Joseph Jimenez
General MotorsAbout Joseph Jimenez
Joseph Jimenez (age 65) has served on GM’s Board since 2015. He is Co‑Founder and Managing Partner of Aditum Bio (since 2019) and previously was CEO of Novartis AG (2010–2018); his background spans regulated global operations, finance, strategic planning, and consumer branding. He is an independent director and currently chairs GM’s Finance Committee; he also serves on the Executive Compensation and Risk & Cybersecurity Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Novartis AG | Chief Executive Officer | 2010–2018 | Led R&D‑intensive, capital‑heavy global operations |
| Novartis Pharmaceuticals Division | Division Head | Oct 2007–2010 | Ran large regulated pharma business |
| Novartis Consumer Health Division | Division Head | 2007 | Consumer branding and marketing exposure |
| The Blackstone Group L.P. | Advisor | 2006–2007 | Strategic/financial advisory experience |
| H.J. Heinz Company (North America) | President & CEO | 1999–2002 | Consumer products leadership |
| Heinz Europe | EVP; President & CEO | 2002–2006 | Pan‑European operations leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Aditum Bio | Co‑Founder & Managing Partner | 2019–Present | Biotechnology‑focused venture investing |
| The Procter & Gamble Company | Director | Current | Public company directorship |
| Century Therapeutics, Inc. | Director | Current | Public company directorship |
| Graphite Bio | Director | Prior (past 5 years) | Prior public company board |
Board Governance
- Committee assignments and roles:
- Finance Committee – Chair; reviewed capital allocation (including $6B buyback authorization), portfolio profitability, raw materials strategy; 4 meetings in 2024 .
- Executive Compensation Committee – Member; led program changes and shareholder outreach; 4 meetings in 2024 .
- Risk & Cybersecurity Committee – Member; oversight of cyber budgets, threat simulation, emerging risks; 3 meetings in 2024 .
- Executive Committee – Member; meets as necessary; 0 meetings in 2024 .
- Independence: Board affirmed all non‑employee directors (including Jimenez) are independent under NYSE/SEC standards; heightened independence for Audit and Compensation members met .
- Attendance and engagement: Board held 11 meetings; average attendance 98%, and each director standing for re‑election attended ≥94%; independent directors met in 10 executive sessions in 2024 .
Signal: As Finance Chair and Compensation Committee member, Jimenez is central to capital allocation and pay design—key drivers of investor confidence .
Fixed Compensation
| Compensation Element | 2024 Structure ($) | 2025 Structure ($) |
|---|---|---|
| Board retainer (cash) | 325,000 | 325,000 |
| Independent Lead Director fee | 100,000 | 100,000 |
| Audit Chair fee | 35,000 | 35,000 |
| Other Committee Chair fee | 25,000 | 25,000 |
| 2024 Director Compensation (Jimenez) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 155,000 (includes 40% of retainer + Finance Chair fee) |
| Stock Awards (DSUs) – fair value | 195,021 |
| All Other Compensation | 41,261 (Company vehicle program $41,021; accident insurance $240) |
| Total | 391,282 |
- DSU deferral: Directors must defer at least 60% of retainer into DSUs; Jimenez elected to receive $155,000 of cash‑eligible amounts in DSUs in 2024 .
Performance Compensation
| Equity Vehicle | Grant/Valuation | Vesting/Payment | Mechanics |
|---|---|---|---|
| Deferred Share Units (DSUs) | $195,021 fair value using $53.27 closing price on 12/31/2024 | Fully vested at grant; payable in cash post‑Board service based on average daily closing price in the preceding quarter | Dividend equivalents credited as additional DSUs; directors prohibited from selling GM securities while serving |
Note: GM’s non‑employee director equity is time‑based DSUs (not performance‑based); committee benchmarks were maintained for 2025 after review against the executive compensation peer group .
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Interlock/Conflict Notes |
|---|---|---|---|
| The Procter & Gamble Company | Director | Not disclosed | Governance Committee reports no compensation committee interlocks or insider participation concerns; no GM executives served on boards of companies employing GM Compensation Committee members |
| Century Therapeutics, Inc. | Director | Not disclosed | Transactions with companies where directors serve were ordinary course, immaterial, and did not impair independence |
| Graphite Bio | Prior Director (past 5 years) | Not disclosed | — |
Expertise & Qualifications
- Skillset: Environmental, Finance, Governance, Manufacturing, Marketing, Public Company CEO, Risk Management, Technology .
- Board skills matrix emphasizes finance, global, risk management expertise—aligned with his Finance Chair responsibilities .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 32,330 shares; includes 330 shares held indirectly via LLC |
| DSUs held | 83,075 DSUs (unit equivalents; not included in common share count) |
| Ownership as % of outstanding | Less than 1% |
| Pledged shares | None; no director or executive officer had pledged GM shares |
| Hedging/pledging policy | Hedging/short sales/derivatives and pledging prohibited for insiders |
| Director ownership guideline | Required to hold GM stock/DSUs valued ≥$650,000 within 5 years; all directors in compliance |
Insider Trading & Compliance
| Item | Status |
|---|---|
| Section 16(a) filing compliance (2024) | Company believes all required reports were timely filed in 2024 |
| Insider Trading Policy | Preclearance required; trading limited to windows; hedging/pledging prohibited |
Governance Assessment
- Board effectiveness: Finance Committee under Jimenez recommended increasing share repurchases by $6B (Q2 2024), reviewed dividend policy, program approvals, supply chain resiliency—strong capital discipline and risk oversight signals .
- Pay oversight and shareholder responsiveness: As a Compensation Committee member and co‑signatory to the Committee letter, Jimenez participated in outreach and supported program changes (EV metrics moved to STIP; RSUs added; cumulative AAOCF in PSUs; relative TSR target raised to 55th percentile for 2025)—a positive governance response to a weak 2024 Say‑on‑Pay (58% support) .
- Independence & attendance: Affirmed independent; Board attendance strong (avg 98%; each director ≥94%); frequent executive sessions (10) reflect active independent oversight .
- Conflicts/related parties: Board reviewed ordinary‑course transactions involving companies with director ties and found them immaterial and non‑impairing; no pledging; strict insider trading policy reduces alignment risks .
- Director compensation alignment: Mandatory DSU deferral (≥60%) and ownership guidelines ($650k) ensure skin‑in‑the‑game; DSUs paid only after Board service, reinforcing long‑term alignment .
RED FLAGS
- 2024 Say‑on‑Pay support at ~58% was a negative signal; mitigation steps were implemented and further disclosure/rigor added for 2025 (elevated TSR target; clearer metrics, target‑setting) .
- Perquisites: Company vehicle program benefits (estimated annual lease value) are standard at GM but warrant monitoring versus best‑practice minimization; directors are responsible for taxes on imputed income .
- Overboarding risk: GM limits directors to ≤4 other public boards; Jimenez’s disclosed public boards (P&G and Century Therapeutics) are within guideline; Governance Committee annually reviews commitment/availability .
Overall: Jimenez’s finance, risk, and compensation oversight roles, high attendance, and independent status support board effectiveness; proactive compensation program adjustments and strong capital allocation oversight enhance investor confidence, with residual attention warranted on pay vote trajectory and perquisite optics .