Jon McNeill
General MotorsAbout Jon McNeill
Independent director at General Motors since 2022 (age 57), McNeill is CEO and co‑founder of DVx Ventures (since 2020), and brings deep EV, software, cybersecurity, and operating expertise from senior roles at Tesla (led global sales, delivery and service, growing revenue from ~$2B to >$20B annually across 33 countries) and Lyft (COO, 2018–2019). He is currently a member of GM’s Governance & Corporate Responsibility Committee and Risk & Cybersecurity Committee; he is deemed independent by the Board’s 2025 independence review, and attended at least 94% of Board/committee meetings in 2024, consistent with GM’s disclosure .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DVx Ventures | Co-Founder and CEO | 2020–present | Early-stage venture building; technology and operating discipline |
| Lyft, Inc. | Chief Operating Officer | 2018–2019 | Scaled operations and technology-led marketplace execution |
| Tesla, Inc. | President, Global Sales, Delivery & Service | 2015–2018 | Grew revenue from ~$2B to >$20B annually across 33 countries; EV business model, software architecture, cyber expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lululemon Athletica Inc. | Director | Not disclosed (current) | Committee roles not disclosed; current public company directorship provides external governance perspective |
Board Governance
- Committee memberships: Governance & Corporate Responsibility Committee (member) and Risk & Cybersecurity Committee (member). Chairs: Patricia F. Russo (Governance) and Judith A. Miscik (Risk & Cybersecurity) .
- Governance Committee focus in 2024: governance framework, Board composition/refreshment, director compensation and related‑party approvals; met 4 times .
- Risk & Cybersecurity Committee focus in 2024: enterprise and cyber risk oversight (including AI, privacy), approved 2025 cyber budget, ran FBI‑supported crisis simulation; met 3 times .
- Independence: Board affirmed all non‑employee directors (including McNeill) are independent under NYSE/SEC rules (2025 assessment) .
- Attendance: Board held 11 meetings; committees held 24; average attendance 98%; each director standing for re‑election attended ≥94% in 2024. Independent directors held 10 executive sessions in 2024 .
- Lead Independent Director: Patricia F. Russo, with robust duties including executive sessions and CEO evaluation oversight .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Eligible to be Paid in Cash | 160,000 | McNeill elected to take this amount as DSUs in lieu of cash; includes Board retainer portion and (as applicable) Cruise subsidiary board service . |
| Stock Awards (DSUs) – Grant Date Fair Value | 195,021 | Valued at $53.27 closing price on Dec 31, 2024; excludes voluntary DSU election of cash . |
| All Other Compensation | 14,344 | Company vehicle program ($14,104) and personal accident insurance ($240) . |
| Total | 369,365 | Sum of components above . |
- Director compensation structure: annual Board retainer $325,000 (2024/2025); committee chair fees: $25,000 (non‑Audit), $35,000 (Audit); Independent Lead Director fee $100,000 .
- Deferral requirement: directors must defer at least 60% of retainer into DSUs; may elect additional deferrals (e.g., committee/lead fees). DSUs vest on grant, settle in cash after Board departure, and accrue dividend equivalents; directors are prohibited from selling GM securities while on the Board .
Performance Compensation
GM does not use performance‑based pay for non‑employee directors. For governance context (pay‑for‑performance oversight), executive incentive plan metrics and outcomes are below.
| Plan | Measure | Weight | Outcome/Notes |
|---|---|---|---|
| 2024 STIP (Annual cash) | EBIT‑adjusted (incl. Cruise) | 35% | Above target; contributed to 147% Company performance payout; CEO total STIP payout 159% with individual modifier cap ≤110% . |
| 2024 STIP | Adjusted Automotive Free Cash Flow (AAFCF) | 25% | Above target; supported 147% Company performance payout . |
| 2024 STIP | Q4 EV Variable Profit Margin | 25% | Achieved positive variable profit; aligned with profitability focus vs. volume . |
| 2024 STIP | Software & Services Delivery Quality | 10% | On‑time and high‑quality delivery target emphasized; achieved on‑time with quality . |
| 2024 STIP | AV Strategy Progress | 5% | Refocused AV strategy and integrated GM/Cruise teams; achieved plan goals . |
| 2022–2024 LTIP (PSUs) | 3‑yr Relative TSR | Portion of PSUs | PSU payout 80% due to below‑target 3‑year TSR; target percentile increased to 55th starting 2025 . |
| 2022–2024 LTIP (PSUs) | 3‑yr EBIT‑adjusted Margin | Portion of PSUs | Between threshold and target performance . |
| 2024–2026 LTIP (PSUs) | Cumulative AAOCF | 30% of LTIP | Added in 2024 to increase long‑term cash focus . |
| 2024–2026 LTIP | RSUs | 25% of LTIP | Replaced stock options beginning 2024 to aid talent attraction/retention . |
2024 Say‑on‑Pay result was ~58%; Board/Compensation Committee conducted extensive investor outreach and adjusted program design (e.g., EV profitability focus in STIP; RSUs replacing options; higher TSR target) .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Lululemon Athletica Inc. | Director (current) | No GM‑disclosed related‑party transactions with Lululemon; Governance Committee reviews all related‑party transactions . |
| GM Cruise Holdings LLC (subsidiary) | Director (service reflected in fees eligible to be paid in cash) | Subsidiary board service; compensation captured within director fee disclosures . |
Expertise & Qualifications
- EV domain and software architecture; cyber expertise; manufacturing/industry knowledge; risk management and technology credentials .
- Board skills matrix tags for McNeill include cyber, environmental, finance, governance, industry, manufacturing, marketing, risk management, social, technology .
- Experience scaling complex, tech‑enabled operations and driving customer‑centric product delivery in EVs and mobility .
Equity Ownership
| Item | Detail |
|---|---|
| Common shares beneficially owned | 0 (no common stock listed for McNeill) . |
| DSUs held | 15,302 DSUs . |
| Ownership as % of shares outstanding | Less than 1%; GM outstanding shares 966,280,490 as of Apr 4, 2025 . |
| Pledging/Hedging | None; company states no director/officer pledged or hedged GM stock; hedging/pledging prohibited . |
| Stock ownership guideline | $650,000 market value requirement; 5 years to comply; all non‑employee directors in compliance . |
Governance Assessment
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Strengths
- Independent director with strong EV/software/cyber credentials; seats on Governance and Risk & Cyber committees position him to influence oversight of strategic, enterprise, and cyber risks .
- High alignment via DSU deferrals (elected to receive $160,000 in DSUs rather than cash) and DSU holdings; policy prohibits hedging/pledging; all directors meet ownership guidelines .
- Board engagement robust: ≥94% attendance, frequent executive sessions (10 in 2024), and active risk/cyber simulation participation at Board level .
-
Watch items / potential red flags
- 2024 Say‑on‑Pay support of ~58% signals investor scrutiny of pay‑for‑performance; while McNeill is not on the Compensation Committee, overall Board responsiveness and subsequent program changes reduce risk but merit continued monitoring .
- Related‑party exposure: none disclosed for McNeill; Governance Committee maintains oversight and recusal protocols for any potential conflicts .
-
Implications for investor confidence
- McNeill’s EV/software/cyber expertise is accretive to oversight of GM’s transformation (EV profitability, software quality, AV risk management), and his committee assignments align with key risk/governance levers. His DSU-heavy compensation and compliance with ownership/anti‑hedging policies support alignment; ongoing Board responsiveness to shareholder feedback on executive pay is a positive governance signal .