance The Compensation Committee uses the following OEMs in the Dow Jones Automobiles & Parts Titans 30 Index as the peer group for evaluating performance under the 2025–2027 PSU awards. These companies represent our global competition and are subject to similar macroeconomic and industry forces. For the 2025–2027 performance period, the Company’s performance under each PSU performance measure is evaluated on a relative basis against this peer group.
Peer Group for 2025-2027 LTIP Performance
| Dow Jones Automobiles & Parts Titans 30 Index – OEM Peer Group(1) | | | | Bayerische Motoren Werke AG | Mercedes-Benz Group AG | Suzuki Motor Corporation | | Ford Motor Company | Nissan Motor Co., Ltd. | Tesla, Inc. | | Honda Motor Co., Ltd. | Renault SA | Toyota Motor Corporation | | Hyundai Motor Company | Stellantis NV | Volkswagen AG | | Kia Corporation | Subaru Corporation | |
Peer Group for 2025-2027 LTIP Performance
(1)GM is a member of the Dow Jones Automobiles & Parts Titans 30 Index. Our performance is determined on a continuous ranking for performance relative to the OEM peer group.
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 recruit 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 Committee believes that in order to remain highly competitive and to attract the best talent, it is important to consider this range of peers.
Peer Group for Overall Compensation Benchmarking
| 2026 Proxy Statement | 57 |
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 •RTX Corporation •Tesla, Inc. |
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.
Compensation Risk Assessment
| | 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 rewards 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. |
ITEM 3 Proposal to Approve, on an Advisory Basis, Named Executive Officer 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 |
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 does the Committee time disclosure of material non-public information for the purpose of affecting the value of executive compensation. The Company has not awarded stock options (or similar awards) since fiscal 2023.
Employment and Termination Agreements
Employment and Termination Agreements The Company has no employment or pre-defined termination agreements with any of our 2025 NEOs. All NEOs participate in the General Motors LLC U.S. Executive Severance Program (the “Executive Severance Program”) included as an exhibit to the Company’s 2025 Form 10-K.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position(1) | Year | Salary ($) | Stock Awards(2) ($) | Option Awards(3) ($) | Nonequity Incentive Plan Compensation(4) ($) | Change in Pension Value and NQ Deferred Compensation Earnings(5) ($) | All Other Compensation(6) ($) | Total ($) | | Mary T. Barra Chair and Chief Executive Officer | 2025 | 2,100,000 | 21,623,970 | — | 4,956,000 | — | 1,215,898 | 29,895,868 | | | 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 | | Paul A. Jacobson Executive Vice President and Chief Financial Officer | 2025 | 1,200,000 | 10,606,107 | — | 1,770,000 | — | 263,870 | 13,839,977 | | | 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 | | Mark L. Reuss President | 2025 | 1,350,000 | 14,892,221 | — | 1,991,300 | — | 1,074,469 | 19,307,990 | | | 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 | | Sterling J. Anderson Executive Vice President, Global Product and Chief Product Officer | 2025 | 583,333 | 35,125,345 | — | 4,475,000 | — | 95,285 | 40,278,963 | | Rory V. Harvey Executive Vice President and President, Global Markets | 2025 | 850,000 | 7,298,149 | — | 1,253,800 | 209,853 | 187,293 | 9,799,095 | | | 2024 | 850,000 | 7,087,519 | — | 1,718,100 | — | 153,808 | 9,809,427 |
Summary Compensation Table
(1)Titles reflect position as of December 31, 2025. Mr. Harvey was not a NEO in 2023. Mr. Anderson was appointed in May 2025 and was not an NEO in 2024 and 2023. (2)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. The PSU awards below will vest based on GM’s performance against Relative TSR, OCF, and Relative EBIT-adjusted Margin. The fair value of the non-TSR PSUs is based on the closing stock price on the date of grant. The assumptions used for the Monte Carlo valuation of the Relative TSR portion of the PSUs are summarized below:
Summary Compensation Table
| Grant Date | Stock Price | Implied Volatility | Risk-Free Interest Rate | Valuation Price | Valuation Price as a Percent of Target | | 2/4/2025 | $48.57 | 34% | 4.25% | $53.38 | 109.9% | | 7/29/2025 | $52.11 | 32% | 3.84% | $56.85 | 109.1% |
