General Motors Company Proxy Statement and Notice of 2021 Annual Meeting of Shareholders June 14, 2021, 1 p.m. Eastern We believe our diversity is another great power source. Notice of 2021 Annual Meeting of Shareholders

April 30, 2021 Dear Fellow Shareholders: The Board of Directors of Company cordially invites you to attend the 2021 Annual Meeting Information: Meeting of Shareholders. At the Annual Meeting, you will be asked to: Date: June 14, 2021 • Elect the 12 Board-recommended director nominees named in this Proxy Statement; Time: 1:00 p.m. Eastern • Approve, on an advisory basis, Named Executive Place: Online via live webcast at Officer compensation; virtualshareholdermeeting.com/GM2021 • Ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2021; • Vote on Rule 14a-8 shareholder proposals, if Your Vote Is Important properly presented at the meeting; and • Transact any other business that is properly presented at the meeting. Please promptly submit your vote by Internet, Record Date: April 15, 2021. by telephone, or by signing, dating, and returning the enclosed proxy card or voting A list of registered shareholders will be available for instruction form in the postage-paid envelope examination for any purpose that is germane to the provided so that your shares will be represented meeting for 10 business days before the Annual and voted at the meeting. Meeting. Shareholders may request to review the We are first mailing these proxy materials to our list by emailing [email protected]. shareholders on or about April 30, 2021. This Proxy Statement is provided in conjunction with GM’s solicitation of proxies to be used at the Annual Meeting. Thank you for your interest in General Motors Company. For additional information about how to attend our How to Access the Annual Meeting, see “General Information About Proxy Materials Online: the Annual Meeting” on page 92 of this Proxy Statement. Important Notice Regarding the Availability of Proxy Materials for the 2021 Annual Meeting By Order of the Board of Directors, of Shareholders to Be Held on June 14, 2021: Ann Cathcart Chaplin Our Proxy Statement and 2020 Annual Report Corporate Secretary are available at investor.gm.com/shareholder. 300 You may also scan the QR code above with your Detroit, Michigan 48265 smartphone or other mobile device to view our Proxy Statement and Annual Report.

2021 PROXY STATEMENT i A Message From Our Chairman and CEO

April 30, 2021

Dear Fellow Shareholders:

At General Motors and around the world, 2020 was defined by responding to the once-in-a-century challenges presented by the COVID-19 pandemic. Over the course of the year, the Board worked closely with GM’s Senior Leadership Team to ensure that the Company prioritized the health and safety of its employees and customers and acted with speed and agility to serve its communities and protect its business. We are proud of the thousands of GM employees who raised their hands to produce critical-care ventilators or to make and donate personal protective equipment for frontline healthcare workers and schools. With the same speed and sense of urgency, which we now call “ventilator speed,” we protected our liquidity and developed rigorous protocols to safely restart operations at the appropriate time. These actions enabled GM to deliver strong results in the second half of 2020 while advancing our electric vehicle (“EV”) goals and growth strategy.

Accelerating Our All-Electric Future Last year, we made a strategic decision to accelerate our all-electric future by announcing our commitment to invest more than $27 billion through 2025 on electric and self-driving vehicles. These investments will allow GM to offer 30 EVs globally by 2025 — and 40% of U.S. entries will be battery electric vehicles by that time. The Board has worked for years to shape a long-term strategy to decarbonize our portfolio and replace GM’s gas-powered light-duty vehicles with EVs. Our focus has always been to align GM’s long-term vision with the interests of our shareholders, and our recent investments have brought us to an inflection point in our long-term sustainability plan. As a result, earlier this year, we announced the following: • We will be carbon neutral in our global products and operations by 2040, 10 years ahead of the goals set forth in the Paris Agreement on climate change. • We signed the Business Ambition for 1.5° C commitment and set science-based targets that align with the Paris Agreement. • We aspire to eliminate tailpipe emissions from new light-duty vehicles globally by 2035. • We will source 100% renewable energy to power our U.S. facilities by 2030 and our global facilities by 2035, five years earlier than our previously announced goal.

To meet these commitments, we will offer EVs across all of our brands that will span the global EV market, from the low-cost Wuling Hong Guang Mini to the hand-crafted CELESTIQ flagship sedan. In 2020, Ultium Cells LLC, our joint venture with LG Energy Solution, broke ground on a nearly 3 million-square-foot plant in Lordstown, Ohio, which we expect will produce millions of battery cells every year – and we recently announced plans to build a second battery cell manufacturing plant in Spring Hill, Tennessee. In February 2021, we unveiled the Bolt EUV; and later this year, the Ultium-powered GMC EV will launch from our transformed Factory ZERO plant in Detroit- Hamtramck, Michigan. Next year, we will launch the Cadillac LYRIQ, and we will have several high-volume entries in North America by 2023. You can learn more about our climate and sustainability goals on page 35 of this Proxy Statement.

Committed to Driving Diversity, Equity, and Inclusion in Our Workforce The Board also recognizes that how we achieve our all-electric future matters. At GM, we intend for our transformation to be inclusive and consistent with our longstanding leadership in fostering diversity and inclusion. The events of 2020 underscored the economic and racial inequalities that persist in the and around the world. Following the killings of unarmed black citizens, including George Floyd, Jr., Breonna Taylor, Ahmaud Arbery, Rayshard Brooks, and more, shock and protests reverberated throughout the country and around the world. GM challenged its employees to stop asking “why” and start asking “what are we going to do?” GM has doubled down on its commitment to create and maintain a workplace that is inclusive for employees. We named Telva McGruder our Chief of Diversity, Equity, and Inclusion. We also created an Inclusion Advisory Board, which consists of internal and external leaders, that is committed to making sure GM’s words are supported by action. Our Senior Leadership Team has also worked to enhance GM’s diversity accountability reporting at Board and senior leader meetings using two key metrics: diversity in ii 2021 PROXY STATEMENT the overall GM population and diversity in hiring. We are also focused on promotions, performance ratings, interview slates, and attrition, among other things. In 2020, we also introduced a new employee behavior: Be Inclusive. You can learn more about our work to develop and execute strategies to build a high-performing, inclusive culture on pages 33 to 34 of this Proxy Statement.

Continued Evolution of Our Board This year is a tipping point for EVs and an inflection point on sustainability, inclusion, and growth. In response, the Board has continued to evolve its membership to ensure it has the right mix of skills and diverse perspectives to continue to be a strategic asset for the Company. In March 2021, the Board added two new directors: Margaret (“Meg”) C. Whitman and Mark A. Tatum. Meg brings significant technology expertise to the Board, along with decades of experience leading large, complex companies, including Hewlett Enterprise and eBay, Inc. Mark is responsible for the National Basketball Association’s global business operations and oversees its global partnerships, marketing, communications, and team marketing and business operations. We believe their unique experiences will bolster our Board’s already strong skillset, especially in technology, brand building, and customer experience, that will help us drive value for shareholders now and into the future.

As we welcome Meg and Mark, the Board’s leadership is also evolving. Theodore M. Solso (“Tim”) will not stand for re-election this year after ten years of distinguished service on the Board. The evolution of our Company in recent years would not have been possible without Tim, who helped lead the successful implementation of a number of key strategic priorities in our Company’s transformation, including exiting and restructuring unprofitable markets, reimagining the future of transportation, and accelerating our EV goals. On behalf of the entire Board, I sincerely thank Tim for his invaluable service and many contributions. I am confident our Board will continue to evolve under the leadership of Patricia Russo, who will succeed Tim in that important role upon his retirement. For more information on the role of the Independent Lead Director, please see page 16 of this Proxy Statement.

We appreciate your continued commitment to investing in GM, and we look forward to your attendance at our 2021 Annual Meeting of Shareholders on June 14 at 1:00 p.m. Eastern Time. Sincerely,

Mary T. Barra Chairman and Chief Executive Officer

2021 PROXY STATEMENT iii Helpful Resources

Annual Meeting: investor.gm.com/shareholder Defined Terms and Commonly Used Acronyms Proxy Statement Annual Meeting GM’s Annual Meeting of Annual Report Shareholders to be held on June 14, 2021 Governance Documents: investor.gm.com/resources AV Autonomous Vehicle Board Committee Charters Board General Motors Company’s Bylaws and Certificate of Incorporation Board of Directors Corporate Governance Guidelines CEO Chief Executive Officer Key Compliance Policies: investor.gm.com/resources CFO Chief Financial Officer Winning with Integrity: Our Values and Guidelines Code of Conduct Winning with Integrity: Our for Employee Conduct Values and Guidelines for Employee Conduct Policy on Recoupment of Incentive Compensation Related Party Transactions Policy Committees Audit Committee Executive Committee Insider Trading Policy Executive Compensation ESG Policies: investor.gm.com/resources Committee Voluntary Report of 2020 Political Contributions Governance and Corporate Responsibility Committee Company Policy on Corporate Political Contributions Finance Committee and Expenditures Risk and Cybersecurity Conflict Minerals Policy Committee Environmental Policy DSU Deferred Share Unit Global Human Rights Policy ESG Environmental, Social, and Global Integrity Policy Governance Supplier Code of Conduct EV Electric Vehicle Sustainability Report: gmsustainability.com EY Ernst & Young LLP Investors Relations: investor.gm.com/investor-relations GM or the General Motors Company Company Governance Governance and Corporate Committee Responsibility Committee LTIP Long-Term Incentive Plan NEO Named Executive Officer NYSE New York Stock Exchange SEC U.S. Securities and Exchange Commission Senior Leadership Certain members of Team management who report directly to the CEO or the President STIP Short-Term Incentive Plan

Cautionary Note on Forward-Looking Statements: This Proxy Statement contains “forward-looking” statements regarding GM’s current expectations within the meaning of the applicable securities laws and regulations. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, the risks detailed in GM’s filings with the Securities and Exchange Commission, including the “Risk Factors” section of GM’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (“2020 Form 10-K”). We assume no obligation to update any of these forward-looking statements. iv 2021 PROXY STATEMENT Table of Contents

