Paul Jacobson
General MotorsAbout Paul Jacobson
Paul A. Jacobson is Executive Vice President and Chief Financial Officer of General Motors, appointed effective December 1, 2020, after serving as CFO of Delta Air Lines from 2012–2020 . He holds a B.S. in Aviation Management (Auburn University) and an MBA (Vanderbilt Owen) . Public reporting at the time of appointment listed his age as 48 in 2020 . Under his tenure, GM delivered 2024 revenue of $187.4B, EBIT-adjusted of $14.9B, and a ~50% TSR, while returning $7.6B via dividends and buybacks and authorizing an additional $6B repurchase in early 2025 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Delta Air Lines | CFO; previously SVP Finance & Treasurer | 2012–2020 CFO; joined 1997 | Helped transform Delta; named airline industry’s best CFO eight times by Institutional Investor |
| General Motors | EVP & CFO | Dec 2020–present | Leads capital allocation; supports balanced return of capital and investment in EV, software, AV strategy |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Auburn University Foundation | Board of Trustees | n/a | Governance, alumni engagement |
| Auburn Harbert College of Business Advisory Council | Advisory Council | n/a | Advisory to business school |
| Vanderbilt Owen Graduate School of Management | Board of Visitors | n/a | Advisory to graduate business school |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (USD) | $1,000,000 | $1,000,000 | $1,200,000 |
| Target Bonus % (STIP) | — | — | 125% |
| Actual STIP Paid (USD) | $1,862,500 | $1,687,500 | $2,381,400 |
| All Other Compensation (USD) | $223,425 | $186,421 | $232,005 |
Perquisites and employer contributions in 2024 included $38,576 of perquisites and other personal benefits, $187,500 employer contributions to savings plans, and $5,929 for insurance benefits .
Performance Compensation
2024 STIP (Short-Term Incentive Plan) – Company metrics, target rigor, payout
| Metric | Weight | Target | Actual/Result | Payout contribution |
|---|---|---|---|---|
| EBIT-adjusted ($B, incl. Cruise) | 35% | $14.7 | $14.9 | 38% of total |
| Adjusted Automotive Free Cash Flow (AAFCF, $B) | 25% | $9.3 | $14.0 (includes $2B working capital wind-down) | 50% of total |
| Q4 EV Variable Profit margin | 25% | Not disclosed (profitability threshold) | Above target | 39% of total |
| Software & Services delivery quality | 10% | On-time with quality | Above target | 14% of total |
| AV strategy milestones | 5% | 3 goals = 100% | 2 of 3 goals achieved | 3% of total |
| Safety modifier | ±5 ppts | n/a | +3 ppts | Added 3 ppts |
| Company performance payout | — | — | 147% of target | 147% |
| CFO individual modifier | — | — | 108% applied | Final payout $2,381,400 |
Design changes increased strategic pillar alignment (EV/SaaS/AV), rebalanced financial weights, and introduced an individual performance modifier up to 110% of company-generated payout; eliminated prior “strategic goals” component (25%) . The Compensation Committee cited Mr. Jacobson’s execution of capital allocation and balance sheet strengthening in applying his 108% individual modifier .
LTIP Structure and 2024 Grants (PSUs and RSUs)
| Element | Weight | Performance measures | Target setting | Vesting |
|---|---|---|---|---|
| PSUs (2024–2026 cycle) | 75% of LTIP | 40% Cumulative AAOCF; 40% Relative TSR; 20% EBIT-adjusted margin | Relative TSR target moved up from median (50th) to 55th percentile starting 2025 grants | Cliff vest after 3 years (2/6/2027) |
| RSUs | 25% of LTIP (replaces stock options starting 2024) | Time-based | n/a | Ratable vesting over 3 years (2/6/2025–2027) |
2024 grant specifics for CFO:
- RSUs: 61,136 units granted on 2/6/2024; grant date fair value $2,325,002; vests ratably on 2/6/2025, 2/6/2026, 2/6/2027 .
- PSUs (target): 161,135 units granted on 2/6/2024; threshold 16,114; maximum 322,270; grant date fair value $6,975,000; cliff vest based on performance through 12/31/2026, settle 2/6/2027 .
2022–2024 PSU cycle paid at 80% of target (three-year EBIT-adjusted margin, relative TSR, EV measures) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 671,900 common shares (includes options exercisable or becoming exercisable within 60 days) |
| Ownership as % of shares outstanding | Less than 1% (company basis; 966,280,490 shares outstanding) |
| Options – exercisable/within 60 days | 308,485 shares may be acquired via options exercisable or becoming exercisable within 60 days of April 4, 2025 |
| Unvested RSUs (as of 12/31/2024) | 61,136 (market value $3,256,715 at $53.27 close) |
| Unvested PSUs – target outstanding | 161,135 (market value $8,583,661 at target) |
| Stock ownership guidelines | Required multiple of salary; five-year compliance window; counts actual holdings and unvested RSUs; excludes options and unvested PSUs; all NEOs have met or are on track |
| Hedging/pledging | Prohibited for directors/employees; no pledged shares among directors/executives |
| Upcoming vesting cadence | RSUs vest ratably each 2/6/2025, 2/6/2026, 2/6/2027; PSUs cliff vest on 2/6/2027 (subject to performance) |
| Option schedules | 2022 options (49.46 strike) and 2023 options (41.40 strike) vest ratably each Feb 8/7 through 2025/2026 |
Employment Terms
- No individual employment or pre-defined termination agreement; participation in GM’s Executive Severance Program (ESP) filed with the 2024 Form 10-K .
