DEPARTMENT OF THE TREASURY WASHINGTON, D.C. 20220

April 6, 2012

Ms. Janice K. Uhlig

Executive Director

Global Compensation, Global Human Resources

General Motors Company

300 Renaissance Drive

Detroit, MI 48265-3000

Re: Compensation Payments and Structures for Senior Executive Officers 

and Most Highly Compensated Employees (“Covered Employees 1-25”)

Dear Ms. Uhlig:

Pursuant to the Department of the Treasury’s Interim Final Rule on TARP Standards for 

Compensation and Corporate Governance,1

The Interim Final Rule requires the Office of the Special Master to determine whether the 

compensation structure for each Covered Employee 1 – 25 “will or may result in payments that 

are inconsistent with the purposes of section 111 of EESA or TARP,

the Office of the Special Master has completed its 

review of the 2012 compensation submission by General Motors Company (“GM”), on behalf of 

its senior executive officers and next 20 most highly compensated employees (“Covered 

Employees 1 – 25” or “Covered Employees”). Attached as Annex A is a determination 

memorandum (accompanied by Exhibits I and II) providing the determinations of the Office of 

the Special Master with respect to 2012 compensation for Covered Employees 1 – 25. 31 C.F.R. 

§ 30.16(a)(3)(i).

2

To apply the six principles and ensure that compensation structures satisfy the public 

interest standard, the Office of the Special Master developed practical guidelines (“guidelines”), 

which were identified in the determination letters issued by the Office of the Special Master on 

or are otherwise contrary 

to the public interest” (as applied to Covered Employees of exceptional assistance recipients, the 

“public interest standard”). Id. The Office of the Special Master must make such determinations 

by applying six principles: avoid incentives to take excessive risk, maximize the company’s 

ability to repay the taxpayer, appropriately allocate the components of compensation, use 

performance-based compensation, employ pay structures and amounts that are consistent with 

those at comparable entities, and base pay on the employee’s contribution to the value of the 

TARP recipient enterprise. Id. These principles are discussed in further detail in Part III of

Annex A. 

 1 The Interim Final Rule and all determination letters issued by the Office of the Special Master are available at 

www.financialstability.gov (click on “Executive Compensation”). 2 These purposes are “maximization of overall returns to the taxpayers of the United States and providing stability 

and preventing disruptions to financial markets.” 31 C.F.R. § 30.16(b)(1).
2

October 22, 2009, March 23, 2010, and April 1, 2011, relating to 2009, 2010, and 2011

compensation, respectively.3

• Limit guaranteed cash. The majority of each Covered Employee’s base salary should be 

paid in the form of stock that will immediately vest as earned, but will be redeemable 

only in three equal, annual installments beginning on the second anniversary of the date 

stock salary is earned (or the first anniversary if the TARP recipient has begun to repay 

its obligations). Although the Interim Final Rule limits incentives to one-third of annual 

compensation, the use of stock salary, as contemplated by the Interim Final Rule, 

provides a performance component for a portion of the employee’s base compensation. 

Base salary paid in cash should in most cases not exceed $500,000. 

 Compensation in 2012 at the three remaining recipients of 

exceptional assistance must continue to comport with these guidelines, which generally include 

the following: 

• Require that incentives be contingent on performance. Incentive compensation should be 

based on measurable performance goals that are designed by, and the achievement of 

which is determined by, the company’s independent compensation committee. 

• Focus on long-term value creation. A significant amount of compensation should reflect 

a company’s long-term performance and value. In most circumstances a large proportion 

of compensation should be held or deferred for a period of at least three years. 

• Minimal perquisites. Compensation structures that are not aligned with shareholder and 

taxpayer interests in the firm should be minimized or eliminated.

In applying the above guidelines, the Office of the Special Master has implemented certain 

restrictions on practices that present conflicting incentives. For example, Covered Employees

are prohibited from engaging in any hedging or derivative transactions involving company stock 

that would undermine the long-term performance incentives created by the approved 

compensation structures.

Finally, the determinations of the Office of the Special Master take into account the 

requirements of the Interim Final Rule that generally apply to all TARP recipients whether or not 

they are subject to the jurisdiction of the Office of the Special Master: (a) prohibition of all 

bonuses and incentives, including cash bonuses and stock options (the only exception to the 

fixed-compensation-only rule is the ability to award a bonus in the form of long-term restricted 

stock that does not exceed one-third of compensation in the year of grant, has a minimum vesting 

period of two years and cannot be transferred by the employee, even if fully vested, earlier than 

pursuant to a schedule that reflects the company’s actual repayment of TARP obligations in 25% 

 3 In this determination letter, the terms “public interest standard”, “principles”, and “guidelines” have distinct 

meanings. The term “public interest standard” refers to the determination standard laid out in the Interim Final 

Rule. The term “principles” refers to the six principles (listed above and further described in Part III of Annex A) 

that the Interim Final Rule instructs the Office of the Special Master to apply in determining whether compensation 

meets the public interest standard. The term “guidelines” refers to the practical guidelines developed by the Office 

of the Special Master to implement the principles and ensure satisfaction of the public interest standard. In addition, 

the term “Office of the Special Master” is used consistently to refer to the Office or the defined term “Special 

Master” as used in the Interim Final Rule.

