Mary Barra
Walt DisneyAbout Mary Barra
Mary T. Barra (age 63) has served on Disney’s Board since 2017 and is Chair and Chief Executive Officer of General Motors Company. She is independent under Disney’s Corporate Governance Guidelines and is anticipated to become Chair of the Compensation Committee following the 2025 Annual Meeting; she also serves on the Board’s Succession Planning Committee overseeing the CEO search timeline . In fiscal 2024, each then-serving Director attended at least 75% of aggregate Board and committee meetings and all Directors attended the 2024 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Motors Company | Chair and Chief Executive Officer | 2016–Present | Led transformation and strategic investments in connectivity and electrification; insights on cost rationalization, restructuring, brand leadership, and succession planning . |
| General Motors Company | Chief Executive Officer | 2014–2016 | Executive leadership across product, supply chain, and human capital . |
| General Motors Company | EVP, Global Product Development, Purchasing & Supply Chain | 2013–2014 | Technology-based consumer product development and operations . |
| General Motors Company | SVP, Global Product Development | 2011–2013 | Product strategy, development leadership . |
| General Motors Company | VP, Global Human Resources | 2009–2011 | Human capital management expertise . |
| General Motors Company | VP, Global Manufacturing Engineering | 2008–2009 | Manufacturing engineering leadership . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Motors Company | Director | 2014–Present | Public company directorship; governance and leadership experience . |
| Business Roundtable | Chair (prior role) | — | Governance and public policy thought leadership . |
Board Governance
- Committee assignments: Member, Compensation Committee (anticipated Chair post-Annual Meeting); Member, Succession Planning Committee .
- Independence: Board determined all Directors except the CEO (Robert A. Iger) are independent, including Ms. Barra .
- Attendance: In fiscal 2024, the Board met 8 times and each then-serving Director attended at least 75% of aggregate Board and committee meetings; all Directors attended the 2024 Annual Meeting .
- Executive sessions: The Board reserves time at every regularly scheduled meeting to meet in executive session without the CEO present, including succession discussions .
- Committee activity: Compensation Committee met 8 times in fiscal 2024; Governance & Nominating met 5 times; Succession Planning met 7 times and will continue meeting regularly until CEO succession is complete .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Retainer (policy) | $115,000 | Applies to all non-employee Directors . |
| Annual Committee Retainer (policy) | $10,000 | Per committee (excluding Executive Committee) . |
| Compensation Committee Chair Retainer (policy) | $25,000 | In addition to committee retainer . |
| Annual Deferred Stock Unit Grant (policy) | $240,000 | Granted quarterly as DSUs; fully vested when granted, shares distributed later . |
| Independent Chairman Retainer (policy) | $145,000 | ≥50% paid in stock; in addition to other fees . |
| Mary T. Barra – Fees Earned or Paid in Cash (FY2024) | $125,000 | Likely Board retainer + committee retainer . |
| Mary T. Barra – All Other Compensation (FY2024) | $20,000 | Company matching gifts program (charitable match) . |
| Mary T. Barra – Total (FY2024) | $387,715 | Sum of cash, stock awards, other . |
Form of fees received (FY2024):
| Name | Cash Paid Currently ($) | Cash Deferred ($) | Stock Units – Value Distributed Currently ($) | Stock Units – Value Deferred ($) | Stock Units – Number (#) |
|---|---|---|---|---|---|
| Mary T. Barra | — | — | — | 125,000 | 1,247 |
Director perquisites program:
- Product familiarization and offerings up to $15,000 FMV per calendar year plus tax reimbursement; matching charitable contributions up to $20,000 per Director per calendar year .
