Patricia Russo

About Patricia F. Russo

Patricia F. Russo (age 72) has served on GM’s Board since 2009 and is the Independent Lead Director (since 2021; previously 2010–2014). She chairs the Governance & Corporate Responsibility Committee and sits on the Executive Compensation, Finance, and Executive Committees. Her core credentials include serving as Chair of Hewlett Packard Enterprise, former CEO of Alcatel‑Lucent and Lucent Technologies, and deep governance leadership and shareholder engagement experience .

Past Roles

External Roles

Board Governance

• Committee assignments: Executive; Executive Compensation; Finance; Governance & Corporate Responsibility (Chair) .
• Independent Lead Director responsibilities include presiding over meetings without the Chair/CEO, calling executive sessions, approving agendas, leading CEO evaluation and succession, interviewing director candidates, advising committee chairs, and engaging with shareholders .
• Board and committee activity: 11 Board meetings and 24 committee meetings in 2024; average director attendance 98%; each director standing for re‑election attended at least 94% of their meetings; independent directors met in executive session 10 times in 2024 .
• Independence: Board affirmed all directors other than the CEO are independent; Russo is independent; members of the Audit, Compensation, Finance, Governance, and Risk & Cybersecurity Committees meet heightened SEC/NYSE independence standards. Ordinary‑course transactions with companies where directors serve were not material and did not impair independence .
• Age policy exception: GM guidelines generally restrict election after age 72; the Board approved an exception for Russo given her expertise and continuity needs during committee leadership transitions .
• Engagement: Russo co‑led multi‑phase shareholder outreach following the 2024 say‑on‑pay outcome; she participated directly in meetings in early 2024 and again in fall 2024/winter 2025, informing program changes for 2024–2025 .

Fixed Compensation

Performance Compensation

Note: GM’s non‑employee director program does not use performance metrics (e.g., TSR/EBIT) for director equity; equity is time‑based and designed for alignment and retention .

Other Directorships & Interlocks

Expertise & Qualifications

• Senior leadership: Corporate strategy, finance, sales/marketing, technology, leadership development; managed business‑critical technology disruptions .
• Governance: Board governance expertise; works with management to enhance disclosures and incorporate shareholder feedback .
• Independent Lead Director: Extensive knowledge of GM’s business; strong, independent leadership and strategic direction .

Equity Ownership

Governance Assessment

• Strengths:

  • Deep governance leadership as Independent Lead Director with clearly delineated responsibilities; frequent executive sessions and agenda oversight support independent accountability .
  • Robust committee footprint (Compensation, Finance, Executive; Chair of Governance), with Governance Committee oversight of Board composition, director pay, and related‑party transactions .
  • Strong alignment signals: mandatory DSU deferrals; prohibition on selling GM securities while on Board; ownership guideline compliance; Russo elected DSUs in lieu of cash for all eligible fees .
  • Active shareholder engagement responding to 2024 say‑on‑pay concerns; contributed to program design changes for 2024–2025 .

• Watch items / RED FLAGS:

  • Age policy exception: Russo’s re‑nomination required an exception to GM’s age 72 guideline—Board justified based on expertise and continuity; investors should monitor succession planning for Lead Independent Director .
  • 2024 say‑on‑pay approval of ~58% indicates investor concern about executive pay; while Russo engaged and the committee made changes, sustained improvement will be an important signal of governance effectiveness .

• Independence and conflicts:

  • Board’s annual independence review affirmed Russo’s independence; ordinary‑course transactions involving companies with director ties were not material and did not impair independence .
  • No pledging of shares by directors/officers; no compensation committee interlocks with companies employing GM executives; the Compensation Committee’s consultant (Semler Brossy) was assessed as independent .

Compensation Committee Analysis

• Membership and meetings: 2024 committee members were Wesley G. Bush (Chair), Patricia F. Russo, Joseph Jimenez, Devin N. Wenig; met 4 times .
• Consultant independence: Semler Brossy served the committee only; independence assessed annually across NYSE factors (no conflicts identified) .
• Shareholder responsiveness: Program design changes included shifting certain EV/S&S/AV goals to STIP, adding cumulative AAOCF to PSUs, introducing RSUs in lieu of options, and raising relative TSR target to 55th percentile beginning 2025—reflecting shareholder feedback; Russo participated in outreach .

Related Party Transactions

• Governance Committee (chaired by Russo) reviews and approves related‑party transactions and potential conflicts; 2024 disclosures note large asset managers’ services to pension plans and family‑member employment of certain executives; none involve Russo; transactions deemed appropriate/not impairing independence .

Say‑on‑Pay & Shareholder Feedback

• 2024 say‑on‑pay approval approximately 58%; subsequent outreach in fall 2024/winter 2025 with Russo’s participation informed further 2025 disclosure and program enhancements .