SHAREHOLDER VOTING MATTERS 1 INDEX OF FREQUENTLY BOARD OF DIRECTORS 2 ACCESSED INFORMATION Snapshot of Your Board Nominees ...... 2 Skills, Qualifications, and Experience ...... 4 Auditor Fees ...... 40 Director Biographies ...... 5 Beneficial Ownership Table ...... 36 NON-EMPLOYEE DIRECTOR Board and Committee Evaluations ... 26 COMPENSATION 11 Board Succession Planning ...... 17 CEO Pay Ratio ...... 83 CORPORATE GOVERNANCE 15 CEO Succession Planning ...... 26 The Board of Directors ...... 15 Clawback Policies ...... 66 Board Leadership Structure and Composition ...... 16 Code of Business Conduct and Board Committees ...... 18 Ethics ...... 25 Board and Committee Oversight of Risk ...... 22 The Board’s Governance Policies and Practices ...... 25 Compensation Decisions for our Shareholder Engagement ...... 27 NEOs ...... 54 Corporate Political Contributions and Lobbying Compensation Peer Group ...... 47 Expenditures ...... 29 Corporate Governance Guidelines .... 26 Shareholder Protections and Governance Best Cybersecurity and Privacy Risk Practices ...... 30 Oversight ...... 24 Certain Relationships and Related Party Transactions ...... 31 Director Biographies ...... 5 Director Compensation ...... 11 OUR VALUES AND HOW WE BEHAVE 32 Director Independence ...... 15 OUR PEOPLE, OUR COMMUNITIES, AND Director Skills Matrix ...... 4 OUR ENVIRONMENT 33 Diversity, Equity, and Inclusion ...... 33 Executive Perquisites ...... 49 SECURITY OWNERSHIP INFORMATION 36 Financial Performance ...... 42 AUDIT COMMITTEE REPORT 38 Human Capital Management ...... 33 Independent Lead Director Duties .... 16 EXECUTIVE COMPENSATION 41 Lobbying Disclosure ...... 29 Compensation Overview ...... 42 Pay-for-Performance ...... 54 Compensation Principles ...... 49 Related Party Transactions ...... 31 Compensation Elements ...... 49 Risk Oversight ...... 22 Performance Measures ...... 51 Shareholder Engagement ...... 27, 44 Performance Results and Compensation Decisions .... 54 Stock Ownership Requirements ...... 11, 65 Compensation Policies and Governance Practices ..... 65 Compensation Committee Report ...... 68 Executive Compensation Tables ...... 69 CEO Pay Ratio ...... 83 Equity Compensation Plan Information ...... 84 BOARD PROPOSALS Item No. 1 – Election of Directors ...... 85 Item No. 2 – Advisory Approval of Named Executive Officer Compensation ...... 86 Item No. 3 – Ratification of the Selection of the Independent Registered Public Accounting Firm for 2021 ...... 87 SHAREHOLDER PROPOSALS Item No. 4 – Shareholder Written Consent ...... 88 Item No. 5 – Report on Greenhouse Gas Emissions Targets as a Performance Element of Executive Compensation ...... 90 GENERAL INFORMATION ABOUT THE ANNUAL MEETING 92 APPENDIX A – Non-GAAP Financial Measures A-1

2021 PROXY STATEMENT v [THIS PAGE INTENTIONALLY LEFT BLANK] SHAREHOLDER VOTING MATTERS

Shareholders will be asked to vote on the following matters at the Annual Meeting of Shareholders:

BOARD VOTE PAGE VOTING MATTER RECOMMENDATION REFERENCE Item 1: Election of Directors FOR 85 each director nominee Item 2: Advisory Approval of Named Executive Officer FOR 86 Compensation Item 3: Ratification of the Selection of the Independent FOR 87 Registered Public Accounting Firm for 2021 Item 4: Shareholder Proposal Regarding Shareholder AGAINST 88 Written Consent Item 5: Shareholder Proposal Regarding a Report on Greenhouse Gas Emissions Targets as a AGAINST 90 Performance Element of Executive Compensation

2021 PROXY STATEMENT 1 Chair Chair Chair Chair Chair Chair Governance None Finance Risk and Cybersecurity Executive Executive Compensation Finance Governance – Audit – Executive Finance Risk and Cybersecurity Executive Executive Compensation – None Risk and Cybersecurity Audit Executive Compensation Finance Audit Executive Risk and Cybersecurity – Executive Executive Compensation Finance – Risk and Cybersecurity Audit Finance Governance Since Independent Committee Memberships Director 61 2015 51 2021 70 2009 62 2016 62 2018 68 2009 68 2011 68 2015 64 2021 59 2014 Executive – 60 2019 54 2018 PROXY STATEMENT PROXY 2021 Devin N. Wenig Retired President & Chief Executive Officer eBay Inc. Margaret C. Whitman Retired President & Chief Executive Officer Hewlett Packard Enterprise Mark A. Tatum Deputy Chief Commissioner & Chief Operating Officer National Basketball Association Thomas M. Schoewe Retired Executive Vice President & Chief Financial Officer Wal-Mart Stores, Inc. Carol M. Stephenson Retired Dean Ivey Business School, The University of Western Ontario Chief Executive Officer & Vice Chairman Kissinger Associates, Inc. Patricia F. Russo Chairman Hewlett Packard Enterprise Company Jane L. Mendillo Retired President & Chief Executive Officer Harvard Management Company Judith A. Miscik Retired Executive Vice President, Information Systems & Global Solutions Corporation Joseph Jimenez Retired Chief Executive Officer Novartis AG Wesley G. Bush Retired Chairman & Chief Executive Officer Northrop Corporation Linda R. Gooden Mary T. Barra Chairman & Chief Executive Officer General Motors Company Name & Principal Occupation Age Snapshot of Our Board Nominees BOARD OF DIRECTORS

BOARD OF

DIRECTORS 2 BOARD DIVERSITY Although GM does not have a formal policy governing diversity among directors, our Board strives to identify candidates with diverse backgrounds. Our Board recognizes the value of overall diversity and

considers members’ and candidates’ opinions, perspectives, personal and professional experiences, and BOARD OF DIRECTORS backgrounds, including gender, race, ethnicity, and country of origin. The judgment and perspectives offered by a diverse board of directors improves the quality of decision-making and enhances the Company’s business performance. Such diversity can help the Board respond more effectively to the needs of customers, shareholders, employees, suppliers, and other stakeholders.

2021 Board Nominee Statistics

GENDER RACE AND ETHNICITY RANGE OF TENURE

>10 Yrs 0-5 Yrs

2 3

% 5 % 58 25 5.5 6 7 Women Diverse Average Years 9 4

Women Men >5-10 Yrs Diverse

BOARD COMMITTEES SIGNIFICANT BOARD CHAIRED BY WOMEN REFRESHMENT AGE DISTRIBUTION 67% 662 of Committees NEW DIRECTORS Average Age of Chaired by Women Over Past 5 Years Director Nominees 4 out of 6 Range: 51 – 70

2021 PROXY STATEMENT 3 Risk Management Global Finance Government Marketing Diversity Cyber PROXY STATEMENT PROXY 2021 ‹‹ ‹ ‹ ‹ ‹‹‹‹‹‹‹‹‹‹ ‹‹‹‹‹‹‹‹‹ ‹‹ ‹‹‹‹‹ ‹ ‹‹‹‹‹ ‹‹‹‹‹‹ ‹‹‹‹‹‹‹‹ ‹‹‹‹‹‹‹‹ ‹‹‹‹‹‹‹‹ ‹‹‹‹‹ ‹‹‹‹‹‹ ‹‹‹‹‹‹‹‹‹‹ Senior Leadership Industry Manufacturing Technology Director M. Barra W. Bush L. Gooden J. Jimenez J. Mendillo J. Miscik P. Russo T. Schoewe C. Stephenson M. Tatum D. Wenig M. Whitman Further information on each nominee’s qualificationspages. and relevant We experience believe is provided eachparticularly on beneficial the of to following GM. your Board’s nominees is highly qualified with unique experiences that are Skills, Qualifications, and Experience Your Board nominees offer a diverse range of skills and experience in relevant areas.

BOARD OF

DIRECTORS 4 Director Biographies Set forth below is a short biography of each director nominee. BOARD OF DIRECTORS

Mary T. Barra, Age 59 Wesley G. Bush, Age 60 Chairman & Chief Executive Officer, Retired Chairman & Chief Executive Officer, General Motors Company Northrop Grumman Corporation

Committees: Executive (Chair) Committees: Audit, Executive Compensation, Finance Current Public Company Directorships: The Walt Disney Company Current Public Company Directorships: Dow Inc. and Cisco Systems Inc. Prior Public Company Directorships: General Dynamics Corporation (2011 to 2017) Prior Public Company Directorships: Norfolk Southern Corporation and Northrop Grumman Prior Experience: Ms. Barra has served as Chairman Corporation (“Northrop Grumman”) of GM’s Board of Directors since January 2016 and CEO of GM since January 2014. Prior to that time, Prior Experience: Mr. Bush served as Chairman of she served as Executive Vice President, Global the Board of Directors of Northrop Grumman from Product Development, Purchasing and Supply 2011 to 2019. He also served as the CEO of Chain from 2013 to 2014; Senior Vice President, Northrop Grumman from 2010 to 2018. Prior to Global Product Development from 2011 to 2013; that, Mr. Bush served in numerous leadership roles Vice President, Global Human Resources from at Northrop Grumman, including President and 2009 to 2011; and Vice President, Global Chief Operating Officer, Chief Financial Officer, and Manufacturing Engineering from 2008 to 2009. President of the company’s Space Technology Ms. Barra began her career at GM in 1980. sector. He also served in a variety of leadership positions at TRW, Inc., before it was acquired by Reasons for Nomination: Ms. Barra has in-depth Northrop Grumman in 2002. knowledge of the Company and the global ; extensive senior leadership, Reasons for Nomination: Mr. Bush has valuable strategic planning, operational, and business experience in a manufacturing enterprise known experience; and a strong engineering background for its advanced engineering and technology; with experience in global product development. strong financial acumen; and knowledge of key governance issues, including risk management.

