Mark Reuss
General MotorsAbout Mark Reuss
Mark L. Reuss is President of General Motors (age 61 as of January 28, 2025), serving in this role since 2019 . Under the senior leadership team (including Reuss), GM delivered strong 2024 performance: revenue rose ~9% to $187.4B, record EBIT‑adjusted of $14.9B, EPS‑diluted‑adjusted $10.60, and ~50% TSR, outperforming key competitors and the S&P 500 . These outcomes translated to a 147% company STIP score and an 80% payout for the 2022–2024 PSU cycle, evidencing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| General Motors | President | 2019–present | Senior leadership during GM’s transformation and 2024 record results (above‑target EBIT‑adjusted/AAFCF, Q4 EV variable profit, elevated TSR) |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $1,350,000 | $1,350,000 | $1,350,000 |
| STIP Target % | — | 125% | 125% |
| Nonequity Incentive Plan (Actual STIP Paid) | $2,598,800 | $2,109,400 | $2,679,100 |
| Stock Awards (Grant-date fair value; PSUs/RSUs) | $7,471,875 | $10,471,875 | $13,962,535 |
| Option Awards (Grant-date fair value) | $2,490,626 | $3,490,634 | $0 |
| Target Long-Term Mix | 2023 | 2024 |
|---|---|---|
| PSUs Target Value | $10,471,875 | $10,471,875 |
| RSUs Target Value | $0 (stock options used) | $3,490,625 |
| Stock Options Target Value | $3,490,625 | $0 (replaced by RSUs) |
Performance Compensation
| Plan | Metric | Weight | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| 2024 STIP | EBIT‑adjusted (incl. Cruise) | 35% | Targets set above 2023 actuals and assessed as rigorous | Above target (company‑level) | Company score 147% of target | Annual cash; capped at 200% with individual modifier up to 110% |
| 2024 STIP | AAFCF | 25% | As above | Above target (company‑level) | Included in 147% | Annual cash; same as above |
| 2024 STIP | Q4 EV Variable Profit Margin | 25% | Profitability focus replacing volume target | Positive variable profit achieved in Q4 | Included in 147% | Annual cash |
| 2024 STIP | Software & Services goal | 10% | On‑time, quality software delivery | Delivered on‑time with quality | Included in 147% | Annual cash |
| 2024 STIP | AV Strategy | 5% | Strategic milestones | Refocused AV strategy | Included in 147% | Annual cash |
| 2022–2024 PSU | 3‑yr EBIT‑adjusted Margin | 15% (2024 PSU design; 30% for 2023 design) | Not disclosed | Between threshold and target (aggregate) | 80% of target (cycle payout) | 3‑year cliff; settled on performance determination |
| 2022–2024 PSU | Relative TSR (OEM peer set) | 30% | Target raised to 55th percentile starting with 2025 awards | Below target over 3‑year window | 80% of target (cycle payout) | 3‑year cliff; cap at target if absolute TSR negative |
| 2024–2026 PSU | Cumulative AAOCF | 30% | Not disclosed | In‑progress | In‑progress | Cliff vest on 2/6/2027 |
| RSUs | Time‑based | 25% of LTIP (from 2024) | — | — | — | Ratable vesting over 3 years (e.g., 2/6 of 2025/2026/2027) |
Key design shifts:
- EV/S&S/AV metrics moved to STIP to better match dynamic execution; 2024 STIP includes individual performance modifier up to 110% and total payout cap 200% .
- LTIP moved from stock options to RSUs (25%) in 2024; added 30% Cumulative AAOCF PSU to increase focus on long‑term cash generation .
- Relative TSR target percentile increased from 50th to 55th starting with 2025 grants .
