8-KLeadership Changes

General Motors Co 8-K Report, Executive Changes (Feb 19, 2010)

Filed February 19, 2010For Securities:GM

Summary

This 8-K filing from General Motors Company (GM), filed on February 19, 2010, primarily details the executive compensation arrangements for its Chief Executive Officer, Edward E. Whitacre, Jr., and a consulting agreement with its former CEO, Frederick A. Henderson. The compensation for Mr. Whitacre, effective January 1, 2010, includes a base salary of $1.7 million, significant salary stock awards totaling $5.3 million to be delivered over three years, and restricted stock units valued at $2 million, all subject to approval by the Special Master for TARP Executive Compensation. Additionally, the filing outlines the terms of a consulting agreement with Mr. Henderson, effective February 18, 2010, through December 31, 2010. Mr. Henderson will provide consulting services on international operations for approximately 20 hours per month, for which he will receive a monthly fee of $59,090 and expense reimbursement. This agreement signifies a transitional phase for leadership at GM and provides insight into executive retention and ongoing advisory roles post-departure. Investors should note the compensation structure, particularly the stock-based awards, and the continued, albeit limited, engagement of the former CEO.

Key Highlights

  • 1Edward E. Whitacre, Jr.'s compensation as Chairman and CEO finalized, including a $1.7 million base salary.
  • 2Whitacre to receive $5.3 million in salary stock, vesting over three years starting in 2012.
  • 3Whitacre also granted TARP-compliant restricted stock units valued at $2 million.
  • 4Frederick A. Henderson to provide consulting services on international operations.
  • 5Henderson's consulting agreement is month-to-month, expiring December 31, 2010.
  • 6Henderson will receive a monthly fee of $59,090 for his consulting services.
  • 7Henderson is restricted from consulting for competing automotive businesses during the agreement period.

Frequently Asked Questions

Edward E. Whitacre, Jr.'s compensation package includes a base salary of $1,700,000, salary stock awards totaling $5,300,000 to be delivered over three years beginning in 2012, and TARP-compliant restricted stock units valued at $2,000,000. He also participates in existing executive benefit plans and receives no additional compensation for his Board service.

Frederick A. Henderson has entered into a month-to-month consulting agreement expiring December 31, 2010. He will provide approximately 20 hours of consulting per month on international operations and attend one monthly meeting with the President of International Operations or a designee. He will receive a fee of $59,090 per month and reimbursement for reasonable expenses.

The consulting agreement likely aims to leverage Mr. Henderson's experience and knowledge of the company's international operations during a transitional period for General Motors. This ensures continuity and access to his expertise while the company navigates its strategic priorities.

Yes, Mr. Whitacre's stock awards, including the salary stock and restricted stock units, were approved in principle by the Special Master for TARP Executive Compensation. This indicates they are subject to specific governmental oversight due to the company's prior government assistance.