2021 PROXY STATEMENT 5 The : Colgate- : Mr. Jimenez has extensive Novartis AG Mr. Jimenez served as CEO of Executive, Executive Compensation, Retired Chief Executive Officer, Palmolive Company (2010 to 2015) Prior Experience: Novartis AGretirement (“Novartis”) fromPharmaceuticals in 2010 Division from2010 until October and 2018. his 2007 itsFrom to Consumer Health 2006 He DivisionAdvisor to in to 2007. 2007,Executive the led Mr. Vice Blackstone President, JimenezHeinz Group President, Novartis’ served and L.P. CEO EuropePresident as He of and was CEO from ofAmerica from H.J. 1999 to Heinz 2002. 2002 Company North Reasons to for Nomination: senior 2006; leadershipproducts and experience instrategic industry, planning, the and finance. consumer international operations, Committees: Finance (Chair), Risk and Cybersecurity Current PublicProcter & Gamble Co. CompanyPrior Directorships Public Company Directorships PROXY STATEMENT PROXY 2021 The Home WGL Holdings, Ms. Gooden has extensive Ms. Gooden served as Executive Audit, Executive, Risk and Linda R. Gooden, Age 68 Joseph Jimenez, Age 61 Lockheed Martin Corporation Retired Executive Vice President, Information Systems & Global Solutions, Committees: Cybersecurity (Chair) Current Public Company Directorships: Depot, Inc. Prior Public Company Directorships: Inc., and Washingtonsubsidiary of WGL Gas Holdings, Inc. & LightPrior Experience: Company, a Vice President, InformationSolutions Systems and of(“Lockheed Global Martin”) from 2007 Lockheedserved to 2013. as She MartinVice also Lockheed Martin’s President, Corporation Services Deputy from Executive October Information toits December President, 2006, Information and and Technology from as December 1997 2006. to Technology Reasons for Nomination: expertise intechnology, operational and strategic planning, and cybersecuritygovernment relations. and information

BOARD OF

DIRECTORS 6 BOARD OF DIRECTORS

Jane L. Mendillo, Age 62 Judith A. Miscik, Age 62 Retired President & Chief Executive Officer, Chief Executive Officer & Vice Chairman, Harvard Management Company Kissinger Associates, Inc.

Committees: Audit, Finance, Governance Committees: Finance, Risk and Cybersecurity Current Public Company Directorships: Lazard Ltd. Current Public Company Directorships: Morgan Stanley and HP, Inc. Prior Public Company Directorships: None Prior Public Company Directorships: EMC Prior Experience: Ms. Mendillo was President and Corporation (2012 to 2016) and Pivotal Software, CEO of the Harvard Management Company Inc. (2014 to 2016) (“HMC”) from 2008 to 2014. From 2002 to 2008, she was Chief Investment Officer of Wellesley Prior Experience: In 2017, Ms. Miscik was appointed College. Before that, she spent 15 years at HMC in as CEO and Vice Chairman of Kissinger Associates, a wide range of investment management positions, Inc. (“Kissinger Associates”). Prior to that time, she including investments in public and private served as Co-Chief Executive Officer and Vice markets, both domestic and international. She Chairman of Kissinger Associates from 2015 to previously chaired the Partners Healthcare 2017 and as President and Vice Chairman of System’s investment committee, served as a Kissinger Associates from 2009 to 2015. Prior to member of Yale University’s and the Rockefeller joining Kissinger Associates, Ms. Miscik was the Foundation’s investment committees and as a Global Head of Sovereign Risk at Lehman Brothers director and investment committee member of the from 2005 to 2008; and from 2002 to 2005, she Mellon Foundation and the Boston Foundation. She served as Deputy Director for Intelligence at the is currently an advisor and trustee of the Old U.S. Central Intelligence Agency, where she worked Mountain Private Trust Company. from 1983 to 2005.

Reasons for Nomination: Ms. Mendillo has Reasons for Nomination: Ms. Miscik has a unique experience in risk and crisis management, as well and extensive background in intelligence, security, as valuable insight into GM’s capital allocation and risk analysis, bringing valuable experience in framework, financial policies, and business assessing and mitigating geopolitical and strategies. macroeconomic risks in both the public and the private sectors.

2021 PROXY STATEMENT 7 KKR PulteGroup, Inc. Mr. Schoewe has extensive Mr. Schoewe served as Executive Wal-Mart Stores, Inc. Chief Financial Officer, Audit (Chair), Executive, Finance, Risk Retired Executive Vice President & Committees: and Cybersecurity Current PublicManagement LLC and Northrop Grumman CompanyPrior Directorships: Public Company Directorship: (2009 to 2012) Prior Experience: Vice President and(“Wal-Mart”) CFO from of 2000 Wal-MartWal-Mart, to Stores, 2011. he Inc. Prior heldDecker to several Corporation joining (“Black roles &Senior at Vice Decker”), President the including and CFOVice Black from President 1996 & and to 1999, CFOPresident of from Finance 1993 fromPresident to 1989 of 1999, to Business Vice 1993, Planning and1986 and Vice Analysis to from Mr. 1989. Before Schoewewhere joining worked he Black was forsubsidiaries, Beatrice & CFO Consumer Durables Beatrice and Inc. Decker, Controller Companies ofReasons for one Nomination: offinancial its experience acquired through positions held as the CFOexpertise of large publicmanagement, in companies, and mergers as and acquisitions. well Hegained Sarbanes-Oxley also as significant international experiencehis through controls, servicecompanies with risk substantial as international operations and an executiveinformation large-scale technology implementations. of large transformational public enterprise PROXY STATEMENT PROXY Hewlett Hewlett- 2021 Ms. Russo has extensive Chairman, Ms. Russo served as Lead Executive, Executive Compensation, Patricia F. Russo, Age 68 Thomas M. Schoewe, Age 68 Hewlett Packard Enterprise Company Packard Company (20112014 to to 2015) 2015) and Alcoa, (Lead Inc. (2016) Director Prior Experience: Director of the Hewlett-Packard Company BoardDirectors of from 2014 to 2015.Lead She was Director Independent of theMarch GM 2010 Board ofIndependent to Directors from January LeadMr. 2014 Solso’s retirement. and Director SheAlcatel-Lucent will also served be as again, CEO S.A.Chairman the of and following CEO from(“Lucent”) of from 2003 Lucent to 2006 Technologies,CEO 2006; of and Inc., Lucent from President 2002 and to to 2006. Reasons 2008; for Nomination: Packard EnterpriseManagement LLC, Company and Merck & (Chairman), Co. Inc. KKR Prior Public Company Directorships: senior leadership experience in corporate strategy, finance, salesleadership and development, marketing,managing as business-critical technology, technology disruptions. well and as experience Finance, Governance (Chair) Current Public Company Directorships: Committees:

BOARD OF

DIRECTORS 8 BOARD OF DIRECTORS

Carol M. Stephenson, O.C., Age 70 Mark A. Tatum, Age 51 Retired Dean, Deputy Commissioner & Chief Operating Officer, Ivey Business School, National Basketball Association University of Western Ontario

Committees: Executive, Executive Compensation Committees: None (Chair), Governance Current Public Company Directorships: None Current Public Company Directorships: Intact Prior Public Company Directorships: None Financial Corporation (formerly ING ) and Maple Leaf Foods Inc. Prior Experience: Mr. Tatum joined the National Basketball Association (“NBA”) in 1999 and was Prior Public Company Directorships: Ballard Power appointed NBA Deputy Commissioner and Chief Systems, Inc. (2012 to 2017) and Manitoba Operating Officer on February 1, 2014. Prior to Telecom Services (2008 to 2016) that, he served in numerous leadership roles at the Prior Experience: Ms. Stephenson served as Dean NBA, including Executive Vice President of Global of the Ivey Business School at the University of Marketing Partnerships, Senior Vice President and Western Ontario from 2003 until her retirement in Vice President of Business Development, Senior 2013. Prior to joining the Ivey Business School, she Director and Group Manager of Marketing was President and CEO of Lucent Technologies Properties, and Director of Marketing Partnerships. Canada from 1999 to 2003 and a member of the Reasons for Nomination: Mr. Tatum has extensive Advisory Board of General Motors of Canada, senior leadership experience in marketing and Limited, a GM subsidiary, from 2005 to 2009. sales strategy, managing media relationships, and Ms. Stephenson is an officer of the Order of global business operations – with a particular Canada. expertise in . Reasons for Nomination: Ms. Stephenson has expertise in marketing, operations, strategic planning, technology development, financial management, executive compensation, and North American trade issues.

