8-KLeadership ChangesExhibits & Filings

General Motors Co 8-K Report, Executive Changes (Oct 8, 2021)

Filed October 8, 2021For Securities:GM

Summary

General Motors (GM) announced a notable change to its Board of Directors with the election of Aneel Bhusri as a new independent director, effective October 5, 2021. Mr. Bhusri, who also serves as the CEO of Workday, Inc., brings valuable experience to GM's board. His appointment is significant as it potentially signals an enhanced focus on technology and digital transformation, areas where Workday is a leader. Mr. Bhusri's compensation as a board member aligns with that of other non-employee directors, including an annual retainer and participation in company programs. A portion of his retainer will be deferred into Deferred Share Units (DSUs), reflecting a common practice to align director interests with long-term shareholder value. Investors should monitor any committee assignments Mr. Bhusri receives, as this could further illuminate the strategic priorities influencing his board service.

Key Highlights

  • 1Aneel Bhusri elected as an independent director to the Board of Directors, effective October 5, 2021.
  • 2Mr. Bhusri is an independent director according to NYSE listing standards and GM's guidelines.
  • 3Mr. Bhusri has not yet been assigned to any Board committees.
  • 4Non-employee directors, including Mr. Bhusri, receive an annual retainer of $305,000.
  • 5A mandatory 50% of Mr. Bhusri's retainer is deferred into GM's Deferred Share Units (DSUs).
  • 6Additional compensation may be deferred into DSUs at Mr. Bhusri's election.
  • 7DSUs will be paid out in cash after Mr. Bhusri's departure from the Board, based on the market price of GM stock.

Frequently Asked Questions

Aneel Bhusri is a prominent figure in the technology sector, notably serving as the CEO of Workday, Inc., a leading provider of enterprise cloud applications. His election as an independent director to GM's Board is significant for investors as it suggests GM may be seeking to leverage his expertise in technology, digital transformation, and corporate software to enhance its own operational efficiency and future strategy, particularly in the evolving automotive landscape.

Mr. Bhusri will receive an annual retainer of $305,000, prorated for his service start date. Like other non-employee directors, he is eligible for personal accident insurance and can elect to participate in the company vehicle program. Furthermore, 50% of his annual retainer is mandatorily deferred into GM's Deferred Share Units (DSUs), with the option to defer additional compensation into DSUs.

Deferred Share Units (DSUs) are a form of deferred compensation where the value is tied to the company's stock price. For GM, requiring a portion of director compensation to be deferred into DSUs aligns the directors' interests with those of long-term shareholders, as the value they ultimately receive depends on the future performance of GM's stock. This helps ensure that directors are incentivized to make decisions that promote sustained shareholder value.

At the time of this filing, it was stated that Mr. Bhusri had not yet been named to any committees of the Board. Investors will want to monitor future filings for announcements regarding his committee assignments, as this will provide further insight into the specific areas of the business where his expertise is expected to be most impactful.