Mary Barra
General MotorsAbout Mary Barra
Mary T. Barra, 63, has served as GM’s CEO since January 2014 and Chair since January 2016, bringing deep engineering and operating experience across product development, HR, and manufacturing . Under her leadership, GM reported 2024 revenue of $187.4B, EBIT-adjusted of $14.9B, Adjusted Automotive FCF of $14.0B, and delivered ~50% TSR in 2024; three-year TSR remained below target leading to an 80% payout on the 2022–2024 PSU cycle . GM cites leadership execution across ICE, EVs, and software, with #2 U.S. EV share in H2’24 and EV variable profit positive in Q4’24 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| General Motors | EVP, Global Product Development, Purchasing & Supply Chain | 2013–2014 | Drove global product, purchasing and supply chain strategy during early EV/software ramp |
| General Motors | SVP, Global Product Development | 2011–2013 | Led product development; strengthened vehicle portfolio and engineering discipline |
| General Motors | VP, Global Human Resources | 2009–2011 | Culture, talent and leadership development during transformation period |
| General Motors | VP, Global Manufacturing Engineering | 2008–2009 | Manufacturing engineering leadership supporting scale and quality |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Walt Disney Company | Director | Current | Public company directorship; governance and strategy exposure |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | $2,100,000 | Held flat since 2022 per Committee |
| Perquisites & Other Personal Benefits | $637,555 | Personal aircraft use, security, vehicle program, physicals, financial counseling |
| Employer Contributions to Savings Plans | $567,000 | DC plans/deferrals |
| Insurance Benefits | $24,054 | Includes personal accident insurance reported in SCT |
| Total “All Other Compensation” | $1,228,609 | Sum of perqs, employer contributions, insurance |
Multi‑year Summary Compensation (select items)
| Year | Salary | Stock Awards | Nonequity Incentive (STIP) | All Other Comp | Total |
|---|---|---|---|---|---|
| 2024 | $2,100,000 | $19,500,028 | $6,668,000 | $1,228,609 | $29,496,637 |
| 2023 | $2,100,000 | $14,625,000 | $5,250,000 | $997,392 | $27,847,405 |
| 2022 | $2,100,000 | $14,625,000 | $6,258,000 | $1,121,560 | $28,979,570 |
Performance Compensation
2024 STIP design and outcome
- Company score: 147% of target; CEO individual modifier: 108%; CEO final STIP payout: $6,667,920 .
- Key design shifts: added EV (25%), Software & Services (10%), AV (5%); EBIT-adjusted now includes Cruise; eliminated prior “Strategic Goals”; added +/- individual modifier up to 110% (cap total at 200%) .
| Metric (2024) | Weight | Target | Actual/Result | Payout contribution |
|---|---|---|---|---|
| EBIT-adjusted ($B, incl. Cruise) | 35% | $14.7B | $14.9B | 38% |
| Adjusted Automotive FCF ($B) | 25% | $9.3B | $14.0B (incl. $2B WC wind down) | 50% |
| Q4 EV Variable Profit margin | 25% | 0% target | Above target | 39% |
| Software & Services delivery | 10% | On-time & quality (quant. thresholds not disclosed) | Above target | 14% |
| AV strategy | 5% | 3 goals (capped at 100%) | 2 of 3 achieved | 3% |
| Safety modifier | +/-5 ppts | — | +3 ppts | +3 ppts |
Long-term incentives (structure and recent results)
- 2024 LTIP mix: 75% PSUs / 25% RSUs (replaced stock options beginning 2024) .
- 2024–2026 PSU metrics: 40% Cumulative AAOCF, 40% Relative TSR (capped at target if negative TSR), 20% EBIT-adjusted margin; 2025 change raises TSR target to 55th percentile (from 50th) .
- 2022–2024 PSU outcome: 80% of target (EBIT-adj margin 8.3%, relative TSR 36th percentile, EV measures 60% of target) .
2024 equity awards and vesting (Mary Barra)
| Award | Grant date | Target units / shares | Vesting | Notes |
|---|---|---|---|---|
| PSUs (2024–2026) | 02/06/2024 | 337,863 target (max 675,726) | Cliff vests after 3-year period | Relative TSR capped at target if negative TSR |
| RSUs | 02/06/2024 | 128,189 | Ratable: 02/06/2025, 02/06/2026, 02/06/2027 | Time-based retention |
Equity Ownership & Alignment
- Beneficial ownership: 3,038,678 shares (<1% of outstanding); includes 1,931,853 options exercisable within 60 days and 385,000 shares held via two GRATs .
- Outstanding awards at 12/31/2024: unvested RSUs (128,189); unearned PSUs (337,863 target for 2024–2026; 322,085 target for 2023–2025); stock options from 2022 and 2023 grants (expiring 2032/2033) .
- Exercises in 2024: 1,066,269 options exercised; value realized $13,336,126 .
- Ownership guidelines: senior leaders subject to stock ownership requirements; as of 3/31/2025, Barra held GM stock and unvested RSUs valued at 27.2x annual salary .
- Hedging/pledging: prohibited for all insiders; company reports no pledged shares by directors/executives .
Employment Terms
- No individual employment agreements; NEOs (including CEO) participate in the Executive Severance Program .
- Severance multiples and triggers:
- Executive Severance Program (involuntary/mutual separation): CEO cash equals 2x salary plus 24 months COBRA; STIP paid at target; delivery of equity scheduled to vest within 12 months (paid when vested) .
- Change in control: double-trigger; RSUs generally vest at change; PSUs measured through change and converted to time-based; stock options vest; STIP at target (prior-year STIP paid if determined) .
- Non-compete/non-solicit terms in grant agreements with cancellation/clawback provisions; trading under insider policy with preclearance or 10b5-1 .