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 2025–2027 performance period is 200% of PSUs granted. If the maximum level of performance is achieved, the grant date fair values for the PSUs granted on 2/4/2025 would be $32,747,884 (Ms. Barra), $16,062,142 (Mr. Jacobson), $22,553,146 (Mr. Reuss), and $11,052,534 (Mr. Harvey). If the maximum level of performance is achieved, the grant date fair value for the PSUs granted on 7/29/2025 would be $21,375,574 for Mr. Anderson. (3)Option Awards displays the grant date fair value of stock options issued under the LTIP, computed in accordance with FASB ASC Topic 718 using a Black-Scholes valuation. No stock options were granted to NEOs in 2024 and 2025. (4)All NEOs were eligible for a payment under the STIP for 2025 performance based on the Company’s achievement of annual performance goals. For Mr. Anderson, includes $3,000,000 in performance cash that vested on December 15, 2025, based on achievement of individual goals. (5)These amounts represent the actuarial change in the present value of the NEO’s accrued benefit for 2025 attributed to year-over-year variances in applicable discount rates, lump sum interest rates, mortality rates, and employer contributions to tax-qualified and non-tax- qualified plans, as described in “Pension Benefits” on page 66. The Company does not credit interest at above-market rates to any deferred retirement accounts, and no interest amounts are included in these totals. In 2025, the actuarial present value decreased in the amount of $69,758 (Ms. Barra) and $11,009 (Mr. Reuss). Messrs. Jacobson, Anderson and Harvey are not eligible to participate in the GM Salaried Retirement Plan (“SRP”) and GM Executive Retirement Plan (“DB ERP”) based on their respective dates of service. Mr. Harvey participates in the Vauxhall Motors Pension Plan (“UK VML Plan”), but is not eligible to participate in the SRP or DB ERP.
Summary Compensation Table
| 2026 Proxy Statement | 63 |
Grants of Plan-Based Awards
Grants of Plan-Based Awards STIP awards for the 2025 performance year were made under the terms of the General Motors Company 2017 Short-Term Incentive Plan. Equity awards granted to each NEO were made under the terms of the General Motors Company 2020 Long-Term Incentive Plan. PSUs vest and deliver at the end of the performance period and can be earned at a level between 0 and 200 percent of target. PSUs are based on the achievement of performance conditions relating to Relative TSR, OCF, and Relative EBIT-adjusted Margin over a three-year performance period from January 1, 2025, to December 31, 2027. RSUs vest ratably over a three-year period.
Grants of Plan-Based Awards
| | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Exercise or Base Price of Option Awards ($/share) | Grant Date Fair Value of Stock and Option Awards ($)(2) | | Name | Award Type | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#)(1) | Maximum (#) | | | | | Mary T. Barra | STIP | 1/1/2025 | 12/12/2024 | 52,500 | 4,200,000 | 8,400,000 | | | | | | | | | PSU | 2/4/2025 | 12/12/2024 | | | | 48,641 | 324,275 | 648,550 | | | 16,373,942 | | | RSU | 2/4/2025 | 12/12/2024 | | | | | | | 108,092 | | 5,250,028 | | Paul A. Jacobson | STIP | 1/1/2025 | 12/12/2024 | 18,750 | 1,500,000 | 3,000,000 | | | | | | | | | PSU | 2/4/2025 | 12/12/2024 | | | | 23,857 | 159,049 | 318,098 | | | 8,031,071 | | | RSU | 2/4/2025 | 12/12/2024 | | | | | | | 53,017 | | 2,575,036 | | Mark L. Reuss | STIP | 1/1/2025 | 12/12/2024 | 21,094 | 1,687,500 | 3,375,000 | | | | | | | | | PSU | 2/4/2025 | 12/12/2024 | | | | 33,499 | 223,325 | 446,650 | | | 11,276,573 | | | RSU | 2/4/2025 | 12/12/2024 | | | | | | | 74,442 | | 3,615,648 | | Sterling J. Anderson | STIP | 6/2/2025 | 1/7/2025 | 15,625 | 1,250,000 | 2,500,000 | | | | | | | | | Performance Cash(3) | 6/2/2025 | 1/7/2025 | — | 3,000,000 | 3,000,000 | | | | | | | | | PSU | 7/29/2025 | 1/7/2025 | | | | 61,349 | 408,991 | 817,982 | | | 21,687,791 | | | RSU | 7/29/2025 | 1/7/2025 | | | | | | | 257,869 | | 13,437,554 | | Rory V. Harvey | STIP | 1/1/2025 | 12/12/2024 | 13,281 | 1,062,500 | 2,125,000 | | | | | | | | | PSU | 2/4/2025 | 12/12/2024 | | | | 16,416 | 109,443 | 218,886 | | | 5,526,267 | | | RSU | 2/4/2025 | 12/12/2024 | | | | | | | 36,481 | | 1,771,882 |
Grants of Plan-Based Awards
(1)Mr. Anderson was granted a PSU grant with different metrics than those detailed above in the amount of 211,092 shares. Vesting and performance will be tied to the non-TSR metrics of the 2024-2026 PSU grant (which is scheduled to vest February 2027, based on attainment of the applicable performance metrics). (2)This column shows the aggregate grant date fair value of equity awards granted to the NEOs in 2025. 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. (3)Represents a performance cash award that vested on December 15, 2025, based on achievement of individual goals. Refer to page 48 for further description of Mr. Anderson’s new hire awards.