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ANNEX A

DETERMINATION MEMORANDUM

I. INTRODUCTION

The Emergency Economic Stabilization Act of 2008, as amended by the American 

Recovery and Reinvestment Act of 2009 (“EESA”), requires the Secretary of the Treasury to 

establish standards related to executive compensation and corporate governance for institutions 

receiving financial assistance under the Troubled Asset Relief Program (“TARP”). Emergency 

Economic Stabilization Act of 2008, 12 U.S.C. §5221 (2010). Through the Department of the 

Treasury’s Interim Final Rule on TARP Standards for Compensation and Corporate Governance 

(the “Rule”), the Secretary delegated to the Office of the Special Master for TARP Executive 

Compensation (the “Office of the Special Master”) responsibility for reviewing compensation 

structures of certain employees at institutions that received exceptional financial assistance under 

TARP (“Exceptional Assistance Recipients”).4

General Motors (“GM” or the “Company”), one of three remaining Exceptional 

Assistance Recipients, has submitted to the Office of the Special Master proposed 2012

compensation structures (the “Proposed Structures”) for review pursuant to Section 

30.16(a)(3)(i) of the Rule. These compensation structures apply to five employees that the

Company has identified for 2012 as senior executive officers (the “Senior Executive Officers,” 

or “SEOs”) for purposes of the Rule, and 18 employees the Company has identified as among 

the most highly compensated employees of the Company for purposes of the Rule (the “Most 

Highly Compensated Employees,” and, together with the SEOs, the “Covered Employees”). As 

further described below, two employees who otherwise would have been included in the Covered 

Employee group have departed the Company, but remain subject to the applicable rules for 

Covered Employees who have left the Company. 

 31 C.F.R. § 30.16(a); id. § 30.16(a)(3). For 

these employees, the Office of the Special Master must determine whether the compensation 

structure will or may result in payments “inconsistent with the purposes of section 111 of EESA 

or TARP, or...otherwise contrary to the public interest.” Id. § 30.16(a)(3)(i).

The Office of the Special Master has completed the review of the Company’s Proposed 

Structures for the Covered Employees pursuant to the principles set forth in the Rule. Id. 

§ 30.16(b)(1). This Determination Memorandum sets forth the determinations of the Office of 

the Special Master, pursuant to Section 30.16(a)(3)(i) of the Rule, with respect to the Covered 

Employees.

II. BACKGROUND

On June 15, 2009, the Department of the Treasury (“Treasury”) promulgated the Rule, 

creating the Office of the Special Master and delineating its responsibilities. The Rule requires

 4 The Interim Final Rule on TARP Standards for Compensation and Corporate Governance, technical corrections to 

the Rule, FAQs, and all Prior Determinations are available on the Department of the Treasury website at 

www.financialstability.gov (click on “Executive Compensation”).
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that each Exceptional Assistance Recipient submit proposed compensation structures for each 

Senior Executive Officer and Most Highly Compensated Employee. 31 C.F.R. § 30.16(a)(3)(i).

On October 22, 2009, March 23, 2010, and April 1, 2011, in each case after reviewing 

submissions of proposed compensation structures and amounts from the Company, the Office of 

the Special Master issued determinations regarding the Company’s compensation structures, and 

amounts potentially payable thereunder, for GM’s senior executive officers and certain most 

highly compensated employees (the “Prior Determinations”). The Prior Determinations were 

made in light of six principles defined in the Rule and discussed in Part III below (the 

“principles”), and proposed compensation structures for Covered Employees were modified as 

needed to ensure that compensation would not “result in payments that are inconsistent with the 

purposes of section 111 of EESA or TARP, or are otherwise contrary to the public interest” (as 

applied to Covered Employees of Exceptional Assistance Recipients, the “public interest 

standard”). 31 C.F.R. § 30.16(a)(3)(i). To apply the principles and ensure that compensation 

structures satisfy the public interest standard, the Office of the Special Master developed 

practical guidelines (the “guidelines”), which informed the Prior Determinations and are 

described in the cover letter accompanying this Determination Memorandum.5

On January 3, 2012, the Office of the Special Master requested from each remaining 

Exceptional Assistance Recipient, including GM, certain data and documentary information 

necessary to facilitate the Office of the Special Master’s review of the Company’s 2012

compensation structures. The request required GM to submit data describing its proposed 

compensation structures, and the payments that would result from the proposals, concerning each 

Covered Employee. 

 The Prior 

Determinations applied only to those individuals identified by the Company as subject to the 

Office of the Special Master’s mandatory jurisdiction to review and approve compensation 

structures and payments, see id., for the period under review and only with respect to 

compensation for services provided to GM for that period.

In addition, the Rule authorizes the Office of the Special Master to request information 

from an Exceptional Assistance Recipient “under such procedures as the Office of the Special 

Master may determine.” Id. § 30.16(d). GM was required to submit competitive market data 

indicating how the amounts payable under GM’s proposed compensation structures relate to the 

amounts paid to persons in similar positions or roles at similar entities (see Part IV below for a 

discussion of GM’s market data). GM was also required to submit a range of documentation, 

including information related to proposed performance metrics, internal policies designed to curb 

excessive risk, and certain previously existing compensation plans and agreements.

GM submitted this information to the Office of the Special Master on February 2, 2012. 

