8-KLeadership ChangesExhibits & Filings

General Motors Co 8-K Report, Executive Changes (Aug 16, 2022)

Filed August 16, 2022For Securities:GM

Summary

General Motors Company (GM) announced a significant addition to its Board of Directors with the election of Joanne Crevoiserat, effective August 15, 2022. Ms. Crevoiserat has been deemed an independent director, aligning with both New York Stock Exchange and GM's internal governance standards. Her appointment is a key development in the company's governance structure, signaling continued focus on board oversight and strategic direction. Ms. Crevoiserat's compensation will follow the standard structure for non-employee directors, including an annual retainer, personal accident insurance, and participation in the company vehicle program. A notable aspect of her compensation is the mandatory deferral of 50% of her annual retainer into Deferred Share Units (DSUs), with the option to defer additional compensation. These DSUs will vest upon her retirement or departure from the Board, providing a long-term alignment of interests between directors and shareholders. Investors should note that Ms. Crevoiserat has not yet been assigned to any board committees.

Key Highlights

  • 1Joanne Crevoiserat elected as a new member of GM's Board of Directors, effective August 15, 2022.
  • 2Ms. Crevoiserat has been classified as an independent director by both the NYSE and GM.
  • 3Ms. Crevoiserat will receive an annual retainer of $305,000 (prorated).
  • 4Mandatory deferral of 50% of Ms. Crevoiserat's retainer into Deferred Share Units (DSUs) is required.
  • 5Ms. Crevoiserat has the option to defer additional compensation into DSUs.
  • 6DSUs will be paid out in cash upon retirement or departure from the Board.
  • 7Ms. Crevoiserat has not yet been appointed to any Board committees.

Frequently Asked Questions

Joanne Crevoiserat has been elected to General Motors' Board of Directors. Her appointment is significant as it strengthens the board's composition and leadership, with her being classified as an independent director. This indicates a commitment to robust corporate governance and independent oversight.

Ms. Crevoiserat will receive an annual retainer of $305,000 (prorated) and other benefits. Crucially, 50% of her retainer must be deferred into Deferred Share Units (DSUs), which are tied to the company's stock value. This mandatory deferral aligns her financial interests with long-term shareholder value, as the DSUs are paid out only upon her departure from the board.

This filing primarily concerns a governance change. While Ms. Crevoiserat's expertise will undoubtedly contribute to board discussions and strategic decisions over time, her election itself does not indicate an immediate shift in GM's operational strategy or product development plans. Further information regarding committee assignments, when announced, might provide more insight into specific areas of her focus.