2018 Guide to Effective Proxies

2.17.4 Compensation mix | 331 6 TH EDITION | GUIDE TO EFFECTIVE PROXIES GMMANAGEMENTMakesrecommendationsregardingcompensationstructureProvidesinputonindividualperformanceandresultsagainstkeybusinessgoalsProvidesadditionalinformationasrequestedbytheCommitteeCOMMITTEECONSULTANTAdvisestheCommitteeoncompetitivebenchmarkingonpaylevels,practices,andgovernancetrendsAssistswithpeergroupselectionandanalysisReviewsandadvisesonrecommendations,plandesign,andmeasuresEXECUTIVECOMPENSATIONCOMMITTEEApprovesplandesign,metrics,andgoalsApprovesoverallincentivecompensationfundinglevelsReviewsandapprovesindividualtargetandactualcompensationforthemostseniorexecutivesCEO2017COMPENSATIONSTRUCTUREAVERAGENEO2017COMPENSATIONSTRUCTURE EXECUTIVE COMPENSATION HowWe Plan Compensation Makes recommendations regarding compensation structure Advises the Committee on competitive benchmarking on pay levels, practices, and governance trends Assists with peer group selection and analysis Provides input on individual performance and results against key business goals Approves plan design, metrics, and goals Approves overall incentive compensation funding levels Reviews and approves individual targets and actual compensation for themostseniorexecutives Reviews and advises on recommendations, plan design, and measures Provides additional information as requested by the Committee COMMITTEE CONSULTANT EXECUTIVE COMPENSATION COMMITTEE GMMANAGEMENT Performance-Based Compensation Structure Our NEOs are incentivized to focus on optimizing long-term financial returns for our shareholders through increasing profitability, increasing margins, putting the customer at the center of everything we do, growing the business, and driving innovation. The performance-based structure for 2017 incorporates both short-term and long-term incentives established from financial and operational metrics for fiscal year 2017 and beyond. In addition to base salary and an annual STIP award, this structure, shown graphically below, includes an LTIP award made up of both PSUs and Stock Options to focus our executives on long-term Company performance. The Compensation Committee believes a majority of compensation should be in the form of equity to align the interests of executives with those of shareholders. CEO 2017 COMPENSATION STRUCTURE 89% At-Risk Pay 11% Base 22% STIP 67% Long-Term Equity 33% Short-Term Cash Long-Term Equity PSU75% StockOptions25% AVERAGE NEO 2017 COMPENSATION STRUCTURE 81% At-Risk Pay 19% Base 24% STIP 57% Long-Term Equity 43% Short-Term Cash Long-Term Equity PSU75% StockOptions25% 42 G E N E R A L M O T O R S 2018 PROXY STATEMENT GENERAL MOTORS