Equity Ownership & Alignment
| Ownership/Equity Detail | 2023 | 2024 | 2025 |
|---|---|---|---|
| Beneficially owned common shares | 972,075 (<1%) | 1,261,061 (<1%) | 1,130,409 (<1%) |
| Options exercisable within 60 days (included in totals) | 679,802 | 842,367 | 855,152 |
| Shares pledged as collateral | None (prohibited by policy; none pledged) | ||
| Stock ownership guidelines | Senior leaders subject to time‑bound multiples; counts actual shares and unvested RSUs (excludes options/PSUs); 5‑year compliance cycle | ||
| Compliance status | All NEOs have met or are on track by their deadlines (as of 12/31/24) |
Outstanding awards and vesting (as of 12/31/24):
- RSUs: 91,787 unvested (vest ratably each 2/6 of 2025, 2026, 2027) .
- PSUs: 241,918 (2024–2026 target; cliff vest 2/6/2027), 230,621 (2023–2025 target; cliff vest 2/7/2026) .
- Stock options: 87,683 exercisable and 175,364 unexercisable (2023 grant, $41.40 strike; ratable vesting 2024–2026); 94,773 exercisable and 47,386 unexercisable (2022 grant, $49.46 strike; ratable vesting 2023–2025) .
Insider transaction indicators (2024 realizations):
- Shares acquired on option exercise: 122,283; value realized $1,682,971 .
- Shares vested from stock awards: 71,025; value realized $2,748,668 .
Employment Terms
- No individual employment or pre‑defined termination agreements; all NEOs participate in GM’s Executive Severance Program .
- Severance multiples: Based on position; provides multiples of salary and COBRA premiums, plus STIP at target; equity scheduled to vest within next year delivered in cash; unvested stock options typically forfeited; outplacement included .
- Change‑of‑control (double trigger): RSUs generally vest immediately prior to change‑in‑control; PSUs end performance period immediately prior to change‑in‑control and convert based on actual performance to time‑based awards; stock options vest and remain exercisable (up to the earlier of full term or one year) .
- Clawback policy: Expanded in 2020 and updated in 2023; empowers recovery/cancellation for misconduct causing specified financial/reputational damage, materially inaccurate performance calculation, or accounting restatement; also cancellation for non‑compete/non‑solicit violations; bans hedging, short sales, and pledging for insiders .
- Perquisites (2024): Personal travel $84,978; Security $35,106; Company vehicle programs $25,845; Executive physical $5,200; Financial counseling $10,360; Total $161,489 .
- Pension benefits (present value as of 12/31/24): SRP $960,799; DB ERP $582,946; eligible for early retirement as of year‑end .
- Deferred compensation (DC ERP aggregate balance as of 12/31/24): $3,376,953; 2024 registrant contribution $274,579; earnings $296,340 .
Investment Implications
- Compensation alignment is tightening: TSR target raised to 55th percentile for PSUs (from 2025 awards), AAOCF added (cash generation focus), and EV profitability embedded in STIP—shifting incentives toward durable value creation and cash stewardship .
- Reduced convexity (options → RSUs) lowers upside sensitivity but improves retention and share usage efficiency; RSUs (25% of LTIP) vest over 3 years, creating continued alignment and reduced pressure to reprice options .
- Insider selling pressure appears moderate: 2024 option exercises (122k shares; $1.68M realized) occurred alongside rising TSR and vesting; no pledging and strict insider trading policy reduce adverse signals .
- Retention risk manageable: Early‑retirement eligibility exists, but substantial unvested PSUs/RSUs and ownership guidelines create stickiness; severance/change‑of‑control protections are standard and double‑triggered, limiting windfall risks .
- Governance headwinds: 2024 say‑on‑pay support was ~58%, prompting shareholder engagement and program enhancements—continued oversight warranted on STIP/LTIP rigor and disclosure .
Overall, the pay mix and metrics tie Reuss’s outcomes to profitability, cash generation, and TSR, with governance controls (clawback, no pledging, ownership guidelines) supporting investor alignment; key watch items are sustained EV profitability, AAOCF delivery versus targets, and TSR relative to the raised benchmark .