2021 PROXY STATEMENT 9 The Procter Dropbox, Inc. Ms. Whitman has From April 2020 to October None Hewlett Packard Enterprise Retired President & Chief Executive Officer, Committees: Current Public Company Directorships: & Gamble Co. Prior Public Company Directorships: (2017 to(“HPE”) (2015 to 2020), 2018), and HP, Inc. Hewlett (2015 toPrior 2017) Packard Experience: 2020, Enterprise Ms. WhitmanPrior served to as that, she theHPE served CEO as from President 2015 of and to Quibi. CEOMs. June for Whitman 2017. served From as 2014Officer, to President, 2015, Chief Executive Company and (nowparent known Chairman of as HPE, and2011 of HP as to its 2015. Inc.), President She and alsoCEO Hewlett-Packard the served CEO as of from the former President eBay, and numerous Inc., other from leadership 1998Florists roles Transworld to Delivery at (FTD), 2008 Stride Hasbro,the Rite, and Walt and Inc., Disney held Co. Reasons forextensive Nomination: technology, senior globalproducts. leadership operations, and experience consumer- in PROXY STATEMENT PROXY 2021 eBay Inc. None Mr. Wenig has extensive eBay Inc. Mr. Wenig served as President Risk and Cybersecurity Devin N. Wenig, Age 54 Margaret C. Whitman, Age 64 Retired President & Chief Executive Officer, Prior Public Company Directorships: Committees: Current Public Company Directorships: (“eBay”) (2015 to 2019) Prior Experience: and CEO of eBayDirectors and from as July a 2015 memberthat to of August its 2019. Board time, of PriorMarketplaces to he business served fromPrior 2011 as to toThomson joining President July Reuters eBay, of 2015. Corporation’sThomson Mr. eBay’s largest Reuters Wenig division, Markets,Chief was from Operating CEO 2008(“Reuters”) Officer from of to 2006 of 2011; toReuters’ business 2008; Reuters divisions and from 2003 President to Group 2006. of plc Reasons for Nomination: senior leadership experience inoperations, technology, and strategic global planning.

BOARD OF

DIRECTORS 10 NON-EMPLOYEE DIRECTOR COMPENSATION

Our non-employee directors receive cash their Board service. Compensation for our compensation as well as equity compensation in non-employee directors is set by the Board at the the form of GM Deferred Share Units (“DSUs”) for recommendation of the Governance Committee.

Guiding Principles • Fairly compensate directors for their responsibilities and time commitments. • Attract and retain highly qualified directors by offering a compensation program consistent NON-EMPLOYEE with those at companies of similar size, scope, and complexity. DIRECTOR COMPENSATION • Align the interests of directors with our shareholders by providing a significant portion of compensation in equity and requiring directors to continue to own our common stock (or common stock equivalents) until retirement. • Provide compensation that is simple and transparent to shareholders.

ᮣ Annual Review Process The Governance Committee annually assesses the In March 2020, the Board and the Governance form and amount of non-employee director Committee, in response to the COVID-19 compensation and recommends changes, if pandemic, approved a 20% temporary reduction appropriate, to the Board. As part of its annual in the board retainer, effective April 1, 2020, until review, the Governance Committee conducts the restoration of employee base salaries, which extensive benchmarking by reviewing director occurred on September 1, 2020. In December compensation data for the executive 2020, the Governance Committee conducted compensation peer group described in “Executive another review of GM’s director compensation and Compensation—Compensation Overview—Peer recommended the Board maintain the reinstated Group for Compensation Comparisons” on structure and level of compensation and stock page 47 of this Proxy Statement. ownership requirements for 2021, absent the temporary reductions. Director compensation is set forth on pages 13 to 14 of this Proxy Statement.

Director Stock Ownership and Holding Requirements

• Each non-employee director is required to own our common stock or DSUs with a market value of at least $500,000. • Each director has up to five years from the date he or she is first elected to the Board to meet this ownership requirement. • Non-employee directors are prohibited from selling any GM securities or derivatives of GM securities, such as DSUs, while they are members of the Board. • Ownership guidelines are reviewed each year to confirm they continue to be effective in aligning the interests of the Board and our shareholders. • All of our directors are in compliance with our stock retention requirements.

2021 PROXY STATEMENT 11 2021 Structure DSUs Granted 2020 COVID-19 Response = 2020 Structure any) forIndependent Lead serving Director intoThe as additional fees DSUs. a forBoard a Committee director or whoduring Chair the joins assumes year or are or of prorated leaves service. additional for the his or responsibilities her period preceding payment. Directorslump sum will or be inyears, annual paid based installments on in for their upgranted a deferral to are elections. five rounded All up to DSUs Any the nearest portion whole of unit. theDSUs retainer may that also is earnare deferred credited dividend at into equivalents, the which each end director’s of account each inDSUs. calendar DSUs the granted year are form determined to of as follows: additional thisresponsibilities, role, attendingmeetings all which and attending Boardthe additional Company’s includes, Committee meetings seniorCEO. with management, For additional including information among the aboutresponsibilities the roles of and our other see Independent Lead “Corporate Director, Independent Lead Director” Governance—The on page 16Statement. of Role this Proxy of the price of our Average daily calendar year PROXY STATEMENT PROXY closing market common stock for the applicable 2021 ÷ tional responsibilities Amount of the Director compensation required or elected Compensation Plan to be deferred each calendar year under Board RetainerIndependent Lead Director FeeAudit Committee Chair FeeAll Other Committee Chair Fees (excludingExecutive the Committee) $ 100,000 $ 100,000 $ 30,000 $305,000 $ 100,000 $ 30,000 $244,000 $ 20,000 $ $305,000 30,000 $ 20,000 $ 20,000 Compensation Element Non-employee directors are requiredleast to 50% defer at ofDSUs their under annualDeferred Board Compensation the retainer PlanDirectors for into General (the Non-Employee Directors “Director Motors may Compensation elect Company remaining to Plan”). Board defer retainer all or or amounts half payable (if of their How Deferred Share Units Work Each DSU iscommon equal stock in and value isdoes fully to vested not one upon share grant haveavailable but of voting for GM rights. dispositionleaves DSUs until the after will Board.director the not will After director receive be leaving abased cash the payment on or Board, the payments account the number of valued DSUsmarket at in the the price director’s average for daily the closing quarter immediately associated withMr. these Solso’sDirector positions. compensation reflects the additional as time In commitment for Independent particular, Lead Thenon-employee 2020 directors are describedbelow. We in and do not the pay table anyfees. other The retainers Independent 2021 or Lead meeting Director andChairs Committee receive additional compensation compensationincreased due workload to for and the addi Annual Compensation

NON-EMPLOYEE

DIRECTOR COMPENSATION 12 Other Compensation We provide certain additional benefits to non-employee directors.

Type Purpose ᮣ Company Vehicles We provide directors with the use of Company vehicles to provide feedback on our products as well as enhance the public image of our vehicles. Retired directors also receive the use of a Company vehicle for a period of time. Participants are charged with imputed income based on the lease value of the vehicles and are responsible for associated taxes.

ᮣ Personal Accident We provide personal accident insurance coverage in the event of accidental NON-EMPLOYEE

Insurance(1) death or dismemberment. Directors are responsible for associated taxes on DIRECTOR COMPENSATION the imputed income from the coverage.

(1) Ms. Barra, our sole employee director, does not receive additional compensation for her Board service other than the personal accident insurance benefit described above, the value of which is reported for Ms. Barra in the Summary Compensation Table on page 69 of this Proxy Statement.

Non-employee directors are not eligible to participate in any of the savings or retirement programs for our employees. Other than as described in this section, there are no separate benefit plans for directors.

2020 Non-Employee Director Compensation Table This table shows the compensation that each non-employee director received for his or her 2020 Board and Committee service.

Fees Earned or All Other Paid in Cash(1) Stock Awards(2) Compensation(3) Total Director ($) ($) ($) ($) Wesley G. Bush $ 139,792 $191,003 $ 12,261 $343,056 Linda R. Gooden $ 159,792 $191,003 $22,990 $ 373,785 Joseph Jimenez $ 159,792 $191,003 $ 31,844 $382,639 Jane L. Mendillo $ 139,792 $191,003 $ 11,490 $342,285 Judith A. Miscik $ 139,792 $191,003 $30,865 $ 361,660 Patricia F. Russo $ 159,792 $191,003 $25,073 $ 375,868 Thomas M. Schoewe $ 169,792 $191,003 $43,657 $404,452 Theodore M. Solso $239,792 $191,003 $36,573 $ 467,368 Carol M. Stephenson $ 159,792 $191,003 $ 16,186 $ 363,798 Devin N. Wenig $ 169,792 $191,003 $ 10,261 $ 371,056

(1) As described above, a Director may elect to defer all or a portion of his or her annual cash retainer into a DSU. This column reflects director compensation eligible to be paid in cash, which consists of 50% of the annual Board retainer and any applicable fees for Committee Chairs, the Independent Lead Director, and in the case of Mr. Wenig, for service on the Cruise LLC Board of Directors. As described above, due to the COVID-19 pandemic, the Board retainer was reduced for a portion of 2020. Each of the following directors elected to receive DSUs in lieu of such amounts eligible to be paid in cash in the following amounts: Mr. Bush — $139,792; Mr. Jimenez — $159,792; Ms. Mendillo — $139,792; Ms. Russo — $89,896; Mr. Solso — $239,792; Ms. Stephenson — $79,896; and Mr. Wenig — $169,792.