Grants of Plan-Based Awards
| 2026 Proxy Statement | 65 |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
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 | 2/4/2025 | — | — | — | — | 108,092(2) | 8,790,041 | 324,275 | (7) | 26,370,043(9) | | | 2/6/2024 | — | — | — | — | 85,459(3) | 6,949,526 | 337,863 | (8) | 27,475,019(10) | | | 2/7/2023 | 244,914 | 122,457(4) | 41.40 | 2/7/2033 | 521,778(5) | 42,430,987 | | | | | Paul A. Jacobson | 2/4/2025 | — | — | — | — | 53,017(2) | 4,311,342 | 159,049 | (7) | 12,933,865(9) | | | 2/6/2024 | — | — | — | — | 40,757(3) | 3,314,359 | 161,135 | (8) | 13,103,498(10) | | | 2/7/2023 | 103,618 | 51,808(4) | 41.40 | 2/7/2033 | 220,753(5) | 17,951,634 | | | | | Mark L. Reuss | 2/4/2025 | — | — | — | — | 74,442(2) | 6,053,623 | 223,325 | (7) | 18,160,789(9) | | | 2/6/2024 | — | — | — | — | 61,191(3) | 4,976,052 | 241,918 | (8) | 19,672,772(10) | | | 2/7/2023 | 175,365 | 87,682(4) | 41.40 | 2/7/2033 | 373,607(5) | 30,381,721 | | | | | Sterling J. Anderson | 7/29/2025 | — | — | — | — | 257,869(6) | 20,969,907 | 408,991 | (7,8) | 33,259,148(11) | | Rory V. Harvey | 2/4/2025 | — | — | — | — | 36,481(2) | 2,966,635 | 109,443 | (7) | 8,899,905(9) | | | 2/6/2024 | — | — | — | — | 31,061(3) | 2,525,881 | 122,800 | (8) | 9,986,096(10) | | | 7/3/2023 | — | — | — | — | 152,459(5) | 12,397,966 | | | | | | 2/7/2023 | — | 5,652(4) | 41.40 | 2/7/2033 | 24,083(5) | 1,958,430 | | | |
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 31, 2025, which was $81.32. (2)RSU awards granted on February 4, 2025, and vest ratably each February 4 of 2026, 2027, and 2028. (3)RSU awards granted on February 6, 2024, and vest ratably each February 6 of 2025, 2026, and 2027. (4)Stock options granted on February 7, 2023, and vest ratably each February 7 of 2024, 2025, and 2026. (5)2023-2025 PSU awards granted on February 7, 2023, and July 3, 2023, cliff-vested on February 7, 2026, upon determination of results for the performance period January 1, 2023-December 31, 2025. The final performance of the 2023-2025 PSU award was 162% and is discussed on page 53. (6)Mr. Anderson was granted two RSU awards on July 29, 2025. One award shares the same vest dates as the annual grant as described in footnote 2 in the amount of 21,989 shares per vest. The second award covering 191,902 shares will vest in equal installments on July 29 of 2026 and 2027. (7)2025-2027 PSU awards granted on February 4, 2025, and July 29, 2025, cliff-vest on February 4, 2028, upon determination of results for the performance period January 1, 2025-December 31, 2027. (8)2024-2026 PSU awards granted on February 6, 2024, and July 29, 2025, cliff-vest on February 6, 2027, upon determination of results for the performance period January 1, 2024-December 31, 2026. (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 2025-2027 PSUs granted on February 4, 2025, outstanding as of December 31, 2025, for Ms. Barra is 648,550 ($52,740,086); for Mr. Jacobson is 318,098 ($25,867,729); for Mr. Reuss is 446,650 ($36,321,578); and for Mr. Harvey is 218,886 ($17,799,810). (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 2024-2026 PSUs granted on February 6, 2024, outstanding as of December 31, 2025, for Ms. Barra is 675,726 ($54,950,038); for Mr. Jacobson is 322,270 ($26,206,996); for Mr. Reuss is 483,836 ($39,345,544); and for Mr. Harvey is 245,600 ($19,972,192). (11)Assumes target-level payout of PSU awards. The number of shares (and market value of such shares) for maximum-level payout with respect to unvested 2024-2026 and 2025-2027 PSUs granted on July 29, 2025, outstanding as of December 31, 2025, for Mr. Anderson is 422,184 ($34,332,003) and 395,798 ($32,186,293), respectively.
Outstanding Equity Awards at Fiscal Year-End
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Option Exercises and Stock Vested
Option Exercises and Stock Vested
Option Exercises and Stock Vested
| | Option Awards(1) | | Stock Awards(2) | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Mary T. Barra | 1,214,048 | 27,005,289 | 272,271 | 12,925,997 | | Paul A. Jacobson | — | — | 104,545 | 4,965,392 | | Mark L. Reuss | 307,570 | 8,453,759 | 147,868 | 7,023,986 | | Sterling J. Anderson | — | — | — | — | | Rory V. Harvey | 16,711 | 178,761 | 26,567 | 1,267,397 |
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.
Pension Benefits
Pension Benefits
