UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 205498-K -1004
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) – (c) On October 30, 2020, General Motors Company (“GM”) named Paul Jacobson, 48, to succeed John Stapleton, GM’s Interim Chief Financial Officer, as Executive Vice President and Chief Financial Officer, effective December 1, 2020. He will report to Mary T. Barra, GM’s Chairman of the Board and Chief Executive Officer, and will be a member of GM’s senior leadership team. Prior to joining GM, Mr. Jacobson served as the Executive Vice President - Chief Financial Officer of Delta Air Lines, Inc. (“Delta”) since August 2013. From March 2012 to July 2013, he served as Delta’s Senior Vice President and Chief Financial Officer; from December 2007 to March 2012, he served as Delta’s Senior Vice President and Treasurer; and from August 2005 to December 2007 he served as Delta’s Vice President and Treasurer.
Mr. Jacobson’s initial annual compensation will consist of (i) a base salary of $1,000,000, (ii) a target annual cash incentive under GM’s 2017 Short-Term Incentive Plan (the “STIP”) of 125% of his annual base salary, and (iii) a target annual equity award of $3,937,500 in performance share units and $1,312,500 in stock options, in each case, under GM’s 2020 Long-Term Incentive Plan (the “LTIP”). In addition, on December 1, 2020, Mr. Jacobson will receive a one-time grant of $1,575,000 in performance share units and $525,000 in stock options under the LTIP, as well as a one-time grant of $2,500,000 in restricted stock units (“RSUs”) under the LTIP to replace certain awards from his previous employer that he will forfeit in connection with his decision to join GM. Fifty percent of the RSUs will vest on December 1, 2022, and the balance will vest on December 1, 2023. All awards made pursuant to either the STIP or LTIP are subject to the terms of those respective plans.
Other than his employment with GM, Mr. Jacobson has no other reportable relationships with GM or its affiliates.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GENERAL MOTORS COMPANY (Registrant) | ||||||
| By: | /s/ Rick E. Hansen | |||||
| Date: October 30, 2020 | Rick E. Hansen | |||||
| Assistant General Counsel and Corporate Secretary | ||||||