2021 PROXY STATEMENT 13 (b) Total Other (a) Vehicle Program Company PROXY STATEMENT PROXY 2021 (b) Total Director Other (a) Vehicle Program Company directors. We include the annual leaseperquisite value than because the it Company’s is incremental more costs, reflectivemanufactures which of and are the ordinarily generally value disposes significantly of of lower the Company becauseany. Company vehicles the Taxes vehicle for Company related a to profit, imputed resulting income in are minimal the incremental responsibility costs, of if each director. prorated, as applicable, for the period of service). (a) The Company vehicle program includes the estimated annual lease value of the Company vehicles driven by (b) Reflects the cost of premiums for providing personal accident insurance (annual premium cost of $240 is directors voluntarily elected toDSUs receive granted as by DSUs. the GrantDSUs closing date also price receive fair of dividend value GMcommon equivalents, common is stock which on stock calculated the are on by date reinvested December the multiplying in dividends 31, the are additional 2020, paid. number DSUs which of based was on $41.64. the TheCompensation market column. holders price of of the Mr. BushMs. GoodenMr. Jimenez $ $22,750 12,021Ms. Mendillo $ 31,604Ms. Miscik $240 $240 $ $ $22,990 11,250 12,261 $240 $ 31,844 $30,625 $240 Mr. Schoewe Ms. Russo $ 11,490 Mr. Solso $240 $ $30,865 43,417 Ms. Stephenson $24,833 $ $240 12,763 Mr. Wenig $36,333 $43,657 $240 $25,073 $240 $240 $ 13,003 $36,573 $ 10,021 $240 $ 10,261 Director (2) Reflects aggregate grant date fair value of DSUs granted in 2020, which does not(3) include any The cash following fees table that provides more information on the type and amount of benefits included in the All Other

NON-EMPLOYEE

DIRECTOR COMPENSATION 14 CORPORATE GOVERNANCE The Board of Directors GM is governed by a Board of Directors and management’s proper safeguarding of the assets Committees of the Board that meet throughout of the Company, maintenance of appropriate the year. The Board is elected by shareholders to financial and other internal controls, compliance oversee and provide guidance on the Company’s with applicable laws and regulations, and proper business and affairs. It is the ultimate decision- governance. The Board is committed to sound making body of the Company except for those corporate governance policies and practices that matters reserved for shareholders by law or are designed and routinely assessed to enable the pursuant to the Company’s governance Company to operate its business responsibly, with instruments. Among other things, the Board integrity, and to position GM to compete more oversees Company strategy and execution of the effectively, sustain its success, and build long- strategic plan. In addition, it oversees term shareholder value. ᮣ CORPORATE

Board Size GOVERNANCE The Board sets the number of directors from time Board. If all of the Board’s nominees are elected, to time by a resolution adopted by a majority of the Board will be composed of 12 members the Board. The Governance Committee reassesses immediately following the Annual Meeting the suitability of the Board’s size at least annually. because Mr. Solso will not stand for re-election. If The Board has the flexibility to increase or any nominee is unable to serve as a director or if decrease the size of the Board as circumstances any director leaves the Board between annual warrant, although the Company’s Certificate of meetings, the Board, by resolution, may reduce Incorporation limits the total number of directors the number of directors or elect an individual to to 17. There are currently 13 members of the fill the resulting vacancy.

ᮣ Director Independence GM’s Bylaws and Corporate Governance Guidelines years, has sold fleet vehicles to and purchased define our standards for director independence and products and services from companies at which reflect applicable NYSE and SEC requirements. At some of our directors serve as non-employee least two-thirds of our directors are and must be directors or executives. The Board determined independent under these standards. In addition, all that these transactions were not material to GM or members of the Audit Committee and the the other companies involved and that none of our Executive Compensation Committee must meet directors had a material interest in the heightened independence standards under transactions with these companies. In each case, applicable NYSE and SEC rules. these transactions were in the ordinary course of business for GM and the other companies involved The Governance Committee annually assesses the and were on terms and conditions available to independence of each director and makes similarly situated customers and suppliers. recommendations to the Board. For a director to be Therefore, the Board determined they did not “independent,” the Board must determine that the impair such directors’ independence. director has no material relationship with the Company other than his or her service as a director. Consistent with these standards, the Board has reviewed all relationships between the Company In recommending to the Board that it determine and each director and considered all relevant each director is independent, the Governance quantitative and qualitative criteria. The Board Committee considered whether there were any has affirmatively determined that all directors other facts or circumstances that might impair a were independent during 2020 and all current director’s independence. The Governance members are independent, except Ms. Barra, who Committee also considered that GM, in the serves as CEO. ordinary course of business, during the last three

2021 PROXY STATEMENT 15 Advising on thetimeliness scope, of quality, the quantity, flowmanagement and of and the information Board; between Serving as a liaison between non-management directors and the Chairman when requesteddo to so (although all non-managementhave directors directChairman and at completenecessary or appropriate); any access to timeInterviewing, the that alongGovernance with they thecandidates deem Chair and Committee, making ofthe Governance recommendations Committee the and to the Board; allBeing available to advise the BoardChairs director Committee in fulfillingresponsibilities their to the designated Board; roles and and Engaging, whenshareholders. requested to do so, with Since then, each year the BoardMs. has Barra voted to as elect believes Chairman that of Ms. theGM’s Board. Barra’s The in-depth business Board knowledge andfocused of leadership vision to forcombining the the the Board and, future roleelecting therefore, bring of a Chairmanresults strong in and the CEO Independent optimalfor Board GM and at Lead leadership this time. structure Director Mr. SolsoMs. will Russo not willLead succeed Director stand upon him his retirement. for as the re-election, Independent and • • • • • PROXY STATEMENT PROXY 2021 The Role of the Independent Lead Director Approving Board meeting agendassufficient time to for discussion ensure of all items; Leading non-managementannual directors evaluation of incommunicating the the the CEO’s results performance, ofto that the evaluation CEO,planning; and overseeing CEO succession Callingnon-management directors, relaying feedback from executive theseimplementing sessions tonon-management the decisions directors; sessions Chairman, and made by for the Providing Board leadershiparise if in circumstances potentially which has, theconflict or Chairman of interest; is actually perceived has, to have a Presiding over allChairman Board is meetings not whensessions present, the including of executive non-managementadvising the directors, Chairman of any and actions taken; • • • • • ᮣ The role of the Independentassist Lead the Director other is independent tothe directors provide Board. to strong, Below independent oversee is leadership a and summary to shape of the the the Board key partnership and duties and between responsibilities management of and GM’s Independent Lead Director. Board Leadership Structure and Composition The Board has thepositions flexibility to of decidecombined when Chairman the orexecutive and or separated an CEOChairman. and independent This director should whether allows shouldleadership structure the be be that a it Board believes will tothe best GM interests serve choose of our the shareholderstime. at In any particular January 2016,positions the Board recombined of the leadership of Chairman Ms. Barraas and and Independent designated Lead Mr. Director. CEO Solso Mr. Prior to Solso under that served time, chairman. the as the Board’s non-executive

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GOVERNANCE 16 ᮣ Board Membership Criteria, Refreshment, and Succession Planning The selection of qualified directors is fundamental Governance Guidelines include the general policy to the Board’s successful oversight of GM’s that non-employee directors will not stand for strategy and enterprise risks. We seek directors election after reaching age 72. who bring diverse viewpoints and perspectives, Last summer, the Governance Committee possess a variety of skills, professional accelerated its Board succession plan by experiences, and backgrounds, and effectively developing a five-year roadmap that will serve the represent the long-term interests of shareholders. Company and its shareholders in preparation for The priorities for recruiting new directors are the departure of Mr. Solso, who will not be continually evolving based on the Company’s standing for re-election at the Annual Meeting, strategic needs. It is important that the Board and other current director’s approaching the remains a strategic asset capable of overseeing Company’s retirement age. The Governance and helping management address the risks, Committee believes its succession plan will help it trends, and opportunities that GM will face in the replace departing skills, but also identify the new future. skills sets required as the Company’s strategy CORPORATE In evaluating potential director candidates, the evolves. As a result of this work, in March, the GOVERNANCE Governance Committee considers, among other Governance Committee nominated, and the Board factors, the criteria on page 4 of this Proxy elected, Mr. Tatum and Ms. Whitman to serve on Statement in the skills and qualifications matrix our Board. The Governance Committee made for current directors and any additional these nominations by employing the process characteristics that it believes one or more described below and taking into account, among directors should possess based on an assessment other factors, shareholders’ interest in board of the needs of the Board at that time. In every refreshment, enhancing the Board’s diversity, case, director candidates must be able to adding directors with experience in technology contribute significantly to the Board’s discussion and customer experience, and replacing other and decision-making on the broad array of skills lost by the departure of Mr. Solso. The Board complex issues facing GM. The Governance believes the new directors will help ensure a Committee also engages a reputable, qualified smooth transition over the next several years and search firm that uses our skills matrix to inform bolster its expertise as GM continues to execute the search and help identify and evaluate its EV and growth strategy. potential candidates. In addition, GM’s Corporate

Director Recruitment Process

SOURCE CANDIDATE IN-DEPTH REVIEW POOL FROM BY THE COMMITTEE RECOMMEND Consider skills matrix SELECTED Independent REVIEW Screen qualifications CANDIDATE SELECT search firms BY FULL FOR DIRECTOR(S) Directors Consider diversity, including BOARD diverse viewpoints APPOINTMENT Management TO OUR BOARD Review independence Shareholders and potential conflicts