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, 2025, 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 2025, the maximum single life annuity an NEO could have received under these limits was $280,000 per year. This ceiling is actuarially adjusted in accordance with IRS rules to reflect employee contributions, actual forms of distribution, and actual retirement dates.
GM Salaried Retirement Plan
| 2026 Proxy Statement | 67 |
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 which was open to all GM United Kingdom employees prior to October 2012, when it closed to new entrants. 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.
UK VML Pension Plan
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Nonqualified Deferred Compensation Plan
Nonqualified Deferred Compensation Plan 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, 2025, balances for the DC ERP and any contributions, earnings, or withdrawals during the year.
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 ($) | Aggregate Balance at 2025 Fiscal Year End(3) ($) | | Mary T. Barra | DC ERP | — | 631,080 | 1,047,306 | — | 8,816,713 | | Paul A. Jacobson | DC ERP | — | 189,256 | 127,021 | — | 900,579 | | Mark L. Reuss | DC ERP | — | 307,734 | 577,915 | — | 4,262,602 | | Sterling J. Anderson | DC ERP | — | 29,167 | 401 | — | 29,568 | | Rory V. Harvey | DC ERP | — | 131,224 | 75,820 | — | 597,544 |
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: $4,886,304 (Ms. Barra), $511,354 (Mr. Jacobson), $2,317,301 (Mr. Reuss), and $113,328 (Mr. Harvey).
Nonqualified Deferred Compensation Plan
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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, 2025, 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 66 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.
Potential Payments Upon Termination
| 2026 Proxy Statement | 71 |
CEO Pay Ratio
CEO Pay Ratio Our CEO, who leads our global workforce of 155,000 employees (94,000 located in the United States and 61,000 non-U.S. employees) as of December 31, 2025, earned $29,895,868 in total compensation in 2025 as reported in the Summary Compensation Table. To identify our new median employee for 2025, we: 1.Excluded all employees (5,469) in the following 28 countries under the SEC’s 5 percent de minimis exemption: Argentina (913), Australia (200), Chile (202), China (734), Colombia (411), Ecuador (81), Egypt (595), France (20), Germany (108), India (335), Indonesia (8), Ireland (356), Israel (347), Italy (1), Japan (37), New Zealand (21), Peru (41), Philippines (607), Singapore (3), South Africa (4), Sweden (8), Switzerland (126), Taiwan (9), Thailand (41), United Arab Emirates (194), United Kingdom (54), Uruguay (7), and Uzbekistan (6); 2.Calculated year-to-date payroll as of November 1, 2025, 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. Based on our calculation, we can reasonably estimate that our median employee earned $89,785 in 2025. The ratio of our CEO’s compensation to that of our median employee is estimated to be 333:1. The rules outlined by the SEC for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies to calculate the median employee, excluding up to 5 percent of the workforce, and make reasonable estimates and assumptions that may impact their employee populations. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above. Other companies have different employee populations, compensation practices, and the ability to utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
CEO Pay Ratio
| 74 | |
Pay Versus Performance
Pay Versus Performance Pursuant to Item 402(v) of Regulation S-K, we are providing the following information about the relationship between Compensation Actually Paid (“CAP”) for the Company’s CEO and non-CEO NEOs as a group and certain aspects of the financial performance of the Company. The CAP values disclosed do not reflect the actual amount of compensation paid to our NEOs during the applicable year. The Compensation Committee does not utilize CAP as a basis for making compensation decisions. For information regarding compensation decisions made by our Compensation Committee, refer to the “Compensation Discussion and Analysis” section beginning on page 42.
Pay Versus Performance
| Year | Summary Compensation Table Total for CEO(1) ($) | 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) ($) | | | | 2025 | 29,895,868 | 87,783,000 | 20,806,506 | 49,661,698 | 202 | 149 | 2.780 | 12.747 | | 2024 | 29,496,637 | 65,519,064 | 12,772,607 | 20,502,315 | 131 | 121 | 5.963 | 14.934 | | 2023 | 27,847,405 | 21,715,743 | 15,245,310 | 12,490,596 | 88 | 113 | 9.840 | 12.357 | | 2022 | 28,979,570 | (16,991,516) | 10,539,930 | (2,724,335) | 81 | 85 | 9.708 | 14.474 | | 2021 | 29,136,780 | 76,096,506 | 9,982,519 | 19,443,928 | 141 | 125 | 9.945 | 14.295 |
