Grant Dixton
Executive Vice President, Chief Legal, Public Policy Officer and Corporate Secretary at 
General Motors
General MotorsExecutive
About Grant Dixton
Grant M. Dixton is Executive Vice President, Chief Legal & Public Policy Officer and Corporate Secretary at General Motors, appointed effective July 15, 2024; he oversees global legal, compliance, corporate governance, privacy, and public policy functions . He holds a B.A. from Harvard University and a J.D. from Harvard Law School, where he served on the Harvard Law Review . Prior roles include Chief Legal Officer at Activision Blizzard (2021–2024) and senior legal leadership at Boeing, culminating as General Counsel & Corporate Secretary; earlier, he was Associate Counsel to the President (2003–2006) . Age: 51 (Equilar) . GM performance context in his tenure includes Q3 2025 revenue $48.6B, net income $1.3B, EBIT-adjusted $3.4B, with updated FY2025 guidance for EBIT-adjusted of $12.0–$13.0B .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| General Motors | EVP, Chief Legal & Public Policy Officer; Corporate Secretary | 2024–present | Oversees global legal, compliance, corporate governance, privacy, public policy |
| Activision Blizzard | Chief Legal Officer | 2021–2024 | Led legal through the $68.7B sale to Microsoft (deal execution) |
| Boeing | Senior legal roles including General Counsel & Corporate Secretary | 2006–2021 | Provided strategic counsel across governance, litigation, IP, labor |
| The White House | Associate Counsel to the President | 2003–2006 | Legal advice on domestic policy, including environmental matters |
| Early Career | Judicial law clerk (U.S. Courts of Appeals, U.S. Supreme Court) | n/a | Foundational appellate and Supreme Court clerkships |
External Roles
No public company directorships disclosed .
Fixed Compensation
GM’s 2025 proxy does not disclose Grant Dixton’s individual base salary, target bonus, or cash compensation; he was not a Named Executive Officer (NEO) for 2024, and thus not listed in the Summary Compensation Table .
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Payout Range | Vesting |
|---|---|---|---|---|---|
| PSUs (2024–2026) | Cumulative Adjusted Automotive Operating Cash Flow (AAOCF) | 40% | Not disclosed (competitive sensitivity) | 0–200% of target | Cliff vest after 3 years (1/1/2024–12/31/2026) |
| PSUs (2024–2026) | Relative TSR | 40% | 50th percentile; capped at target if TSR is negative | 0–200% of target | Cliff vest after 3 years |
| PSUs (2024–2026) | EBIT-adjusted Margin | 20% | Not disclosed (competitive sensitivity) | 0–200% of target | Cliff vest after 3 years |
| RSUs | N/A | N/A | N/A | N/A | Ratable vesting over 3 years |
| STIP (2024 framework) | EBIT-adjusted, AAFCF, strategic pillars (EV, Software & Services, AV) | N/A | Annual | 0–200% | Cash payout; subject to individual modifiers and caps |
2024 outcomes (company-level reference point): STIP company performance payout 147% and 2022–2024 LTIP PSU payout 80% of target .
Equity Ownership & Alignment
| Policy Area | Detail |
|---|---|
| Stock Ownership Requirements | Apply to all senior leaders; multiple of salary; five-year timeframe; must continue to hold; counts actual shares and unvested RSUs (excludes options and unvested PSUs); ongoing refreshment every five years; all NEOs were met/on track as of 12/31/2024 . |
| Hedging & Pledging | Hedging, short sales, derivatives, and pledging of GM securities are prohibited for all Insiders . |
| Trading Windows | Directors, executive officers, and senior leaders must trade only during pre-established windows after preclearance, or via pre-approved Rule 10b5-1 plans . |
| Beneficial Ownership (pledging) | None of the shares shown as beneficially owned by directors and executive officers are pledged; table based on 966,280,490 shares outstanding as of April 4, 2025 . |
Employment Terms
| Term | Details |
|---|---|
| Appointment | Elected Executive Vice President and Chief Legal & Public Policy Officer; effective July 15, 2024 . |
| Corporate Secretary | Serves as Corporate Secretary . |
| Clawback & Cancellation | Clawback applies to executive officers for misconduct, inaccurate performance, or accounting restatement; cancellation for detriment; expanded definitions in 2023 . |
| Non-compete/Non-solicit | Included in grant agreements for senior leaders where enforceable; violations trigger cancellation and clawback . |
| Severance Program (Execs) | For non-CEO executive officers: 1.5x salary cash severance; 18 months COBRA premium cash; STIP at target (for CIC/termination scenarios); equity awards are double-trigger (CIC + termination) with values based on closing price; structure pays equity in cash once vested under program . |
| CIC Mechanics | Double-trigger vesting for equity; no gross-up payments; change-in-control terms governed by program and award agreements . |
| Insider Trading Policy | Preclearance required; trades limited to windows or pre-approved 10b5-1 plans . |
Equity Ownership & Beneficial Holdings (Executive-specific)
No company disclosure of Grant Dixton’s personal share ownership, vested/unvested equity, options, or % of shares outstanding in the 2025 proxy (he is not listed among NEOs or directors in the Security Ownership table) .
Performance & Track Record
- Activision Blizzard: Led legal team through the $68.7B acquisition by Microsoft, demonstrating complex M&A execution and regulatory navigation .
- Boeing: 15-year tenure culminating as General Counsel & Corporate Secretary, with broad governance, litigation, IP, and labor oversight .
- White House: Associate Counsel to the President, providing advice on domestic policy including environmental matters .
- GM context: Q3 2025 revenue $48.6B, net income $1.3B, EBIT-adjusted $3.4B; FY2025 guidance raised for EBIT-adjusted to $12.0–$13.0B .
Risk Indicators & Red Flags (Policy landscape)
- Hedging/pledging prohibited for Insiders, reducing misalignment risk .
- Robust clawback and cancellation framework covering misconduct, restatements, and non-compete violations .
- No tax gross-ups on executive severance; repricing, spring-loading, or backdating of equity awards not permitted .
- Equity awards require double-trigger vesting upon change-in-control (alignment and retention balance) .
Compensation Structure Analysis (GM-wide design applicable to executive officers)
- Shift to cash-generation focus: 2024–2026 PSU metrics increased emphasis on Cumulative AAOCF and rebalanced weights (40% AAOCF, 40% Relative TSR, 20% EBIT-adjusted Margin) .
- Reduced options risk: 2024 LTIP design moved from options to RSUs (25%) alongside PSUs (75%), enhancing retention and lowering volatility exposure .
- Governance guardrails: Caps, negative discretion, ownership requirements, clawbacks, cancellation provisions, and risk assessments (low risk determination in Dec 2024) .
Investment Implications
- Strong alignment mechanisms (ownership requirements, hedging/pledging ban, clawbacks, double-trigger) lower governance risk and insider-selling pressure during windows, especially with preclearance and Rule 10b5-1 plans .
- Cash-generation emphasis in PSU metrics (AAOCF, EBIT-adjusted margin) ties executive equity outcomes to tangible financial performance, which can favor capital discipline and FCF improvements in GM’s transformation period .
- Severance program terms (1.5x salary, target STIP for CIC/termination; equity double-trigger) balance retention and shareholder protection; absence of excise tax gross-ups reduces shareholder-unfriendly optics .
- Data gaps: Lack of disclosed Dixton-specific cash/equity grants and ownership limits precision on pay-for-performance and skin-in-the-game analysis; monitor future proxies and any Form 4 filings for updated ownership and vesting schedules .