2021 PROXY STATEMENT 17 . . COVID-19 pandemic and otherincluding strategic initiatives, progress updatesacceleration on plans. the Company’s EV Directors are encouragedMeeting to attend ofconjunction our Annual with Shareholders,meeting. a All which directors regularly then2020 in Annual is Meeting. scheduled office attended Board held the in planning; strategy;Board key agendas enterprise anddirectors; risks; corporate the governance future matters; flowother and any of matters informationraised of during to a meeting importance orthe otherwise to independent presented directors. by the Company The non-management directors of the Board,whom all of are independent, metsix times in in 2020. executive session Chairman, Ms.meetings Barra, totopics serve attends requiring as all theBoard a has full Committee resource determined Board’sAudit, that and attention. each Compensation, identify member The Finance,Risk of Governance, the and independent according and to NYSEand listing our standards Cybersecurity CorporateCommittee’s Governance Guidelines. Each investor.gm.com/resources Committees charter is is available at communicate its decision toperson the candidate orShareholder the who nominations mustthe Company be made by submitted theof this deadlines to Proxy found Statement. the on page 96 recommendation. [email protected] PROXY STATEMENT PROXY 2021 TO RECOMMEND A DIRECTOR CANDIDATE, WRITE TO: A DIRECTOR CANDIDATE, TO RECOMMEND GM’s Corporate Secretary at General Motors Company, Mail Code 482-C25-A36, 300 Renaissance Mail Code 482-C25-A36, 300 at General Motors Company, GM’s Corporate Secretary 48265 or by e-mail to Center, Detroit, Michigan Access to Outside Advisors Executive Sessions Board and Committee Meetings and Attendance ᮣ The Board and eachand Board retain Committee the canCompany’s select service expense. of outside advisors at the ᮣ Independent directorsmeet have in an executivepresent as session opportunity part without of to eachand management regularly scheduled Committee Board meeting.chaired Executive by sessions our are Independentrespective Committee Lead Chair. Director or the During executiveindependent sessions ofperformance, directors the compensation, Board, may the and review succession CEO ᮣ In 2020, the Boarddirector held 11 meetings, attendance andmeetings average at was Board 99%.re-election and Each attended at directormeetings Committee of least standing the 95% Board for he and or of Committees she on the servedconducted which in total 2020. five Inthroughout addition, special the the year Board informational to receive sessions briefings on the The BoardCommittees: of Audit,Finance, Governance, and Compensation, Directors Risk andThe Cybersecurity. Executive, key hasfocus responsibilities, six areas recenttheir of activities, standing each current and meetings Committee, membership held together in and 2020,to with are the 21 set forth of number onChair this pages of meets 19 Proxy regularly Statement.the with Each year Committee management toagendas, during discuss and Committee facilitate business, shape efficient meetings. The Board Committees Candidate Recommendations The Governance Committee willcandidates consider director recommended byGovernance shareholders. The qualifications Committeerecommended candidate and will usingfor the candidates same proposed criteria experience review by Board members and the of each

CORPORATE

GOVERNANCE 18 AUDIT EXECUTIVE COMPENSATION Members: Thomas M. Members: Carol M. Schoewe (Chair), Wesley G. Stephenson (Chair), Wesley Bush, Linda R. Gooden, and G. Bush, Joseph Jimenez, Jane L. Mendillo and Patricia F. Russo Thomas M. Schoewe Carol M. Stephenson Chair Meetings held in 2020: 7 Chair Meetings held in 2020: 4 Key Responsibilities Key Responsibilities Š Monitors the effectiveness of GM’s financial Š Reviews the Company’s executive compensation reporting processes and systems, as well as policies, practices, and programs; disclosure and internal controls; Š Reviews and approves corporate goals and Š Selects and engages GM’s external auditors and objectives for compensation, evaluates reviews and evaluates the audit process; performance (along with the full Board), and Š Reviews and evaluates the scope and determines compensation levels for the

performance of the internal audit function; Chairman and CEO; CORPORATE GOVERNANCE Š Facilitates ongoing communications about GM’s Š Reviews and approves compensation of NEOs, financial position and affairs between the Board executive officers, and other senior leaders and the external auditors, GM’s financial and under its purview; senior management, and GM’s internal audit Š Reviews compensation policies and practices so staff; that the plans do not encourage unnecessary or Š Reviews GM’s policies and procedures regarding excessive risks; and ethics and compliance; and Š Reviews the Company’s compensation policies Š Oversees the preparation of the Audit and practices that promote diversity and Committee Report and related disclosures for inclusion. the annual Proxy Statement. The Board has determined that all members of the The Board has determined that all members of the Compensation Committee meet heightened Audit Committee meet heightened independence independence and qualification criteria in and qualification criteria and are financially literate accordance with NYSE listing standards and SEC in accordance with the NYSE Corporate rules. The Compensation Committee’s charter Governance Standards and SEC rules, and that permits the Committee to delegate its authority to Mr. Bush, Ms. Gooden, Ms. Mendillo, and members of management and also form and Mr. Schoewe are each qualified as an “audit delegate authority to subcommittees consisting of committee financial expert” as defined by the SEC. one or more members when it deems it appropriate. RECENT ACTIVITIES AND KEY FOCUS AREAS RECENT ACTIVITIES AND KEY FOCUS AREAS Managed the impact of the COVID-19 pandemic on GM’s Took necessary pay actions in response to COVID-19, business, financial statements, and reporting systems, including salary deferral and salary reduction including austerity measures, liquidity actions, and key Monitored, evaluated, and determined appropriate investor disclosure considerations 2020 STIP performance results Reviewed the impacts of the GM International Approved the Amended and Restated GM Policy on restructuring plan, including the wind-down and/or sale of Recoupment of Incentive Compensation, which certain sales, design, engineering, and manufacturing supports the Company’s culture operations in Australia and Thailand Monitored the Internal Audit team’s ability to maintain adequate audit coverage through the COVID-19 pandemic Oversaw the adoption of new audit tools and techniques

2021 PROXY STATEMENT 19 Patricia F. Russo Members: (Chair), Jane L. Mendillo, Theodore M. Solso, and Carol M. Stephenson Meetings held in 2020: 4 GOVERNANCE AND CORPORATE RESPONSIBILITY RECENT ACTIVITIES AND KEY FOCUS AREAS RECENT ACTIVITIES AND KEY FOCUS Initiated a five-year succession plan for the Board and its Initiated a five-year succession plan for roles and Committees that will transition key leadership skills before director retirements and strategy Reviewed the Company’s ESG commitments on a variety of that resulted in enhanced disclosure and social (i.e., environmental (i.e., climate change) aligned the diversity and supply chain) issues and further ESG priorities to the Company’s corporate strategy Approved compensation reductions for non-employee directors to support the Company’s efforts during the COVID-19 pandemic to preserve liquidity Collaborated with management to maintain virtual annual meeting best practices Reviews the Company’sframework, corporate including governance allpolicies significant and procedures; governance Monitors Companyrelated policiessustainability, and and tolobbying political activities; strategies contributionsReviews and the corporateBoard appropriate and recommends director composition nominees; Monitors of responsibility, the the Board and self-evaluation Committees; processRecommends of compensationdirectors the of to the Board; non-employee and Reviews and approves related party transactions and any potential Boardapplicable. conflicts of interest, as Patricia F. Russo Chair Key Responsibilities Š Š Š Š Š Š PROXY STATEMENT PROXY 2021 credit facilities Joseph Jimenez FINANCE Members: (Chair), Wesley G. Bush, Jane L. Mendillo, Judith A. Miscik, Patricia F. Russo, and Thomas M. Schoewe Meetings held in 2020: 5 utilization of our revolving RECENT ACTIVITIES AND KEY FOCUS AREAS RECENT ACTIVITIES AND KEY FOCUS Oversaw the and debt issuance in response to the impact of the and debt issuance in response to the COVID-19 pandemic to protect GM’s liquidity GM, primarily Monitored austerity actions taken by the timing of targeting cost reductions and managing capital expenditures impact of Monitored and managed the financial production disruption throughout the year due to the COVID-19 pandemic Reviews financial policies, strategies, andstructure; capital Reviews thepolicies Company’s andexpenditures, dividend cash proposed actions, stock repurchase capital management programs, issuances of plans, debt orand capital equity credit securities, facility and other borrowings; Reviews any significant financialrisks, exposures including and foreignand exchange, interest commodities rate, derivatives exposures, to hedge those and exposures; and Reviews the useadministration, of theperformance, riskfunding of financing, the and regulatory Company’s pension obligations. liability profile, compliance, investment and Key Responsibilities Š Š Š Š Joseph Jimenez Chair

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GOVERNANCE 20 RISK AND CYBERSECURITY EXECUTIVE Members: Linda R. Gooden Members: Mary T. Barra (Chair), (Chair), Joseph Jimenez, Judith Theodore M. Solso, Linda R. A. Miscik, Thomas M. Schoewe, Gooden, Joseph Jimenez, Patricia and Devin N. Wenig F.Russo,ThomasM.Schoewe, and Carol M. Stephenson Linda R. Gooden Mary T. Barra Chair Meetings held in 2020: 3 Chair Meetings held in 2020: 0 Key Responsibilities The Board has an Executive Committee composed Š Reviews the Company’s key strategic, of the Chairman and CEO, the Independent Lead enterprise, and cybersecurity risks; Director, and the Chairs of all other standing Š Reviews privacy risk, including potential impact Committees. The Executive Committee is chaired to the Company’s employees, customers, and by Ms. Barra, and it can act on certain limited stakeholders; matters for the full Board in intervals between Š Reviews the Company’s risk management meetings of the Board. The Executive Committee CORPORATE framework and management’s implementation meets as necessary, and all actions by the GOVERNANCE of risk policies, procedures, and governance to Executive Committee are reported and ratified at assess their effectiveness; the next succeeding Board meeting. Because the Š Reviews management’s evaluation of strategic Board was able to address all items throughout the and operating risks, including risk year, no Executive Committee meetings were concentrations, mitigating measures, and the needed in 2020. types and levels of risk that are acceptable in the pursuit and protection of shareholder value; and Š Reviews the Company’s risk culture, including the integration of risk management into the Company’s behaviors, decision-making, and processes. RECENT ACTIVITIES AND KEY FOCUS AREAS Received regular updates on the evolving risk landscape and mitigation strategies being executed to aid business resiliency during the ongoing COVID-19 pandemic Reviewed dynamic challenges related to our talent risk and the mitigation strategies being pursued by GM, with a focus on the recruitment and retention of critical skills required to execute our EV strategy Evaluated Board oversight of cybersecurity risks and created a scorecard that will be reviewed by the Committee on an annual basis Reviewed cybersecurity risks present within the mergers, acquisitions, and divestiture process, sharing a case study that highlighted the importance of ensuring cybersecurity during such processes