Pay Versus Performance
(1)Ms. Barra served as our CEO in all years presented above. (2)Non-CEO NEOs in 2025 included Messrs. Jacobson, Reuss, Anderson, and Harvey. Non-CEO NEOs in 2024 included Messrs. Jacobson, Reuss, Abbott (former Executive Vice President, Software), Glidden (Former Executive Vice President), and Harvey. Non-CEO NEOs in 2023 included Messrs. Jacobson, Reuss, Abbott, and Glidden. Non-CEO NEOs in 2022 and 2021 included Messrs. Jacobson, Reuss, Parks (former Executive Vice President, Global Product Development, Purchasing and Supply Chain), and Carlisle (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.
Pay Versus Performance
| | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | | 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 | 29,895,868 | 20,806,506 | 29,496,637 | 12,772,607 | 27,847,405 | 15,245,310 | 28,979,570 | 10,539,930 | 29,136,780 | 9,982,519 | | Less: Change in Actuarial Present Value Reported in the “Change in Pension Value and NQ Deferred Compensation Earnings” Column of the SCT | — | (52,463) | — | — | — | (5,554) | — | — | — | — | | Plus: Service Cost for Pension Plans | — | — | — | — | — | — | — | — | — | — | | Less: Amount Reported in the “Stock Awards” Column of the SCT | (21,623,970) | (16,980,455) | (19,500,028) | (9,735,018) | (14,625,000) | (10,139,445) | (14,625,000) | (5,470,294) | (14,582,198) | (5,069,059) | | Plus: Year-end Fair Value of Outstanding and Unvested Stock Awards Granted in the Covered Year | 41,260,346 | 31,270,186 | 31,206,150 | 11,962,345 | 11,941,185 | 8,866,850 | 8,629,590 | 3,227,799 | 18,914,281 | 6,574,982 |
Pay Versus Performance
| 2026 Proxy Statement | 75 |
Long-Term Incentive Plan to Increase the Number of Shares Available for Issuance Thereunder
Long-Term Incentive Plan to Increase the Number of Shares Available for Issuance Thereunder
Long-Term Incentive Plan to Increase the Number of Shares Available for Issuance Thereunder
| Key Provisions | Description | | Effect of Termination of Service | Except as otherwise provided for in an award agreement, or as the Compensation Committee may determine in any individual case, a participant’s outstanding awards will be treated as set forth below upon his or her termination of service: Death: •Stock options and SARs immediately vest and remain exercisable until the earlier of three years after death or the original expiration date. •Restricted stock and RSUs vest and are settled within 90 days after death. •Performance awards will have any service-based vesting waived, will be earned based upon the achievement of the applicable performance conditions, and will be paid or settled on the scheduled settlement date(s). Disability: •Stock options and SARs continue to vest and become exercisable in accordance with the vesting schedule and remain exercisable until the original expiration date. •Restricted stock and RSUs continue to vest and settle on the scheduled settlement date(s). •Performance awards will have any service-based vesting waived, will be earned based upon the achievement of the applicable performance conditions, and will be paid or settled on the scheduled settlement date(s). Full Career Status Termination (age 55 or older with ten or more years of continuous service or age 62 or older): •Stock options and SARs continue to vest and become exercisable in accordance with the vesting schedule and remain exercisable until the original expiration date; provided that the amount of the award will be prorated if termination occurs prior to the one-year anniversary of the grant. •Restricted stock and RSUs continue to vest and settle on the scheduled settlement date(s); provided that the amount of the award will be prorated if termination occurs prior to the one-year anniversary of the grant. •Performance awards will have any service-based vesting waived, will be earned based upon the achievement of the applicable performance conditions, and will be paid or settled on the scheduled settlement date(s); provided that the award will be prorated if termination occurs within the first year of the performance period. Other Terminations, including Termination Pursuant to an Approved Separation Agreement or Program: •The participant will not be entitled to retain any portion of an award; provided that any vested stock options or SARs shall remain exercisable until the earlier of 90 days after termination or the original expiration date. |
Long-Term Incentive Plan to Increase the Number of Shares Available for Issuance Thereunder
| 2026 Proxy Statement | 87 |

