8-KLeadership Changes

General Motors Co 8-K Report, Executive Changes (Sep 10, 2010)

Filed September 10, 2010For Securities:GM

Summary

This Form 8-K filing by General Motors Co. (GM) on September 10, 2010, primarily details the finalized compensation arrangements for its newly appointed Chief Executive Officer, Daniel F. Akerson. Following the agreement in principle by the Special Master for TARP Executive Compensation, Mr. Akerson's compensation package, effective September 1, 2010, includes a base salary of $1.7 million, a $5.3 million salary stock award to be delivered over three years starting in 2011, and TARP-compliant restricted stock units valued at $2 million. He will not receive additional compensation for his board service. The filing also confirms the departure of Edward E. Whitacre Jr. as CEO on September 1, 2010, and his continued role as Chairman of the Board until year-end, for which he will receive $300,000 in director and chairman fees. This transition in leadership and the structured compensation reflect ongoing efforts to align executive pay with government oversight requirements during GM's post-restructuring period.

Key Highlights

  • 1Daniel F. Akerson officially commenced as CEO of General Motors Company on September 1, 2010.
  • 2Mr. Akerson's approved compensation package includes a $1.7 million annual base salary.
  • 3A significant portion of Mr. Akerson's compensation is in equity: $5.3 million in salary stock and $2 million in TARP-compliant restricted stock units.
  • 4The salary stock award for Mr. Akerson will be delivered over a three-year period starting September 30, 2011.
  • 5Edward E. Whitacre Jr. stepped down as CEO on September 1, 2010.
  • 6Mr. Whitacre will remain as Chairman of the Board until the end of 2010, receiving $300,000 in fees for this role.
  • 7Executive compensation is subject to and reflects agreements with the Special Master for TARP Executive Compensation.

Frequently Asked Questions

Daniel F. Akerson's compensation is structured with a base salary of $1,700,000. Additionally, he will receive salary stock valued at $5,300,000 and TARP-compliant restricted stock units valued at $2,000,000. The exact total compensation depends on the vesting and performance of the stock components over time.

The involvement of the Special Master for TARP Executive Compensation indicates that GM's executive pay, particularly for top roles, is subject to government oversight due to the company's financial restructuring and reliance on government bailout funds. The compensation packages are designed to be compliant with TARP regulations.

Edward E. Whitacre Jr. stepped down as CEO on September 1, 2010. He will continue to serve as Chairman of the Board until the end of 2010 and will receive $300,000 in director and chairman fees for this remaining period. He will not receive any further employment-related compensation.

The $5,300,000 salary stock award to Mr. Akerson will be delivered over three years, with the first portion beginning on September 30, 2011.