2018 Guide to Effective Proxies

6 TH EDITION | GUIDE TO EFFECTIVE PROXIES 396 EXECUTIVE COMPENSATION CEO Pay Ratio Our CEO, who leads our global workforce of 180,000 (103,000 are located in the United States and 77,000 are non-U.S. employees) had $21,958,048 in Annual Total Compensation in 2017 as reported in the Summary Compensation Table. To identify our median employee, we: 1. Excluded all employees (7,519) in the following 26 countries under the SEC’s 5% de minimis exemption: Argentina (199), Belarus (2), Switzerland (26), Chile (215), China (802), Colombia (1,204), Germany (16), Ecuador (853), Egypt (837), Great Britain (57), Indonesia (52), Ireland (195), Israel (187), Italy (705), Japan (42), New Zealand (39), Peru (45), Philippines (277), Russia (117), Singapore (89), Taiwan (9), Uruguay (12), Uzbekistan (8), Venezuela (34), Vietnam (375), and South Africa (1,122) 2. Calculated year-to-date payroll as of November 1, 2017 on all employees, excluding the CEO 3. Identified the middle 51 employees using year-to-date payroll as a consistently applied compensation measure 4. Calculated annual total compensation for the 51 middle employees based on the same SEC requirements that apply for determining total compensation of each NEO in the Summary Compensation Table 5. Re-ranked all middle 51 employees and selected the median employee Based on our calculation we can reasonably estimate that our median employee’s annual total compensation was $74,487 per year. The ratio of our CEO’s compensation to that of our median employee is estimated to be 295:1. The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies to calculate the median employee, exclude up to 5% of the workforce, and make reasonable estimates and assumptions that may impact their employee populations. As a result, the pay ratio reported by other companies may not be comparable with the pay ratio reported above. Other companies have different employee populations and compensation practices and the ability to utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. 66 G E N E R A L M O T O R S 2018 PROXY STATEMENT GENERAL MOTORS