2021 PROXY STATEMENT 21 Management Board of Directors Board of Board Committees Risk Advisory Council Risk Advisory Senior Leadership Team Senior Leadership and practicesresponsibilities. and TheCommittee also their assists the Board Risk by respectiveoverall monitoring the oversight and effectivenessmanagement framework and of Cybersecurity processes.summary Below of is the a the keythat the risk Company’s Board has oversight delegated responsibilities to the risk Committees. PROXY STATEMENT PROXY 2021 Role of the Board Committees Role of the Board of Directors ᮣ Each of the Board’sto Committees play has in a the criticaloversight overall duties. role execution The Board of delegates thecertain oversight Board’s risks for risk to eachcategories Committee relevant based on toCommittee. the The the risk Chair of subject the RiskCommittee matter and coordinates Cybersecurity with of the Chairs the Committees of the other torelationship support between them risk in managing management the policies The Board of Directorsfor has overall risk responsibility significant oversight risks facing anddischarges the Company. focuses its The riskpart, on Board through oversight the delegation responsibilities,Company’s to most in risk its governance Committees. isa The facilitated through top-downstructure, with the and toneMs. established Barra, at our the bottom-up Chairman top andChief by CEO, communication who is Risk alsomanagement, our specifically Officer, theTeam. Senior and The Leadership Seniorour other Leadership Risk Advisory Team Council, an also members executive-levelwith body utilizes of delegatesfunction, from to eachsignificant enterprise discuss business riskssetting. unit and in They a and are monitor cross-functional management tasked practices the and with integratingtheir championing them functional most or into risk regional business units. Board and Committee Oversight of Risk ᮣ

CORPORATE

GOVERNANCE 22 RISK AND CYBERSECURITY COMMITTEE AUDIT COMMITTEE

Oversees risks related to the Company’s Oversees risks related to financial reporting, key strategic, enterprise, and internal controls, and auditing matters cybersecurity risks, including workplace Oversees risks related to legal, regulatory, and product safety and privacy and compliance programs

GOVERNANCE AND CORPORATE INANCE OMMITTEE F C RESPONSIBILITY COMMITTEE

Oversees significant financial exposures Oversees risks related to public policy and and contingent liabilities of the Company political activities Oversees regulatory compliance of Oversees risks related to director employee-defined benefits plans independence and related party transactions CORPORATE GOVERNANCE Oversees risks related to the sustainability of our operations and products

EXECUTIVE COMPENSATION COMMITTEE

Oversees risks related to executive and employee compensation plans, including by designing compensation plans that promote prudent risk management

ᮣ Enterprise Risk Oversight In addition to supporting the risk governance Dashboard, which highlights risk trends, and an structure outlined above, GM’s Strategic Risk Emerging Risk Radar, which provides a Management team conducts an annual risk perspective on risks on the horizon. Finally, assessment designed to prioritize GM’s most summaries of management risk reviews, significant enterprise risks. The Risk and conducted across our business units and regions, Cybersecurity Committee reviews this are provided to share risk management practices assessment, approves the Enterprise Risk Profile, and give a sense for risk topics being covered. and receives more detailed management updates Below are certain key enterprise risks that the on these risks during the year. The Committee Board and management have identified for 2021. also receives updates on the overall risk landscape, including the Enterprise Risk

Electric Supply Chain Privacy & Data Manufacturing Talent Vehicle Disruptions Management Disruptions Transition

Workplace Shifting Trade Vehicle Economic Safety & & Government Cybersecurity Safety Fluctuations Health Policies

2021 PROXY STATEMENT 23 charter makes itresponsible clear for thatrelating overseeing to the the GM’s Company’s Committeeand employees, privacy customers, stakeholders. is risks Theportions of Committee its meetings also toissues discuss devotes critical privacy processes with andcompliance management, with policies the CaliforniaAct. Consumer including designed Privacy to GM’s ensure penetration testing,incident cyber response,intelligence, risk vulnerability management, governance. awareness management, GMcybersecurity and strategy, making it applies more difficultattackers for training, to a breach the defensesquick and defense-in-depth and allowing detection, for attempts deflection, of unauthorized access. and counteraction GM alsotraining as includes part of multi-domainprogram. its In corporate cybersecurity required addition, training integrated training and and continuesutilizing awareness is throughout various thephishing year, campaigns, delivery liveinformational methods training articles. sessions,heavily GM such and in continues as cybersecurity,nearly to including invest throughemployees 500 the havepen-testers, diverse dedicated cryptologists, skillsetsdata analysts, employees. and architects, analysts, include managers, These securityCybersecurity and engineers, usesvalidating a the program “true efficacyprogram, balanced leveraging of cybersecurity resources, its approach and GM’s hackers.” internal risk in audit management serviceswith as Global well external, asannually across engaging the third-party domains. expertise at least PROXY STATEMENT PROXY 2021 Privacy Risk Oversight Cybersecurity Risk Oversight ᮣ In recent years, GM’steam Strategic Risk Management determinedincreasing in significance due that tonew the enactment of privacy andregulations on the risks more use andinformation. protection were of stringent personal Cybersecurity Accordingly, U.S. Committeecontinue has and to the enhance takenprivacy global its steps policies oversight Risk and on to practices. GM’s data The Committee’s and ᮣ At eachCybersecurity Committee quarterly reviews management’s Cybersecurity meeting,leverages both the Maturity the National Instituteand of Risk Standards Technology cybersecurity Scorecard, framework and andFederal the Financial Institutions Examination Council which maturity rating. Managementinformation discusses various cybersecurity, and productand cybersecurity provides topics security,cyber intelligence events impacting briefings the industry. Thesummarize on briefings the notable event, vulnerabilities manufacturing provide that insighthighlight led into learnings what to thatfuture. happened, GM the and can leverage inGM’s the Globalcybersecurity Cybersecurity domains organization across(our GM, aligns automotive GM finance Financial subsidiary subsidiary), responsible Cruise for (our commercialization the development and technology), of and ourenables growth autonomous businesses. GM Ittechnical experts also to vehicle to accelerateand leverage the execution development both ofteam security business solutions. isproduct, and Our charged global programs, and with with a executing focus manufacturing on enterprise, security architecture, cybersecurity

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GOVERNANCE 24 The Board’s Governance Policies and Practices ᮣ Code of Business Conduct and Ethics: “Winning with Integrity” The Board is committed to the highest legal and preservation and use of Company assets, and ethical standards in fulfilling its responsibilities. compliance with all laws and regulations We have adopted a code of business conduct and applicable to the conduct of our business. ethics, “Winning with Integrity,” that applies to our Employees are expected to report any conduct directors and employees, including the Company’s that they believe in good faith to be an actual or executive officers. This Code of Conduct forms the apparent violation of our Code of Conduct. The foundation for compliance with corporate policies Code of Conduct is available at and procedures and creates a Company-wide investor.gm.com/resources. focus on uncompromising integrity in every In addition, GM’s Insider Trading Policy prohibits aspect of our operations. It embodies our all GM directors and employees, including expectations for a number of topics, including executive officers, from trading in GM derivatives workplace and vehicle safety, conflicts of interest, (i.e., puts or calls), engaging in short sales, or

protection of confidential information, insider CORPORATE otherwise engaging in hedging activities, and GOVERNANCE trading, competition and fair dealing, human pledging of GM securities. This policy is posted on rights, community involvement and corporate our website at investor.gm.com/resources. citizenship, political activities and lobbying,

SPOTLIGHT: GLOBAL ETHICS & COMPLIANCE CENTER (“GECC”)

GM expects its employees to always act with integrity and do what’s right, even when it’s difficult. The GECC’s role is to help integrate GM’s values and commitment to winning with integrity into GM’s culture and operations. The GECC oversees GM’s compliance and ethics program, including managing the GM Code of Conduct, the Corporate Policy Directory, the reporting hotline (Awareline) and case management system, the Compliance Assurance function, Special Investigations, as well as several GM policies, GM was recently recognized as a 2021 including GM’s Non-Retaliation Policy. Each year, the GECC World’s Most Ethical Company by leads efforts to achieve 100% completion of corporate Ethisphere, the second consecutive required training and certification to GM’s Code of Conduct. year of achieving the World’s Most The Audit Committee actively oversees the GECC’s Ethical recognition.* compliance efforts and, as part of its annual activities, reviews and approves the GECC’s budget and plan to * “World’s Most Ethical Companies” and ensure its compliance activities meet the elements of an “Ethisphere” names and marks are effective compliance program. In addition, GM’s Chief registered trademarks of Ethisphere LLC. Compliance Officer reports to the Audit Committee on a regular basis and meets with the Committee in a private session with no other members of management present at least once a year.

2021 PROXY STATEMENT 25 December Process Reviewed by Governance Committee August Board Evaluation Led by Independent Lead Director discussion, therecommendation Board of approved, thechanges based Governance to on Committee, its self-evaluationin the process. Beginning 2021,observe the the following self-evaluation process: Board and its Committees will composition of the Board (see pageStatement), 17 conducting of an this Proxy extensiveCompany’s review of e-commerce the strategy,number increasing of the standingand Audit increasing the Committeetouchpoints and frequency meetings, communications. of off-cycle Board accomplishmentfurtherance of of the Company’sobjectives; long-term and ongoing development strategic of themanagement Company’s team. top initiatives Theare results considered by of the in the Compensationits Committee evaluation in compensation of deliberations the“Executive CEO as Compensation” when furtherProxy described on Statement. in page determining 57 of the this management talentmeetings at and Board indirectors less and to formalBoard personally Committee settings assess reviews to enable ordinary candidates. management course of The business succession as wellplanning as in contingency in the unanticipated event. the event of an emergency or Committee regularlyGovernance reviewsrecommends the Guidelines toamendments in Corporate the response to changingevolving and Board regulations, best practices, and shareholder the concerns. For a periodically summary adoption ofpractices, our of corporate please governance best and see Governance “Shareholder Bestthis Protections Practices” Proxy Statement. on page 30 of June Debrief Led by CEO Board Performance PROXY STATEMENT PROXY 2021 April–June 1:1 CEO Interviews February Annual Evaluation of CEO Board and Committee Evaluations CEO Succession Planning Corporate Governance Guidelines Led by Chairs Committee Evaluations ᮣ Each year,performance against the herThe annual strategic Board goals. separately in non-management reviews executive session,a annually the conduct directors, formalcommunicated CEO’s to evaluation the meeting Lead of CEO Director. by Theobjective the and the evaluation subjective criteria, is Independent CEO, including, butlimited based not to, on which the both Company’s is financial performance; Throughout the process,opportunity directors todirector have provide performance. ample feedback onThe individual Board is committedfrom to incorporating feedback itschanges self-evaluations. Recent to examples practice of include evolving the The Governance Committeethe periodically form reviews andself-evaluations. process for In Boardbenchmarking, and 2020, Committee engagement followinginterviewing with third-party extensive facilitators, shareholders, and internal ᮣ Our Independent Lead Director overseessuccession the planning CEO processannually, and leads, the atsuccession planning. least Our CEO Board’s provideswith the Board recommendations discussionpotential for CEO and successors ofBoard and evaluations development reviews plans of CEO Directors with for engage the these with potential successors. CEO and senior ᮣ ᮣ Our Corporatetransparent Governance Guidelinesgovernance framework form of a Governance for the Guidelines addressthe Company. matters respective the such The as rolesBoard and Corporate and effective responsibilities management,structure, the of the responsibilities Board’s the ofLead leadership the Director, Independent directormembership independence, the criteria, Board Board Board and Committees, CEO and evaluation. The Governance