Potential payments (CEO; event as of 12/31/2024)
| Scenario | Cash | STIP | LTIP | Total |
|---|---|---|---|---|
| Executive Severance Program | $4,255,074 | $4,200,000 | $16,310,822 | $24,765,896 |
| Retirement | — | $6,174,000 | $57,472,217 | $63,646,217 |
| Disability | — | $6,174,000 | $57,472,217 | $63,646,217 |
| Death | — | $6,174,000 | $57,472,217 | $63,646,217 |
| Change in Control + Termination | $4,240,074 | $4,200,000 | $57,472,217 | $65,912,291 |
Clawback and cancellations
- Clawback allows recoupment/cancellation upon misconduct causing financial/reputational damage, materially inaccurate performance calculation, or accounting restatement; extended in 2023 to align with NYSE and securities laws .
Pension and deferred compensation
- SRP present value $1,128,779; DB Executive Retirement Plan present value $846,955 (eligibility based on service; accruals frozen) .
- DC ERP nonqualified deferred balance: $7,138,327 at 12/31/2024; 2024 registrant contribution $546,000 .
Performance & Track Record
- 2024 highlights: Revenue $187.4B (+9% YoY), EBIT-adjusted $14.9B, EPS-diluted-adjusted $10.60, AAFCF $14.0B, and $7.6B returned to shareholders; ~50% TSR in 2024 .
- Strategic execution: #1 U.S. total and retail sales, #2 U.S. EVs in H2’24; Q4 EV variable profit positive; difficult actions in China JV and refocus of Cruise to safety-first, lower-capital AV strategy .
- Say‑on‑pay context: 2024 support ~58% (below historical levels); Board and Comp Committee undertook multi‑phase outreach and responded by (i) moving EV metrics to STIP, (ii) adding AAOCF to PSUs, (iii) replacing options with RSUs (25%), and (iv) raising target relative TSR to 55th percentile from 2025 .
Board Governance (Chair + CEO; committee roles; independence)
- Roles: Chair and CEO (combined since 2016) with strong Independent Lead Director (Patricia F. Russo) to ensure balanced oversight (agenda control, executive sessions, evaluation, succession, shareholder engagement) .
- Committees: Barra chairs the Executive Committee; attends all committee meetings as Board Chair .
- Independence: Board determined all directors except the CEO are independent; CEO is not independent by definition .
- Attendance and process: Board held 11 meetings in 2024; average attendance 98%; independent directors met in 10 executive sessions .
- Director compensation: Employee director (Barra) receives no separate board pay; only personal accident insurance benefit included in SCT .
Director & Compensation Program Governance
- Compensation Committee: Independent directors (Chair: Wesley G. Bush) advised by independent consultant Semler Brossy; robust risk review deems programs low risk (caps, multi-metrics, clawbacks, ownership) .
- Peer groups:
- Relative TSR PSU peer set: global OEMs in the Dow Jones Automobiles & Parts Titans 30 (e.g., Toyota, VW, Tesla, Ford, Hyundai, etc.) .
- Compensation benchmarking peer set spans large manufacturers and tech (e.g., Boeing, Caterpillar, Cisco, Ford, IBM, Microsoft, PepsiCo, Tesla) reflecting talent markets in software/AV .
Compensation Structure Analysis (signals)
- Shift from options to RSUs (25% of LTIP) lowers risk profile and can reduce leverage to share price, while PSU weighting (75%) preserves performance alignment .
- Increased near-term operational focus: EV profitability metric moved to STIP mid‑year (volume → Q4 variable profit) to avoid volume overproduction and align with profitability; EBIT metric now includes Cruise; more cash flow focus via AAOCF in PSUs .
- TSR bar raised: target payout now requires ≥55th percentile relative TSR for awards granted from 2025, tightening pay-for-performance .
Related Party, Hedging/Pledging, and Red Flags
- No pledged shares by directors/executives; hedging/pledging prohibited by policy; trading under preclearance windows or 10b5‑1 plans .
- Related party transactions are governed by a board policy; 2024 disclosures do not indicate transactions involving Barra; general items disclosed (e.g., certain 5% holders’ services and family employment for other executives) .
- Say‑on‑pay 58% in 2024 is a governance caution that the board addressed with substantial program changes and enhanced disclosure -.
Company Financial Context (5-year snapshot)
| Metric (USD) | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues | $108,673,000,000* | $113,590,000,000* | $143,975,000,000* | $157,658,000,000* | $171,606,000,000* |
| EBITDA | $13,653,000,000* | $16,894,000,000* | $17,824,000,000* | $15,784,000,000* | $18,689,000,000* |
| Cash from Operations | $16,670,000,000* | $15,188,000,000* | $16,043,000,000* | $20,930,000,000* | $20,129,000,000* |
Values retrieved from S&P Global.*
Investment Implications
- Alignment improving: Program changes tilt incentives toward cash generation (AAOCF), profitability (EV variable margins, EBIT incl. Cruise), and above‑median TSR, which may strengthen pay-performance alignment and reduce headline risk post-2024 say‑on‑pay -.
- Retention vs. overhang: Significant unvested PSUs/RSUs through 2027 and option inventory expiring 2032/33 support retention but can create episodic selling upon vest/exercise; CEO exercised >1.0M options in 2024, highlighting potential supply timing considerations .
- Governance mitigants for dual role: Combined Chair/CEO balanced by a strong, empowered Lead Independent Director with defined authorities and frequent executive sessions; independent committees and active outreach temper independence concerns .
- Performance vector: 2024 execution and ~50% TSR rebound reset expectations; multi‑year TSR still below targets (80% 2022–2024 PSU payout), indicating execution risk remains on EV/software scaling and Cruise re‑focus; compensation design now more explicitly tied to these levers -.