Following a preliminary review of the submission, on February 16, 2012, the Office of the 

Special Master determined that GM’s submission was substantially complete for purposes of the 

Rule. Id. § 30.16(a)(3)(i). The Office of the Special Master then commenced a formal review of 

GM’s proposed compensation structures for the Covered Employees. The Rule provides that the 

 5 For a further discussion of the guidelines, see pages 9 – 10 of the September 10, 2010, Final Report of Special 

Master Kenneth R. Feinberg, available at www.financialstability.gov (click on “Executive Compensation”).
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Office of the Special Master is required to issue a compensation determination within 60 days of 

receipt of a substantially complete submission. Id.

The Office of the Special Master’s review of the Company’s proposals was aided by 

analysis from a number of internal and external sources, including:

• Treasury personnel with significant experience related to executive compensation 

detailed to the Office of the Special Master;

• Competitive market data provided by the Company in connection with its submission to 

the Office of the Special Master; 

• External information on comparable compensation structures extracted from the U.S.

Mercer Benchmark Database-Executive; 

• Equilar’s ExecutiveInsight database (which includes information drawn from publicly 

filed proxy statements); and

• Kenexa’s CompAnalyst Executive database (which includes information drawn from 

publicly filed proxy statements).

The Office of the Special Master has also considered national and global developments in 

the regulation of executive compensation. In July 2010, Congress passed the Dodd-Frank Wall 

Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), directing further regulation 

on incentive-based compensation. In early 2011, the FDIC and the SEC approved versions of a 

joint proposed rulemaking with five other agencies under the Dodd-Frank Act, mandating, 

among other things, the deferral of half of large banks’ top executive bonuses.

6

The Office of the Special Master considered all the sources above, in light of the statutory 

and regulatory standards described in Part III below, when evaluating the Company’s proposed 

compensation structures for the Covered Employees for 2012.

 The Office of 

the Special Master continues to monitor evolving standards for executive compensation.

III. STATUTORY AND REGULATORY STANDARDS

The Rule requires that the Office of the Special Master determine for each of the Covered 

Employees whether GM’s proposed compensation structure, including amounts payable or 

potentially payable under the compensation structure, “will or may result in payments that are 

inconsistent with the purposes of Section 111 of EESA or TARP, or are otherwise contrary to the 

public interest.” 31 C.F.R. § 30.16(a)(3). The Rule requires that, in making these compensation 

determinations, the Office of the Special Master shall apply six principles that are intended to be 

 6 See SEC Press Release No. 2011-77 (March 30, 2011). Internationally, the EU adopted a directive on 

remuneration policies which was further implemented in guidelines released in December 2010. The UK issued its 

final regulations under those guidelines in the same month. These developments may be considered a response to 

the meeting of the G20 in April 2009, and also more broadly as a response to the financial crisis and changing views 

on the regulation of executive compensation. Generally, the principles underlying the emerging regulations are 

consistent with the objectives of the Office of the Special Master. 
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consistent with sound compensation practices appropriate for TARP recipients and to advance 

the purposes and considerations described in EESA, including the maximization of overall 

returns to the taxpayers of the United States and providing stability and preventing disruptions to 

financial markets. EESA, Pub. L. No. 110-343 §2, §103 (2008). These principles are:

(1) Avoidance of incentives to take excessive risk. The compensation structure should avoid 

incentives that encourage employees to take unnecessary or excessive risks that could 

threaten the value of the Exceptional Assistance Recipient, including incentives that 

reward employees for short-term or temporary increases in value or performance, or 

similar measures that may undercut the long-term value of the Exceptional Assistance 

Recipient. Compensation packages should be aligned with sound risk management. Id. § 

30.16(b)(1)(i).

(2) Taxpayer return. The compensation structure and amount payable should reflect the 

need for the Exceptional Assistance Recipient to remain a competitive enterprise, to 

retain and recruit talented employees who will contribute to the recipient’s future success, 

so that the Company will ultimately be able to repay its TARP obligations. Id.

§ 30.16(b)(1)(ii).

(3) Appropriate allocation of components of compensation. The compensation structure 

should appropriately allocate the components of compensation such as salary and shortterm and long-term performance incentives, as well as the extent to which compensation 

is provided in cash, equity, or other types of compensation such as executive pensions, or 

other benefits, or perquisites, based on the specific role of the employee and other 

relevant circumstances, including the nature and amount of current compensation, 

deferred compensation, or other compensation and benefits previously paid or awarded. 

Id. § 30.16(b)(1)(iii).

(4) Performance-based compensation. An appropriate portion of the compensation should 

be performance-based over a relevant performance period. Performance-based 

compensation should be determined through tailored metrics that encompass individual 

performance and/or the performance of the Exceptional Assistance Recipient or a 

relevant business unit taking into consideration specific business objectives. 

Performance metrics may relate to employee compliance with relevant corporate policies. 

In addition, the likelihood of meeting the performance metrics should not be so great that 

the arrangement fails to provide an adequate incentive for the employee to perform, and 

performance metrics should be measurable, enforceable, and actually enforced if not met. 

Id. § 30.16(b)(1)(iv).