Performance Compensation
Director equity grants (policy and FY2024 outcomes):
| Item | Value/Units | Notes |
|---|---|---|
| Annual DSU grant (policy value) | $240,000 | Granted quarterly as DSUs; shares issued on second anniversary unless deferred . |
| Mary T. Barra – Stock Awards (FY2024) | $242,715 | Market value of DSU grants awarded in FY2024 . |
| DSU units awarded (FY2024) | 2,395 units | Applies to each Director other than listed partial-year service exceptions; Ms. Barra received 2,395 units . |
| Dividend equivalent DSUs | Included | Additional DSUs credited each quarter when dividends are paid; included in totals . |
Executive annual incentive metrics under Ms. Barra’s Compensation Committee oversight (FY2024 target-level design):
| Metric | Target-level requirement | Weighting |
|---|---|---|
| Adjusted Revenue | Target set to support strategic priorities; required to achieve target-level payouts | 70% of annual incentive tied to financial metrics overall . |
| Adjusted Total Segment Operating Income | ≥9.1% YoY growth vs FY2023 for target payout | Part of 70% financial metrics . |
| Adjusted After-Tax Free Cash Flow | ≥100% YoY growth vs FY2023 for target payout | Part of 70% financial metrics . |
| Other Performance Factors | Strategic goals achievement | 30% of annual incentive . |
| Long-term PBUs (Executives) | 3-year cumulative relative TSR and ROIC | Below-target payouts historically due to 3-year TSR below minimum; PBUs forfeited for certain prior grants . |
Compensation Committee governance practices:
- Independent consultant retained; annual risk assessment concluded programs are not reasonably likely to pose material adverse risk; prohibits hedging/pledging; clawbacks beyond Dodd-Frank via 2011 Plan .
Other Directorships & Interlocks
| Company/Organization | Role | Interlocks/Exposure |
|---|---|---|
| General Motors Company | Director | No related-party transactions with Disney disclosed; independence affirmed considering ordinary-course transactions with companies where Directors are executives . |
Expertise & Qualifications
- Strategy, innovation, and brand evolution experience from leading GM’s transformation including investments in connectivity and electrified propulsion technologies .
- Insights on large-scale cost rationalization, organizational restructuring, brand leadership, and CEO/management succession planning .
- Human capital and executive compensation experience; focus on aligning incentive structures to long-term strategy via Compensation Committee .
- Governance/public policy leadership (prior Chair of Business Roundtable), experience overseeing large global consumer markets .
Equity Ownership
| Holder | Shares (#) | Stock Units (#) | Shares Acquirable Within 60 Days (#) | Percent of Class |
|---|---|---|---|---|
| Mary T. Barra (as of Jan 16, 2025) | 229 | 21,779 | — | * (Less than 1%) |
Additional DSU holdings (end of FY2024):
| Holder | Stock Units (#) |
|---|---|
| Mary T. Barra | 20,964 |
Ownership alignment:
- Director stock ownership guidelines: market value ≥5x annual Board retainer; retain ≥50% of shares distributed from DSUs until guideline met; each currently serving Director complied or is within three-year build-up period .
- No hedging or pledging permitted for Directors under Insider Trading Compliance Policy .
- Ms. Barra disclaims beneficial ownership of certain shares held in trust/spouse trust (noted in stock ownership footnotes) .
Governance Assessment
- Positive signals: Independent status; anticipated elevation to Compensation Committee Chair; active role on Succession Planning Committee with defined process and timeline (new CEO announcement expected in early 2026); strong committee cadence and executive session discipline .
- Alignment: Election to take retainers in DSUs and substantial DSU holdings promote “skin-in-the-game” and adherence to ownership guidelines; prohibition on hedging/pledging and robust clawback provisions enhance investor alignment .
- Compensation oversight: Committee’s design ties 70% of annual incentive to financial metrics (TSOI, FCF, Revenue) with demanding YoY targets and multi-year PBUs based on relative TSR/ROIC, indicating pay-for-performance rigor under Ms. Barra’s oversight .
- Potential conflicts: Ms. Barra is Chair/CEO and Director of GM; the Board considered ordinary-course transactions with companies where Directors are executives when assessing independence and affirmed independence; no specific related-party transactions with GM disclosed, reducing conflict risk .
- Attendance/engagement: Board and committee attendance thresholds met, Annual Meeting fully attended, supporting engagement and effectiveness .
RED FLAGS: None disclosed specific to Ms. Barra. No hedging/pledging; no related-party transactions; no meeting attendance shortfalls; no excise tax gross-ups; no option repricing without shareholder approval .