Devin Wenig
General MotorsAbout Devin Wenig
Independent director at General Motors since 2018, age 58. Background as former President and CEO of eBay (2015–2019), earlier President of eBay Marketplaces (2011–2015) and senior executive roles at Thomson Reuters/Reuters; currently Co‑Founder and CEO of Symbolic.ai (since 2023). Committee expertise in executive compensation, with transition to Chair of GM’s Executive Compensation Committee effective at the 2025 annual meeting. Independence affirmed by the Board under NYSE/SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Symbolic.ai | Co‑Founder & CEO | 2023–present | AI platform leadership; technology and software strategy expertise relevant to GM transformation |
| eBay Inc. | President & CEO; Director | Jul 2015–Aug 2019 | Led large-scale consumer tech operations; public company CEO experience |
| eBay Inc. | President, Marketplaces | Sep 2011–Jul 2015 | Scaled global marketplaces; customer and digital expertise |
| Thomson Reuters Markets | CEO (largest division) | 2008–2011 | Led global financial information division; operational and strategic planning |
| Reuters Group plc | COO | 2006–2008 | Enterprise operations leadership |
| Reuters | President, business divisions | 2003–2006 | Business unit leadership; data and technology experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Current public company boards | None | — | No current public company directorships |
| eBay Inc. (public) | Director | Jul 2015–Aug 2019 | Prior public board within past five years |
Board Governance
- Committee assignments: Executive Compensation Committee (member); designated to become Chair following the June 3, 2025 annual meeting.
- Independence: Board affirmatively determined all non-employee directors, including Wenig, are independent under NYSE/SEC rules; Audit and Compensation committee members meet heightened independence.
- Attendance: Board held 11 meetings; committees held 24; average director attendance 98%, each director ≥94% in 2024.
- Engagement: Independent directors held 10 executive sessions in 2024; Lead Independent Director Patricia F. Russo oversees executive sessions and agenda-setting.
- Cruise board service: Director cash retainer disclosure includes fees for service on the GM Cruise Holdings LLC board for Wenig (and two other directors).
Fixed Compensation
| Compensation Element | 2024 Structure ($) | 2025 Structure ($) | Notes |
|---|---|---|---|
| Board Retainer | 325,000 | 325,000 | At least 60% deferred into DSUs; directors may elect to defer more |
| Independent Lead Director Fee | 100,000 | 100,000 | Applies to Lead Independent Director (Russo) |
| Audit Committee Chair Fee | 35,000 | 35,000 | Committee chair workload premium |
| Other Committee Chair Fees | 25,000 | 25,000 | For chairs other than Audit/Executive |
2024 Non-Employee Director Compensation – Wenig:
| Component | Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 160,000 | Eligible cash amounts; Wenig elected to receive DSUs in lieu of cash |
| Stock Awards (DSUs) | 195,021 | Aggregate grant date fair value; calculated using $53.27 closing price on 12/31/2024 |
| All Other Compensation | 34,573 | Company Vehicle Program $34,333 and personal accident insurance $240 |
| Total | 389,594 | Sum of components |
Program mechanics:
- DSU deferrals: Each DSU equals one GM share; fully vested upon grant, no voting rights; earns dividend equivalents credited as DSUs; paid post-board service in cash based on average daily closing price in the prior quarter; directors must defer at least 60% of the annual retainer.
Performance Compensation
| Equity Component | Value/Units | Terms |
|---|---|---|
| Annual DSU award (2024) | $195,021 | Grant date fair value; number determined by dividing value by $53.27 closing price (units not disclosed per-director) |
| Total DSUs held (as of Apr 4, 2025) | 57,981 DSUs | Security ownership disclosure for non-employee directors |
Notes:
- Director equity is delivered as DSUs (time-based), not performance-conditioned PSUs/RSUs; DSUs are fully vested upon grant and paid after service ends; dividend equivalents accrue as DSUs.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None |
| Prior public boards (5-year lookback) | eBay Inc. |
| Compensation committee interlocks | None; no GM executive served on a compensation committee/board employing GM’s compensation committee members (including Wenig) |
| Overboarding policy | GM limits service to ≤4 other public boards; Audit committee members ≤2 other audit committees; Governance Committee reviews commitments annually |
Expertise & Qualifications
- Skillset: Finance, Governance, Marketing, Public Company CEO, Risk Management, Social, Technology.
- Board contribution: Technology/software and AI experience supports GM’s software-defined vehicle and strategic transformation pillars.
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Common stock beneficially owned | — | No directly owned common shares reported |
| DSUs held | 57,981 | DSUs are common stock equivalents, paid in cash after service |
| Ownership % of shares outstanding | <1% | Asterisk denotes less than 1% |
| Pledging/hedging | None disclosed; no director or executive officer had pledged shares; insiders prohibited from hedging/pledging GM securities |
Director stock ownership guidelines:
- Requirement: Hold GM common stock or DSUs with market value ≥$650,000; compliance deadline up to five years; all non-employee directors are in compliance.
Governance Assessment
- Committee leadership signal: Transition to Chair of Executive Compensation Committee places Wenig at the center of pay-for-performance alignment after GM’s 2024 Say‑on‑Pay received ~58% support; committee letter reiterates responsiveness (e.g., raised PSU relative TSR target to 55th percentile starting 2025, shifted EV metrics to STIP). Elevated scrutiny and engagement responsibilities.
- Independence/attendance: Independence affirmed; strong attendance culture (98% average; ≥94% per director) and frequent executive sessions (10 in 2024) support board effectiveness; continued role of Independent Lead Director strengthens oversight.
- Alignment & ownership: DSU-heavy director pay and $650k ownership guideline with full compliance indicate skin‑in‑the‑game; Wenig holds 57,981 DSUs; no pledging/hedging red flags.
- Related-party/conflicts: No related-party transactions disclosed involving Wenig; governance framework administers conflicts via the Governance Committee; compensation committee interlocks absent.
Note on Form 4 insider filings: Attempted to fetch Wenig’s recent GM Form 4 transactions using the insider‑trades skill but received an authorization error from the data source (HTTP 401). Ownership and equity positions herein reflect the latest proxy statement disclosures.