Jan Tighe
General MotorsAbout Jan E. Tighe
Retired U.S. Navy Vice Admiral (age 62), GM director since 2023, serving on the Audit Committee and the Risk & Cybersecurity Committee. She brings deep expertise in cybersecurity, information warfare, and intelligence, including service as Deputy Chief of Naval Operations for Information Warfare and Director of Naval Intelligence prior to retiring in 2018. GM’s Board has affirmatively determined she is independent under NYSE/SEC standards; each director standing for re-election attended at least 94% of Board and committee meetings in 2024, with average attendance of 98% .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Navy | Deputy Chief of Naval Operations for Information Warfare; Director of Naval Intelligence | Until 2018 (retired 2018) | Led information warfare and intelligence; extensive oversight of technology risk and strategic assessments |
| U.S. Navy – Fleet Cyber Command | Commander | 2014–2016 | Operational leadership in cybersecurity and operational technologies |
| Naval Postgraduate School | President | 2012–2013 | Academic leadership in technology/innovation |
| U.S. Cyber Command | Deputy Director of Operations | 2010–2011 | Cyber and operational risk oversight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Goldman Sachs Group, Inc. | Director | Current | Public company board service; financial/cyber expertise |
| Huntsman Corporation | Director | Current | Public company board service; risk oversight |
| The Progressive Corporation | Director | Prior (past five years) | Public company board service |
| IronNet, Inc. | Director | Prior (past five years) | Public company board service |
Board Governance
- Committee assignments: Audit Committee; Risk & Cybersecurity Committee. Not a committee chair; RC chaired by Judith Miscik in 2024 .
- Committee activity: Audit met 9 times; Risk & Cybersecurity met 3 times in 2024 .
- Independence: Board affirmed all non-employee directors (including Tighe) are independent, with heightened independence for Audit/Compensation members; ordinary-course transactions with companies where directors serve were determined not material and did not impair independence .
- Attendance and engagement: Board held 11 meetings in 2024; average director attendance 98%; each director standing for re-election attended ≥94%; independent directors met in 10 executive sessions; Board and committees hold regular executive sessions without management .
- Cyber/Risk oversight: RC reviewed enterprise and cyber risks; approved 2025 cyber budget; conducted a cyber crisis simulation with FBI participation; ongoing maturity scorecards and threat briefings .
Fixed Compensation
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Board Retainer (policy) | 325,000 | 60% mandatory deferral into DSUs; 40% cash eligible |
| Committee Chair Fees (policy) | 25,000 (non-Audit); 35,000 (Audit) | Not applicable to Tighe (not a chair in 2024) |
| Jan E. Tighe – Cash Eligible | 130,000 | 40% of retainer; she elected DSUs in lieu of cash for $130,000 |
| Jan E. Tighe – Stock Awards (DSUs) | 195,021 | Aggregate grant-date fair value; DSUs valued at $53.27 closing price on 12/31/2024 |
| Jan E. Tighe – Other Compensation | 23,323 | Vehicle program imputed income $23,083 + accident insurance $240 |
| Jan E. Tighe – Total | 348,344 | Sum of components above |
Performance Compensation
Directors do not receive performance-linked equity (no options/PSUs); non-employee director equity is in DSUs that are fully vested upon grant, have no voting rights, are not saleable until after Board service, and pay out in cash based on average daily closing price in the quarter before payment. Tighe elected to receive DSUs in lieu of her cash-eligible fees ($130,000) in 2024, and received DSU stock awards valued at $195,021 .
- DSU mechanics: Minimum 60% of retainer deferred; dividend equivalents credited as additional DSUs; payout post-service in lump sum or installments up to five years .
- Metrics: None applicable to director compensation (no STIP/LTIP for directors) .
Other Directorships & Interlocks
| Company | Relationship to GM | Potential Interlock/Conflict Notes |
|---|---|---|
| The Goldman Sachs Group, Inc. | Financial services provider broadly; potential capital markets interactions | Board’s annual independence review considers ordinary-course transactions at companies where directors serve; determined any such transactions were not material and did not impair independence |
| Huntsman Corporation | Chemicals manufacturer | No GM-related transactions disclosed; independence affirmed |
Expertise & Qualifications
- Cybersecurity and technology risk leadership (Fleet Cyber Command; cyber operations; information systems) .
- Intelligence and strategic risk assessment (Director of Naval Intelligence; U.S. Cyber Command operations) .
- Governance competencies: Risk management, technology oversight, human capital insights for EV/AV workforce transition .
- Board skills matrix: Technology, cyber, finance, governance, marketing, risk management, social expertise attributed to Tighe .
Equity Ownership
| Holder | Common Shares Beneficially Owned | DSUs Held | % of Outstanding Shares | Pledging/Hedging |
|---|---|---|---|---|
| Jan E. Tighe | — | 12,111 | <1% | No shares pledged; hedging/pledging prohibited by policy |
- Stock ownership guideline: Each non-employee director must own GM common stock or DSUs with market value ≥$650,000; directors have up to five years from initial election to meet; Tighe elected in 2023 and remains subject to the guideline timeline .
- Retention requirement: All non-employee directors are in compliance with stock retention requirements (no sales during Board service) .
Governance Assessment
- Board effectiveness: Tighe’s cyber and intelligence background is highly additive to Audit and RC oversight amid growing software-defined vehicle, EV, and supply chain risk. Her participation on Audit aligns with GM’s requirement that members be independent and financially literate; RC’s 2024 work included cyber budget approval and FBI-led simulations, signaling active engagement on material risks .
- Independence and conflicts: The Board’s 2025 review affirmed her independence and evaluated potential ordinary-course transactions at companies where directors serve, concluding no materiality or impairment; no related-party transactions involving Tighe were disclosed .
- Alignment and incentives: Tighe’s mandatory DSU deferral (and election to convert her cash fees to DSUs) increases alignment with shareholder outcomes; DSUs’ post-service payout and holding requirements strengthen long-term orientation .
- Attendance and engagement: High Board/committee meeting cadence with strong attendance; frequent executive sessions support robust independent oversight; Board’s stewardship and investor engagement programs (including analyst invitations to Board meetings) indicate active accountability channels .
- RED FLAGS: None disclosed for Tighe—no hedging/pledging, no related-party transactions, not overboarded under GM guidelines (limit four other public boards; audit committee service limits), and independence affirmed. Note that service at large financial institutions (e.g., Goldman Sachs) warrants continued monitoring for transaction materiality, though the Board currently deems any such interactions immaterial .