Jami Miscik
General MotorsAbout Jami Miscik
Independent director at GM since 2018 (age 66), currently Senior Advisor at Lazard Geopolitical Advisory; previously CEO and Vice Chairman of Kissinger Associates, Global Head of Sovereign Risk at Lehman Brothers, and Deputy Director for Intelligence at the CIA (career at CIA 1983–2005). She is independent under NYSE/SEC standards, and as of early 2025 serves as Chair of GM’s Risk and Cybersecurity Committee, while also sitting on the Executive and Finance Committees. Attendance is strong: GM directors averaged 98% attendance in 2024, with each director at least 94%.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lazard Geopolitical Advisory | Senior Advisor | Current | Geopolitical risk oversight perspective brought to GM’s enterprise risk program. |
| Kissinger Associates, Inc. | CEO & Vice Chairman | 2017–2022 | Leadership in geopolitical analysis; informs GM’s supply chain and public policy risk reviews. |
| Lehman Brothers | Global Head of Sovereign Risk | 2005–2008 | Expertise in macro/sovereign risk relevant to GM’s global operations. |
| U.S. Central Intelligence Agency | Deputy Director for Intelligence; career roles | Deputy Director 2002–2005; CIA 1983–2005 | Intelligence/risk management background supports board oversight of emerging risks. |
External Roles
| Company | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Morgan Stanley | Director | Current | Committee assignments not disclosed in GM proxy. |
| HP Inc. | Director | Current | Committee assignments not disclosed in GM proxy. |
The Governance Committee annually reviews director independence, including ordinary-course transactions with companies where GM directors serve, and determined such transactions were not material and did not impair independence.
Board Governance
- Committee assignments: Risk & Cybersecurity (Chair, 2025–), Finance Committee member, Executive Committee member.
- Committee activity: Risk & Cybersecurity met 3 times in 2024; approved 2025 cybersecurity budget; led a cyber crisis simulation with FBI; monitored supply chain resiliency and geopolitical/public policy risks. Finance met 4 times in 2024; Executive met as needed (0 meetings in 2024).
- Independence: Board determined all directors except the CEO (Mary Barra) are independent; heightened independence requirements met for Audit and Compensation Committees.
- Engagement: GM invites sell-side and buy-side analysts to Board meetings to deepen oversight; Independent directors held 10 executive sessions in 2024.
- Lead Independent Director: Patricia F. Russo continues in role to ensure continuity through committee chair transitions.
- Attendance: Board held 11 meetings; average attendance 98%, minimum 94% for any director/committee member in 2024.
Fixed Compensation
| Component (Non-Employee Director) | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $130,000 | Represents 40% of retainer and any chair fees applicable; directors may elect DSUs instead of cash. |
| Stock Awards (DSUs) | $195,021 | DSUs equal to common stock value; fully vested on grant, paid after board service. |
| Other Compensation | $23,490 | Company Vehicle Program imputed income ($23,250) and personal accident insurance ($240). |
| Total | $348,511 | — |
| Director Plan Structure | 2025 Structure | 2024 Structure | Notes |
|---|---|---|---|
| Board Retainer (Cash/DSUs; ≥60% must be deferred into DSUs) | $325,000 | $325,000 | DSUs are paid post-service based on average closing price in the prior quarter. |
| Committee Chair Fee (excluding Audit, Exec) | $25,000 | $25,000 | Applies to Risk & Cybersecurity Chair in 2025. |
| Audit Committee Chair Fee | $35,000 | $35,000 | — |
| Independent Lead Director Fee | $100,000 | $100,000 | — |
Performance Compensation
| Element | Applies to Directors? | Metrics | Notes |
|---|---|---|---|
| Short-Term Incentive (STIP) | No | — | Non-employee directors are not eligible for STIP; director pay is retainer + DSUs + chair fees. |
| Long-Term PSUs/Options | No | — | 2024 director “Stock Awards” are DSUs, not PSUs/options; DSUs vest on grant and are paid post-service. |
Other Directorships & Interlocks
| External Board | Potential Interlock Risk to GM | Status |
|---|---|---|
| Morgan Stanley, HP Inc. | Ordinary-course transactions with companies where GM directors serve are reviewed for materiality and independence impact. | Board determined such transactions were not material and did not impair independence. |
Expertise & Qualifications
- Skillset: Finance, Governance, Risk Management, Social, Technology.
- Role focus at GM: As RC Chair, oversees enterprise/cyber risks, supply chain resiliency, public policy/geopolitical risk; approved cybersecurity budget and simulation exercises.
Equity Ownership
| Holding Type | Amount | % Outstanding | Notes |
|---|---|---|---|
| Common Shares Beneficially Owned | 0 | <1% | Directors’ DSUs not counted in common shares; see DSUs below. |
| Deferred Share Units (DSUs) | 26,631 units | — | DSUs are equal to one share, fully vested on grant, paid after board service. |
| Shares Pledged/Hedged | None | — | No director or executive officer had pledged or hedged GM shares. |
| Ownership Guideline | $650,000 in stock/DSUs required; 5 years to comply | — | All non-employee directors in compliance. |
| Section 16(a) Compliance | 2024 Status |
|---|---|
| Timeliness of Insider Filings | GM reports all required 2024 filings were timely; no delinquent filings. |
Governance Assessment
- Board effectiveness: Miscik’s RC chairmanship aligns GM oversight with the most salient investor risks (cybersecurity, supply chain/geopolitics); the committee increased rigor via budget approvals and FBI-led simulations, signaling robust preparedness.
- Independence & engagement: Affirmed independent; high attendance; frequent executive sessions and direct investor engagement improve accountability and information flow.
- Alignment: DSU deferral design and $650k stock ownership guideline support skin-in-the-game; no hedging/pledging enhances alignment.
- Conflicts: Governance Committee’s annual review found ordinary-course transactions with companies where directors serve were not material and did not impair independence.
- Signals: 2024 Say‑on‑Pay support of ~58% triggered responsive compensation program changes (e.g., raising PSU relative TSR target to 55th percentile for 2025 awards), indicating the board’s attentiveness to shareholder feedback—positive for investor confidence even though Miscik is not on the Compensation Committee.
- Overboarding: GM guidelines cap service at ≤4 other public boards; directors’ commitment levels are reviewed annually, with current compliance affirmed—Miscik’s two public boards are within policy.
RED FLAGS
- None observed for Miscik: no pledging/hedging; independence affirmed; attendance solid; no disclosed related-party conflicts tied to her external boards.
Shareholder Feedback Context (Board-wide)
- 2024 Say‑on‑Pay: ~58% approval; subsequent outreach led to program changes (e.g., STIP EV profitability focus; RSUs in lieu of options; PSU TSR target to 55th percentile for 2025).