(5) Comparable structures and payments. The compensation structure, and amounts payable 

where applicable, should be consistent with, and not excessive taking into account, 

compensation structures and amounts for persons in similar positions or roles at similar 

entities that are similarly situated, including, as applicable, entities competing in the same 

markets and similarly situated entities that are financially distressed or that are

contemplating or undergoing reorganization. Id. § 30.16(b)(1)(v).
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(6) Employee contribution to TARP recipient value. The compensation structure and amount 

payable should reflect the current or prospective contributions of an employee to the 

value of the Exceptional Assistance Recipient, taking into account multiple factors such 

as revenue production, specific expertise, compliance with company policy and 

regulation (including risk management), and corporate leadership, as well as the role the 

employee may have had with respect to any change in the financial health or competitive 

position of the recipient. Id. § 30.16(b)(1)(vi).

The Rule provides that the Office of the Special Master shall have discretion to determine 

the appropriate weight or relevance of a particular principle depending on the facts and 

circumstances surrounding the compensation structure or payment for a particular employee. Id.

§ 30.16(b). To the extent two or more principles may appear inconsistent in a particular 

situation, the Rule requires that the Office of the Special Master exercise discretion in 

determining the relative weight to be accorded to each principle. Id.

The Rule provides that the Office of the Special Master may, in the course of applying 

these principles, take into account other compensation structures and other compensation earned, 

accrued, or paid, including compensation and compensation structures that are not subject to the 

restrictions of Section 111 of EESA. For example, the Office of the Special Master may 

consider payments obligated to be made by the Company pursuant to certain legally binding 

rights under valid written employment contracts entered into prior to enactment of the statute and 

the accompanying Rule. Id. § 30.16(a)(3).

IV. COMPENSATION STRUCTURES AND PAYMENTS

A.

GM has provided the Office of the Special Master with detailed information concerning 

its proposed 2012 compensation structures for the Covered Employees, including amounts 

proposed to be paid under the compensation structure for each Covered Employee. 

GM Market Data and Proposals

GM supported its proposal with detailed assessments of each Covered Employee’s tenure 

and responsibilities at the Company and historical compensation structure. Fourteen of the 

employees listed as Covered Employees in 2011 remain on the list of Covered Employees for 

2012, and nine employees are new entrants to the group.7

The submission also included market data that, according to the Company, indicated that 

the amounts potentially payable to each employee were comparable to the compensation payable 

to persons in similar positions or roles at a “peer group” of entities selected by the Company. 

The following overview of the market data submitted by GM is based on information supplied 

by the Company.

 7 As further described below, two employees who otherwise would have been included in the Covered Employee 

group have departed the Company, but remain subject to the applicable rules for Covered Employees who have left 

the Company.
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1.

GM’s submission included market comparisons of total compensation levels for the 

Covered Employees provided by Compensation Advisory Partners, LLC (“CAP”), an 

independent third-party consultant specializing in executive compensation matters. CAP offers a 

full range of executive compensation consulting services as it works with boards of directors and 

management teams to develop effective compensation programs, aligned with strong corporate 

governance standards. 

Overview of Market Data

One of the services CAP provided GM is the annual evaluation of compensation 

competitiveness for year-end 2011 (the “Report”). The evaluation involves comparing the 

compensation GM provides its executives to that provided by GM’s comparator companies8

Both the amount and type of compensation provided by GM and the comparator 

companies are evaluated along with the relative proportion of each type. CAP secures the data 

used for the evaluation from proxy statements for GM’s named executive officers and surveys 

conducted by major survey providers for all other executives. Comparisons are made by position 

based on level of responsibility and/or specific position responsibilities. The comparisons for all 

positions are consolidated to create an overall assessment of the competitiveness of GM’s 

executive compensation structures. 

for 

each element of compensation. GM’s comparator group consists of other large U.S.-based 

multinationals that are in the Fortune 100 and have complex business operations including 

significant research and development, design, engineering and manufacturing. 

According to GM, on an overall basis, GM targets the median of the comparator group to 

set the compensation for its executives. This means, on an individual basis, an executive may be 

above or below the median based on his or her individual background and any differences in the 

scope of responsibilities of GM’s positions versus that of comparator companies. Based on the 

market data GM provided, the Office of the Special Master believes that GM’s 2012 proposals 

would place the Covered Employees, as a whole, around the median of compensation for persons 

in similar roles at similar entities.

As in past years, an executive compensation specialist on the staff of the Office of the 

Special Master evaluated the Report based on decades of experience in structuring executive 

compensation and on testing a sample of the market information contained in the Report using 

one or more of the databases referred to in Part II above. Based on that evaluation, the Office of 

the Special Master has concluded that the market comparisons set forth in the Report provide a 

reasonable guide to compensation paid to “persons in similar positions or roles at similar entities 

that are similarly situated.”9

 8 GM’s comparator group includes Chevron Corp., ConocoPhillips, General Electric Co., Ford Motor Co., HewlettPackard Co., International Business Machines Corp., Procter & Gamble Co., Pfizer Inc., Boeing Co., Johnson & 

Johnson, PepsiCo Inc., United Technologies Corp., Dow Chemical Co., Lockheed Martin Corp., Caterpillar Inc., 

Johnson Controls Inc., Honeywell International Inc., and E. I. du Pont de Nemours and Co.

