Wesley Bush
General MotorsAbout Wesley G. Bush
Wesley G. Bush, age 64, has served on GM’s Board since 2019. He is the retired Chairman (2011–2019) and CEO (2010–2018) of Northrop Grumman, with prior senior roles including President & COO, CFO, and President of the Space Technology sector; he previously held leadership positions at TRW prior to its 2002 acquisition by Northrop Grumman . He is independent under GM’s standards and meets the SEC/NYSE heightened independence criteria for Audit and Compensation Committee service; the Board affirmed all non-employee directors’ independence in 2024 .
Past Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| Northrop Grumman Corporation | Chairman of the Board | 2011–2019 |
| Northrop Grumman Corporation | Chief Executive Officer | 2010–2018 |
| Northrop Grumman Corporation | President & COO; CFO; President, Space Technology | Prior to CEO; dates not individually specified |
| TRW Inc. | Various leadership positions | Prior to 2002 (acquired by Northrop Grumman) |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Dow Inc. | Director | Current public company directorship |
| Cisco Systems, Inc. | Director | Current public company directorship |
| Conservation International | Board member | Environmental experience noted |
Board Governance
- Committee assignments (current and post-2025 Annual Meeting):
- Audit Committee: Member; becomes Chair effective as of the 2025 Annual Meeting .
- Executive Compensation Committee: Chair during 2024; Devin Wenig will assume Chair post-Annual Meeting, with Bush continuing as a member .
- Executive Committee: Member .
- Finance Committee: Member .
- Audit Committee financial expertise: The Board determined Mr. Bush is an “audit committee financial expert” under SEC rules .
- Independence: Board affirmed all directors other than the CEO are independent and that Audit and Compensation Committee members meet heightened independence standards .
- Attendance and engagement:
- 2024 Board meeting attendance averaged 98%; each director standing for re‑election attended at least 94% of their Board and committee meetings .
- Independent directors held 10 executive sessions of the Board in 2024, plus numerous committee executive sessions .
Fixed Compensation (Director)
| Component (2024 unless noted) | Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 185,000 | Includes 40% of Board retainer and applicable fees; Bush elected to defer eligible cash into DSUs; includes service on GM Cruise Holdings LLC board . |
| Stock Awards (DSUs) | 195,021 | Aggregate grant-date fair value; DSUs valued at $53.27 closing price on Dec 31, 2024 . |
| All Other Compensation | 33,032 | Company vehicle program imputed lease value and personal accident insurance . |
| Total | 413,053 | Sum of components above . |
| Board Retainer (2025 structure) | 325,000 | Set by Board; applies to all non-employee directors . |
| Audit Committee Chair Fee (2025 structure) | 35,000 | Additional fee for AC Chair role . |
| Other Committee Chair Fees (2025 structure) | 25,000 | For chairing committees other than Executive . |
| DSU Deferral Requirement | ≥60% of retainer | Minimum deferral; DSUs are fully vested stock-equivalent units paid after board service ends . |
Performance Compensation
- Non-employee directors do not receive performance-based incentives (no STIP/PSU metrics apply to directors). Compensation is delivered via cash retainers/fees and equity in the form of DSUs; directors must meet stock ownership and holding requirements .
Other Directorships & Interlocks
| Area | Detail |
|---|---|
| Other public company boards | Dow Inc.; Cisco Systems, Inc. |
| Potential interlocks/conflicts | The Board annually reviews transactions with companies where directors serve; determined these ordinary-course transactions were not material and did not impair independence . |
| Related party transactions policy | Governance Committee administers review/approval; factors include arm’s-length terms and independence impacts . |
Expertise & Qualifications
- Skills matrix for Bush includes: Cyber, Environmental, Finance, Governance, Manufacturing, Public Company CEO, Risk Management, Social, Technology—reflecting his manufacturing and advanced engineering background and financial acumen .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Common shares beneficially owned | 20,000 | Held indirectly via the Wesley G. Bush Revocable Trust; less than 1% of outstanding shares . |
| DSUs held (director stock equivalents) | 50,235 | DSUs are stock-equivalent units; no voting rights; paid post-service . |
| Pledged shares | None | No director or executive officer had pledged or hedged GM shares . |
| Ownership guideline | ≥$650,000 in GM stock/DSUs; 5 years to comply | All non-employee directors are in compliance . |
Insider Trades & Filings
| Item | Status |
|---|---|
| Section 16(a) filings for 2024 | All required reports timely filed, per company records . |
Governance Assessment
- Strengths
- Deep manufacturing, technology, and finance background; designated Audit Committee financial expert, strengthening financial oversight .
- Significant committee leadership: 2024 Chair of Compensation Committee; transitioning to Audit Chair post-Annual Meeting—enhances control environment oversight .
- Robust shareholder engagement: As Comp Committee Chair, Bush participated in multi-phase investor outreach following a 58% 2024 Say‑on‑Pay outcome, leading to program changes (e.g., adding cumulative AAOCF to PSUs; shifting EV measures to STIP; introducing RSUs; increasing relative TSR target to 55th percentile for PSUs granted in 2025) .
- Alignment: Material DSU holdings; all directors comply with ownership and holding requirements; no pledging/hedging .
- Attendance and independent oversight: High attendance; regular executive sessions; strong independence posture .
- Watch items / potential risks
- External board service at Dow and Cisco warrants ongoing monitoring for any business relationships; Board determined such relationships to be immaterial and non-impairing to independence in 2024 .
- Say‑on‑Pay support at 58% in 2024 is a governance signal; however, Bush-led Compensation Committee responsiveness (metric shifts, TSR target raised, expanded disclosures) partially mitigates risk of misalignment .