DEF 14A of General Motors Co

April 20, 2026

Election of Directors

Snapshot of 2026 Board Nominees

Snapshot of 2026 Board Nominees

Snapshot of 2026 Board Nominees

Snapshot of 2026 Board Nominees

Snapshot of 2026 Board Nominees

Snapshot of 2026 Board Nominees

Snapshot of 2026 Board Nominees

Annual Election of Directors

Annual Election of Directors

Annual Election of Directors

ITEM 1 Annual Election of Directors

Board Membership Criteria, Refreshment, and

Succession Planning

Succession Planning

Succession Planning

Succession Planning

ITEM 1 Annual Election of Directors

2026 Board Nominee Skills and Statistics

2026 Board Nominee Skills and Statistics

Nominee Skills

Nominee Skills

Nominee Skills

ITEM 1 Annual Election of Directors

Board Experience and Expertise

Board Experience and Expertise

Board Experience and Expertise

ITEM 1 Annual Election of Directors

Skills Key

Skills Key

Skills Key

ITEM 1 Annual Election of Directors

Director Nominee Biographies

Director Nominee Biographies

Director Nominee Biographies

Director Nominee Biographies

ITEM 1 Annual Election of Directors

ITEM 1 Annual Election of Directors

ITEM 1 Annual Election of Directors

ITEM 1 Annual Election of Directors

ITEM 1 Annual Election of Directors

ITEM 1 Annual Election of Directors

ITEM 1 Annual Election of Directors

ITEM 1 Annual Election of Directors

ITEM 1 Annual Election of Directors

ITEM 1 Annual Election of Directors

ITEM 1 Annual Election of Directors

ITEM 1 Annual Election of Directors

ITEM 1 Annual Election of Directors

ITEM 1 Annual Election of Directors

ITEM 1 Annual Election of Directors

ITEM 1 Annual Election of Directors

ITEM 1 Annual Election of Directors

ITEM 1 Annual Election of Directors

ITEM 1 Annual Election of Directors

ITEM 1 Annual Election of Directors

Director Nomination Process

Board Size

Director Independence

Director Service on Other Public Company Boards

Director Service on Other Public Company Boards

Director Service on Other Public Company Boards

ITEM 1 Annual Election of Directors

Director Renomination Process

Director Renomination Process

Director Recruitment Process

Director Recruitment Process

Director Recruitment Process

ITEM 1 Annual Election of Directors

Non-Employee Director Compensation

Non-Employee Director Compensation

Compensation Table

Non-Employee Director Compensation

Non-Employee Director Compensation

Non-Employee Director Compensation

Non-Employee Director Compensation

Non-Employee Director Compensation

Table of Contents