9 31 C.F.R. § 30.16(b)(1)(v). See also the discussion of the relevant principles in Part III above.
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2.

a. Cash Salary

GM’s Proposal

For 12 of the 23 Covered Employees, including three of the nine employees new to the 

Covered Employee group, the Company proposed raising cash salaries. 

b. Stock Salary

GM proposed that Covered Employees receive substantial stock salary for 2012. As 

required by the Rule, these stock units would be fully vested upon grant.

c. Annual Long-Term Incentive Awards

GM proposed that all but four Covered Employees would receive annual long-term 

incentive awards. These employees would be eligible to receive awards representing up to one 

third of their total 2012 compensation, payable in long-term restricted stock units that generally 

would vest only if the Covered Employee remains employed by the Company on the third

anniversary of the grant date. As required by the Rule, these awards would be paid only in 25% 

installments for each 25% of GM’s TARP obligations that are repaid. 

d. “Other” Compensation and Perquisites

GM proposed payments of “other” compensation, as well as perquisites, to the Covered 

Employees. These proposed payments varied in value.

B.

The Office of the Special Master has reviewed the Proposed Structures in detail by 

application of the six principles set forth in the Rule and described in Part III above. The Office 

of the Special Master’s review also made use of the resources described in Part II. In order to 

consistently apply the principles and ensure the satisfaction of the public interest standard, the 

Office of the Special Master has determined that the guidelines established in 2009, and applied 

in 2010 and 2011, must continue to govern compensation in 2012.

Determinations of the Office of the Special Master

After reviewing the Proposed Structures, the Office of the Special Master has concluded 

that they are in most respects consistent with the guidelines. However, certain aspects of the 

Proposed Structures and amounts potentially payable under the Proposed Structures require 

modification to ensure that they are consistent with the public interest standard.10

The Office of the Special Master has determined, in light of the considerations that 

follow, that the compensation structures described in Exhibits I and II to this Determination 

Memorandum will not, by virtue of either their structural design or the amounts potentially 

payable under them, result in payments inconsistent with the public interest standard.

 10 The Office of the Special Master previously approved an increase in compensation for a Covered Employee who 

was also a Covered Employee in 2011. See Letter to Ms. Janice K. Uhlig, (April 22, 2011), available at

www.financialstability.gov (click on “Executive Compensation”). 
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1.

The Office of the Special Master reviewed GM’s proposed cash salary in light of the 

principle that compensation structures should generally be comparable to “compensation 

structures and amounts for persons in similar positions or roles at similar entities,” 31 C.F.R. 

§ 30.16(b)(1)(v). Based in part upon this principle, the Office of the Special Master has 

concluded that cash salaries generally target the 50th percentile as compared to persons in similar 

positions or roles at similar entities, because such levels of cash salaries balance the need to 

attract and retain talent with the need for compensation structures that reflect the circumstances 

of Exceptional Assistance Recipients. 

Cash Salary

The Office of the Special Master also reviewed GM’s proposed cash salaries in light of 

the principle that compensation structures should be “performance-based over a relevant 

performance period,” id. § 30.16(b)(1)(iv). Based in part upon this principle, the Office of the 

Special Master has determined that, other than in exceptional cases for good cause shown, a 

Covered Employee’s cash salary should not exceed $500,000.

After reviewing GM’s proposal, the Office of the Special Master has determined that in 

certain cases the full amount of the proposed increases was not justified. The cash salaries that 

the Office of the Special Master has determined are consistent with the public interest standard 

for the Covered Employees are set forth in Exhibit I.

2.

The Office of the Special Master reviewed the amount of stock salary GM proposed to 

pay the Covered Employees in light of the principles that compensation structures should 

generally be comparable to “compensation structures and amounts for persons in similar 

positions or roles at similar entities,” id. § 30.16(b)(1)(v), and that a “compensation structure, 

and amount payable...should reflect the current or prospective contributions of an employee to 

the value of the [Company].” Id. § 30.16(b)(1)(vi). The Office of the Special Master found that 

the amounts of stock salary proposed by GM generally would place the Covered Employees 

around the 50th percentile of compensation for persons in similar roles at similar entities. 

However, in light of the principle that “an appropriate portion of the compensation should be 

performance-based over a relevant performance period,” id. § 30.15(b)(1)(iv), the Office of the 

Special Master concluded that, in certain cases, the proposed stock salary amount was not 

justified and that a portion of compensation should be reallocated from stock salary to the longterm incentive award. (See item 3 below.) The stock salaries that the Office of the Special 

Master has determined are consistent with the public interest standard for 2012 are set forth in 

Exhibit I.

Stock Salary

The Office of the Special Master reviewed the structure of GM’s stock salary proposal in 

light of the principle that compensation structures should align performance incentives with 

long-term value creation rather than short-term profits. See id. § 30.16(b)(1)(i). In light of this 

principle, the guidelines provide that stock salary may be redeemable only in three equal, annual 

installments beginning on the second anniversary of grant. The Proposed Structures are 

consistent with this requirement. Additionally, as GM has made significant repayments of the 
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Company’s TARP obligations,

11

3.

each redemption date of 2009, 2010, 2011, and 2012 stock 

salary may be accelerated by one year.