- Non-compete and non-solicitation terms included in grant agreements where enforceable; clawback and cancellation apply to STIP and LTIP awards .
- Insider Trading Policy governs trading windows and preclearance; filed as Exhibit 19 to GM’s 2024 Form 10-K .
Severance & Change-of-Control Economics (as of 12/31/2024)
| Scenario | Cash | STIP | LTIP (equity value treatment) | Total |
|---|---|---|---|---|
| Executive Severance Program (involuntary or mutual separation) | $1,837,856 | $1,500,000 (at target) | $6,313,659 | $9,651,515 |
| Retirement | — | — | — | — |
| Disability | — | $2,205,000 | $24,942,350 | $27,147,350 |
| Death | — | $2,205,000 | $24,942,350 | $27,147,350 |
| Change-in-Control with Termination (double trigger) | $1,822,856 | $1,500,000 (at target) | $24,942,350 | $28,265,206 |
Program mechanics: RSUs generally vest immediately before change-in-control; PSUs converted to time-based at actual performance through change-in-control; options vest and remain exercisable until the earlier of full term or one year post-termination .
Deferred Compensation and Retirement Programs
| Plan | 2024 Registrant Contribution | 2024 Earnings | 12/31/2024 Aggregate Balance |
|---|---|---|---|
| Defined Contribution Executive Retirement Plan (DC ERP) | $161,700 | $47,453 | $584,302 |
Messrs. Jacobson, Abbott, Glidden, and Harvey are not eligible for GM’s DB pension plans based on dates of service .
Multi-Year Compensation Summary (CFO)
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $1,000,000 | $1,000,000 | $1,200,000 |
| Stock Awards (PSUs/RSUs grant-date FV) | $5,362,500 | $6,187,500 | $9,300,002 |
| Option Awards (grant-date FV) | $1,787,513 | $2,062,503 | $0 |
| Non-Equity Incentive (STIP) | $1,862,500 | $1,687,500 | $2,381,400 |
| All Other Compensation | $223,425 | $186,421 | $232,005 |
| Total | $10,235,938 | $11,123,924 | $13,113,407 |
Compensation Structure Analysis
- Shift from options to RSUs beginning 2024 reduces risk and improves talent attraction/retention; long-term PSUs emphasize cash generation and TSR, with TSR target tightened to 55th percentile for 2025 grants .
- STIP rebalanced to include EV profitability, software delivery quality, and AV milestones, while maintaining focus on EBIT and AAFCF; individual modifier capped at 110% keeps awards linked to company outcomes .
- Clawback/cancellation, double-trigger vesting, and prohibition on hedging/pledging strengthen governance and alignment .
Risk Indicators & Red Flags
- 2024 Say-on-Pay received ~58% support; GM enhanced program design and disclosures and increased relative TSR target thereafter .
- No hedging/pledging permitted; no pledged executive shares reported; related-party transactions disclosures note none specific to CFO .
Say-on-Pay & Shareholder Feedback
GM conducted multi-phase engagement with investors before and after the 2024 vote; changes included adding AAOCF to PSUs, moving EV metrics to STIP, replacing options with RSUs, and increasing TSR target; enhanced disclosure on target-setting and peer selection followed .
Expertise & Qualifications
- Finance leadership in complex, capital-intensive industries; recognized by Institutional Investor as industry’s best CFO multiple times; Auburn B.S., Vanderbilt MBA .
Investment Implications
- Alignment: High equity mix with multi-year PSUs tied to cash generation/TSR and RSUs vesting through 2027, plus strict ownership guidelines and clawbacks, supports long-term alignment and reduces misaligned risk-taking .
- Retention/overhang: Material unvested PSUs (161,135 target) and RSUs (61,136) vesting cadence through 2027, combined with ESP double-trigger protections, lower near-term departure risk but can concentrate vesting events around February each year .
- Performance signals: STIP’s weighting to EBIT (35%) and AAFCF (25%) and EV profitability incentivizes disciplined pricing/cost control and cash generation, a positive for shareholders amid EV transition; raising TSR target to 55th percentile increases stretch for long-term payouts .
- Governance: No hedging/pledging, robust insider trading controls, and improved disclosure following a weak Say-on-Pay vote indicate responsiveness and strengthening pay-for-performance oversight .