The Office of the Special Master reviewed GM’s proposed annual long-term incentive 

awards in light of the principle that performance-based compensation should be payable “over a 

relevant performance period.” Id. § 30.16(b)(1)(iv). Based in part upon this principle, long-term 

incentives must be paid in the form of long-term restricted stock, and may be paid only if

objective performance metrics are achieved and the employee continues to provide services to 

the Company for three years following the date of grant.

Annual Long-Term Incentive Awards

12

The structure of GM’s proposed annual long-term incentive awards generally satisfies 

these requirements. Under the Proposed Structures, annual long-term incentive awards for 2012

will be payable only upon the achievement of specified, objective performance criteria to be 

provided to the Office of the Special Master. In addition, as required by the Rule, these awards 

may be redeemed only in 25% installments for each 25% of GM’s TARP obligations that are 

repaid. 

 

The Office of the Special Master also reviewed the target amounts of annual long-term 

incentive awards GM proposed for the Covered Employees in light of the principle that an 

“appropriate portion of the compensation should be performance-based,” id. § 30.16(b)(1)(iv), 

and “performance metrics should be measurable, enforceable, and actually enforced if not met.” 

Id. GM’s proposed annual long-term incentive awards are generally consistent with this

principle. In the case of a number of Covered Employees, however, the Proposed Structures 

failed to satisfy this principle because they allocated an insufficient amount of a Covered 

Employee’s compensation to long-term restricted stock that is based on the achievement of 

performance measures. In the case of certain Covered Employees, the Office of the Special 

Master acknowledged that a lower allocation of long-term restricted stock was appropriate. The 

target annual long-term incentive awards that the Office of the Special Master has determined are 

consistent with the public interest standard for 2012 are set forth in Exhibit I.

4.

Perquisites and “other” compensation provided to a Covered Employee must be limited 

to $25,000 on an annual basis. The Proposed Structures are consistent with this requirement. As 

described in Exhibit II, any exceptions to this limitation will require that the Company provide 

to the Office of the Special Master an independent justification for the payment that is 

satisfactory to the Office of the Special Master.

“Other” Compensation and Perquisites

13

 11 Including proceeds from the sale of GM stock held by Treasury, GM’s repayments totaled approximately $23

billion as of the date of this Determination Memorandum.

 To the extent that payments exceeding this 

12 In line with the proposed rulemaking under the Dodd-Frank Act referenced above, and in conformity with the 

minimum two-year vesting requirement of the Rule, pro-rata vesting of long-term incentive awards for 2012 

services will be permitted after two years, allowing two thirds of the award to vest after two years, with the last third 

vesting on the third anniversary of the date of grant.

13 GM has identified certain employees subject to expatriate arrangements providing for the payment of certain 

“other” compensation in excess of this limitation. The Office of the Special Master has reviewed these 
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limitation have already been made to a Covered Employee in 2012, those amounts should be 

promptly returned to the Company.

5.

Covered Employees must not accrue in 2012 additional amounts under supplemental 

executive retirement plans and other “non-qualified deferred compensation” plans, as described 

in Exhibit II.

Non-Qualified Deferred Compensation

6.

The Company must ensure that 2012 compensation structures for Covered Employees do 

not result in an increase in the amounts payable pursuant to severance arrangements. 

Severance Plans

7.

Two employees who would have been Covered Employees had they remained employed 

by the Company have departed the Company. With respect to these individuals, the Office of the

Special Master has determined that the payment of stock salaries and cash salaries at the rates in 

effect on January 1, 2012, through the date of the termination of employment, and payment of up 

to $25,000 in perquisites and “other” compensation are consistent with the public interest 

standard. No other payments of total direct compensation to these employees for 2012 would be 

consistent with the public interest standard. Any exceptions to this limitation will require that 

the Company provide to the Office of the Special Master an independent justification for the 

payment that is satisfactory to the Office of the Special Master. For the avoidance of doubt, as 

mentioned in Part I, these employees remain subject to the applicable provisions of the Rule, and 

any other compensation they have accrued remains subject to the above provisions of this Part 

IV (or, if applicable, the corresponding provisions of the Prior Determinations) and Exhibit II. 

Departing Employees

V. CORPORATE GOVERNANCE 

As noted in Part III above, the Rule requires the Office of the Special Master to consider 

the extent to which compensation structures are “performance-based over a relevant performance 

period,” 31 C.F.R. § 30.16(b)(1)(iv). In light of the importance of this principle, as in the Prior 

Determinations, the Office of the Special Master requires that GM take certain corporate 

governance steps to ensure that the compensation structures for the Covered Employees, and the 

amounts payable or potentially payable under those structures, are consistent with the public 

interest standard. Among other requirements, GM must:

• Ensure that employees are prohibited from engaging in any derivative or similar 

transaction with respect to GM stock that would undermine the long-term performance 

incentives created by the compensation structures set forth in Exhibits I and II.

 

arrangements and has concluded that such payments, not to exceed $425,000 per employee, are consistent with the 

public interest standard.
A11

• Maintain a compensation committee comprised exclusively of independent directors, 

which must discuss, evaluate, and review with GM’s senior risk officers any risks that 

could threaten the value of GM. Id. § 30.4; id. § 30.5.

• Ensure that the compensation committee discloses to Treasury an annual narrative 

description of whether GM, its Board of Directors, or the committee has engaged a 

compensation consultant during the past three years; and, if so, the types of services 

provided by the compensation consultant or any affiliate, including any “benchmarking” 

or comparisons employed to identify certain percentile levels of pay. Id. § 30.11(c).

• Provide to Treasury an annual disclosure of any perquisite with a total value for GM’s 

fiscal year that exceeds $25,000 for each of the Covered Employees, as well as a 

narrative description of the amount and nature of these perquisites, the recipient of these 

perquisites and a justification for offering these perquisites (including a justification for 

offering the perquisite, and not only for offering the perquisite with a value that exceeds 

$25,000). Id. § 30.11(b).

• Ensure that any incentive award paid to a Covered Employee is subject to a clawback if 

the award was based on materially inaccurate financial statements (which term includes, 

but is not limited to, statements of earnings, revenues, or gains) or any other materially 

inaccurate performance metric criteria. GM must exercise its clawback rights except to 

the extent that it is unreasonable to do so. Id. § 30.8.

• GM was required to adopt an excessive or luxury expenditures policy, provide that policy 

to Treasury, and post it on GM’s website. If GM’s Board of Directors makes any 

material amendments to this policy, within 90 days of the adoption of the amended 

policy, the Board of Directors must provide the amended policy to Treasury and post the 

amended policy on its Internet website. Id. § 30.12.

• Except as explicitly permitted under the Rule, GM is prohibited from providing (formally 

or informally) tax gross-ups to any of the Covered Employees. Id. § 30.11(d).

• GM’s chief executive officer and chief financial officer must provide written certification 

of the Company’s compliance with the various requirements of Section 111 of EESA. 

The precise nature of the required certification is identified in the Rule. Id. § 30.15 

Appx. B.

VI. CONCLUSION

The Office of the Special Master has reviewed the Proposed Structures for the Covered 

Employees for 2012 and, in light of the principles, applied the guidelines in order to ensure the 

satisfaction of the public interest standard. On the basis of that review, the Office of the Special 

Master has determined that the Proposed Structures submitted by GM are to a great extent 

consistent with the Prior Determinations but require certain modifications in order to meet the 

public interest standard. 
A12

The Office of the Special Master has reviewed the compensation structures set forth in 

Exhibits I and II in light of the principles set forth at 31 C.F.R. § 30.16(b). Pursuant to the 

authority vested in the Office of the Special Master by the Rule, and in accordance with Section 

30.16(a)(3) thereof, the Office of the Special Master hereby determines that the compensation 

structures set forth in Exhibits I and II, including the amounts payable or potentially payable 

under such compensation structures, will not result in payments that are inconsistent with the 

purposes of Section 111 of EESA or TARP, and will not otherwise be contrary to the public 

interest. 

Pursuant to the Interim Final Rule, GM may, within 30 days of the date hereof, request in 

writing that the Office of the Special Master reconsider the determinations set forth in this 

Determination Memorandum. The request for reconsideration must specify a factual error or 

relevant new information not previously considered, and must demonstrate that such error or lack 

of information resulted in a material error in the initial determinations. If GM does not request 

reconsideration within 30 days, the determinations set forth herein will be treated as final 

determinations. Id. § 30.16(c)(1).

The foregoing determinations are limited to the compensation structures and employees 

described in Exhibits I and II, and shall not be relied upon with respect to any other employee. 

The determinations are limited to the authority vested in the Office of the Special Master by 

Section 30.16(a)(3)(i) of the Rule, and shall not constitute, or be construed to constitute, the 

judgment of the Office of the Special Master or Treasury with respect to the compliance of any 

compensation structure with any other provision of the Rule. Moreover, this Determination 

Memorandum has relied upon, and is qualified in its entirety by, the accuracy of the materials 

submitted by the Company to the Office of the Special Master, and the absence of any material 

misstatement or omission in such materials. 

Finally, the foregoing determinations are limited to the compensation structures described 

herein, and no further compensation of any kind payable to any Covered Employee without the 

prior approval of the Office of the Special Master would be consistent with the public interest 

standard.
E1

Employee ID Cash Salary

Stock Salary

(Performance based: 

The stock vests at grant 

and is redeemable in 

three equal, annual 

installments beginning 

on the first anniversary 

of grant.)

Long-Term Restricted Stock

(Performance based: Awarded 

based on achievement of 

objective performance goals. 

Generally vests after 3 years of 

service. Transferability 

dependent on TARP 

repayment). 

Total Direct 

Compensation

 (Cash salary + stock 

salary + long term 

restricted stock). 

4859 $1,700,000 $7,300,000 $0 $9,000,000

0094 $950,000 $1,187,500 $1,000,000 $3,137,500

0135 $500,000 $750,000 $519,500 $1,769,500

2346 $485,000 $845,000 $500,000 $1,830,000

2387 $495,000 $835,000 $600,000 $1,930,000

2986 $750,000 $3,500,000 $0 $4,250,000

3199 $500,000 $407,500 $425,000 $1,332,500

3348 $650,000 $1,450,000 $0 $2,100,000

4374 $495,000 $705,000 $575,000 $1,775,000

4696 $380,000 $456,250 $400,000 $1,236,250

4844 $500,000 $555,000 $525,000 $1,580,000

4894 $495,000 $2,430,000 $0 $2,925,000

5021 $600,000 $3,300,000 $1,500,000 $5,400,000

5434 $580,000 $1,120,000 $300,000 $2,000,000

5555 $750,000 $2,500,000 $1,600,000 $4,850,000

5697 $750,000 $2,150,000 $1,400,000 $4,300,000

6447 $580,000 $890,000 $400,000 $1,870,000

6524 $495,000 $700,000 $555,000 $1,750,000

6847 $360,000 $462,500 $375,000 $1,197,500

7305 $360,000 $462,500 $375,000 $1,197,500

7459 $750,000 $2,600,000 $1,650,000 $5,000,000

9195 $475,000 $725,000 $600,000 $1,800,000

9635 $500,000 $950,000 $700,000 $2,150,000

Comparison of 2012 compensation to prior year compensation for the employees listed above

Note 1: The total number of Covered Employees may be less than 25 because of separations from service since January 1, 2012.

• Overall: Overall cash decreased $2.3 million or 14% and total direct compensation decreased $8.8 million 

or 12% from 2011.

• The 14 executives remaining in the top 25 from 2011: Cash salaries increased $50,000 or 0.5% and 

total direct compensation increased $3.8 million or 8.4% from 2011. (This comparison is to target total direct 

compensation for 2011; the amount of long-term restricted stock actually awarded may have been lower than 

the target amount.)

• The nine executives new to the top 25 in 2012: Cash compensation decreased $2.4 million or 34.0% 

and total direct compensation decreased $12.6 million or 45.5% from 2011.

Company Name: General Motors Company 

2012 Compensation

EXHIBIT I

COVERED EMPLOYEES
E2

EXHIBIT II

TERMS AND CONDITIONS OF PAYMENTS AND STRUCTURES

CONSISTENT WITH THE PUBLIC INTEREST STANDARD

The following general terms and conditions shall govern the compensation structures described in Exhibit I. The Office 

of the Special Master’s determination that those structures are consistent with the public interest standard is qualified in its 

entirety by the Company’s adherence to these terms and conditions.

• Salary payments. Cash and stock base salaries reflect the annual rate for the employee and are effective as of 

January 1, 2012, and in the case of stock salary are payable on a nunc pro tunc basis from that date. To the extent the 

Office of the Special Master’s determinations for 2012 reduce an employee’s previous cash or stock salary rate, 

payments in excess of that rate prior to the date hereof must be offset by reductions to prospective 2012 cash salary 

payments or to any stock salary payable with respect to 2012.

• Stock compensation generally. For purposes of the Determination Memorandum, “stock” compensation includes 

common stock and stock units. Notwithstanding any transferability restrictions applicable to any stock compensation 

described in the Determination Memorandum, (1) an amount of stock sufficient to cover an employee’s tax 

withholding obligations may become immediately transferable to the extent necessary to satisfy the employee’s

obligations, and (2) to the extent permitted by the Rule, stock may become immediately transferable upon an 

employee’s death or separation from service resulting from disability, as defined in the Company’s broad-based longterm disability plan.

• Stock salary. Stock salary must be determined as a dollar amount through the date salary is earned, be accrued at the 

same time or times as the salary would otherwise be paid in cash, and vest immediately upon grant, with the number 

of shares based on the fair market value on the date of award. Stock granted as stock salary may only be redeemed in 

three equal, annual installments as described in the Determination Memorandum. Whether a nunc pro tunc grant or 

payment that is labeled stock salary is considered salary or a bonus for purposes of the Rule is determined based on all 

the facts and circumstances.

• Long-term restricted stock. Long-term restricted stock for 2012 services may be granted only upon the achievement 

of objective performance criteria developed and reviewed in consultation with the Office of the Special Master. The 

compensation committee must certify (1) the achievement of such criteria, and (2) that the grant of incentives is 

appropriate in light of GM’s overall circumstances at the time. Such stock must be forfeited unless conditioned upon 

the employee’s continued employment through the third anniversary of grant, unless a termination of employment 

results from death or disability; provided, however, that (a) pro rata vesting is permitted after two years, allowing twothirds of the grant to vest after two years, with the last third vesting on the third anniversary, and (b) all or a portion of 

such stock may, for good cause certified by the Company’s compensation committee, continue to vest if the employee 

retires on or after the second anniversary of the grant date. The term “retirement” must meet an objective standard 

established in consultation with the Office of the Special Master.

• Other compensation and perquisites. No more than $25,000 in total other compensation and perquisites (as defined 

by pertinent SEC regulations) may be provided to any Covered Employee, absent exceptional circumstances for good 

cause shown. 

• Supplemental executive retirement plans and non-qualified deferred compensation plans. No amounts may be 

accrued under supplemental executive retirement plans, and no Company contributions may be made to other “nonqualified deferred compensation” plans, as defined by pertinent SEC regulations, for 2012. For the avoidance of 

doubt, the foregoing limitation does not (1) apply to employee-funded elective deferral arrangements or (2) preclude 

continuing recognition of age and service credit for Company employees for the purpose of vesting in previously 

accrued benefits under any plans referred to in this paragraph.

• Qualified Plans. For the avoidance of doubt, the Office of the Special Master has determined that participation by the 

Covered Employees in broad-based, tax-qualified retirement and health and welfare plans is consistent with the public 

interest standard, and amounts payable under such plans are not counted against the $25,000 limit on other 

compensation and perquisites.