CORPORATE

GOVERNANCE 26 ᮣ Director Orientation and Continuing Education All new directors participate in the Company’s products, and other matters relevant to Board director orientation program. The orientation service. Board members are encouraged to visit enables new directors to become familiar with the GM facilities and dealers and attend auto shows Company’s business and strategic plans; and other key corporate and industry events to significant financial matters; core values and enhance their understanding of the Company and behaviors, including ethics; compliance programs; its competitors in the auto industry. In addition, all corporate governance practices; and other key directors are encouraged to attend, at our policies and practices. expense, director continuing education programs sponsored by governance organizations and other Continuing education opportunities are provided institutions. to keep directors updated with information about the Company and its strategy, operations,

ᮣ Director Service on Other Public Company Boards CORPORATE

The Board recognizes that service on other public principal occupation is serving on boards. Our GOVERNANCE company boards provides directors valuable Corporate Governance Guidelines provide that experience that benefits the Company. The Board without obtaining the approval of the Board: also believes, however, that it is critical that • A director may not serve on the boards of more directors dedicate sufficient time to their service than four other public companies (excluding on the Company’s Board. Directors are expected nonprofits and subsidiaries). to advise the Chairman, Independent Lead Director, or Chair of the Governance Committee in • No member of the Audit Committee may serve advance of accepting an invitation to serve on on more than two other public company audit another board of directors or any audit committee committees. of another public company board. This allows the In general, senior members of management may Governance Committee to assess the impact of not serve on the board of more than one other the director’s joining another board based on public company or for-profit entity, and executive various factors relevant to the specific situation, officers must obtain the approval of the including the nature and extent of a director’s Governance Committee prior to accepting an other professional obligations and the time invitation to serve on an outside board. All commitment attendant to the new position. directors and senior members of management are Directors who are engaged in active, full-time in compliance with this policy. employment, for example, could have less time to devote to Board service than a director whose

ᮣ Compensation Committee Interlocks and Insider Participation Mses. Stephenson and Russo and Messrs. Bush and no executive officer of the Company served or and Jimenez served on the Compensation serves on the compensation committee or board Committee in 2020. As of the date of this Proxy of any company that employed or employs any Statement, no member of the Compensation member of the Company’s Compensation Committee was or is a GM officer or employee, Committee or Board.

Shareholder Engagement The Company routinely engages with For example, every year since 2017, the Board has shareholders and stakeholders to help the Board invited at least one shareholder to a Board and management gain feedback on a variety of meeting to provide its perspective on the topics. Company’s strategic direction. In 2020, for the

2021 PROXY STATEMENT 27 for actions taken to enhance gm.com Members of thealso Board and seniorshareholders regularly management oncompensation, Board engage composition topics andstructure, leadership as with including well asand on social executive important institutional environmental issues.overview The of common table themesled below we to boardroom have provides discussion and heard action. an that For a discussion of thethe actions taken Independent to Lead transition Directorof role, this Proxy see Statement. page 17 specific informationrecently regarding announced plans to the be carbon2040 neutral Company’s by and theachieve science-based those goals. targets we setPlease see to our lobbying disclosure to (1)primary publish a trade list ofthose our association trade$25,000 memberships associations of our (i.e., where membershiplobbying dues in activities); were (2) used outline excess for federal our policy top of priorities; state and andBoard (3) and management discuss oversee how our lobbyingpolitical the and December activities. 31, 2021, wewill will In disclose provide how a GM’s report lobbyingwith activity that addition, is aligned theaverage prior Paris global Agreement’swhich warming to goal to wesupporting of below believe our 2° limiting emissions, our vision Celsius, and zero for lobbying congestiondetermines zero there does, for is and misalignment crashes, ifAgreement), policies (with GM the zero we Paris willmitigate. highlight GM’sWe actions to haveConsolidated committed EEO-1 Report to beginning in 2021.will disclosing We be our postingReport annual to GM’s our website. 2020 ConsolidatedWe EEO-1 plan toalign revise more our Humanrights strongly Rights with Policy frameworks.Sustainability international to Report for more human information. Please see the 2020 PROXY STATEMENT PROXY 2021 Message Actions Encouragedsuccession to plan given Mr. Solso’s retirement. communicateEncouraged to the enhance climate change disclosures. Board’s Please see the 2020 Sustainability Report for Encouraged tolobbying expenditures and enhance public policy priorities. disclosures regarding Encouraged to discloseEmployer our Consolidated Information Federal action Report to help create (EEO-1) a more diverse and workforce. take Encouraged to report on theensure Company’s systems to effectiveRights implementation Policy. of our Human See page 44Compensation program. of this Proxy Statement for feedback and actions taken related to GM’s Executive first time, the Board invited ainto non-GM shareholder thepotential boardroom to actionsattract solicit the new perspectives Company investors.experiences, on The could and constructive take insights, ideasengagements have exchanged to helped the during Boardassess evaluate these and keyongoing transition to initiatives an all-electric future. during the Company’s

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GOVERNANCE 28 HOW TO CONTACT OUR BOARD

Shareholders and interested parties wishing to contact our Board may send a letter to GM's Corporate Secretary at General Motors Company, Mail Code 482-C35-A36, 300 Renaissance Center, Detroit, Michigan 48625 or by email at [email protected]. Communications received in writing will be distributed to the Independent Lead Director or independent members of the Board as a group, if appropriate, unless such communications are considered, in the reasonable judgment of the Corporate Secretary, improper for submission to the intended recipient(s).

Corporate Political Contributions and Lobbying Expenditures ᮣ Board Oversight We participate in the political process to help reviews all corporate political contributions, GM shape public policy and address legislation that Political Action Committee contributions and impacts GM, our industry, our shareholders, and expenditures (which are funded entirely by

other stakeholders. GM has supported and will voluntary director and employee contributions), CORPORATE GOVERNANCE continue to support public policies that drive the and the process by which such contributions and achievement of our long-term, sustainable growth. expenditures are made. Management also To guide our activities, the Board has adopted a provides updates twice per year to the U.S. Corporate Political Contributions and Governance Committee regarding the Company’s Expenditures Policy (“Political Contributions lobbying expenditures. In addition, the full Board Policy”). also receives a monthly report on the most pressing public policy issues. The Board uses this The Governance Committee oversees the Political report to continuously assess which issues are Contributions Policy and annually reviews the important to the Company’s long-term interests Company’s engagement in the public policy and which organizations the Company is working process. The Governance Committee also annually with to advance those interests.

ᮣ Transparency and Disclosure As part of our overall effort to promote political files similar periodic reports with state agencies. transparency and accountability, GM publishes an In 2020, the Center for Political Accountability’s annual voluntary report of political contributions. Zicklin Index of Corporate Political Accountability In addition, GM files publicly available federal and Disclosure, which benchmarks the political Lobbying Disclosure Act Reports each quarter, disclosure and accountability policies and which disclose GM’s lobbying expenditures, practices of leading U.S. public companies, describe legislation and general issues that were recognized the quality of our disclosures and the topic of communication, and identify the ranked GM among the First Tier of S&P 500 individuals who lobbied on behalf of GM. GM also companies.

2021 PROXY STATEMENT 29 . Proxy access Shareholder right to call special meetings No poison pill or dual-class shares One-share, one-vote standard Shareholder Rights investor.gm.com/resources Accountability Annual election of all directors Annual election of Chair and, if CEO, Independent Lead Director by non- employee directors Majority voting with director resignation policy (plurality voting in contested elections) Annual Board and Committee self- evaluations Annual evaluation of CEO (including compensation) by independent directors Clawback policy that applies to our short- and long-term incentive plans Oversight of political contributions and lobbying Comprehensive code of business conduct and ethics, “Winning with Integrity” PROXY STATEMENT PROXY 2021 Best Practices CEO and executive leadership succession planning Routine engagement with shareholders and other key stakeholders Diverse Board in terms of gender, ethnicity, experiences, and specific skills and qualifications Strategy and risk oversight by full Board and Committees Board oversight of ESG issues and priorities Stock ownership guidelines for executive officers and non-employee directors “Overboarding” limits Orientation program for new directors and continuing education for all directors SPOTLIGHT: ENHANCED LOBBYING DISCLOSURE FOR 2021 2021 FOR DISCLOSURE LOBBYING ENHANCED SPOTLIGHT: discuss how the Board and management oversee our lobbying and political activities. our lobbying and political the Board and management oversee how discuss publish a list of our primary trade association memberships (i.e., those trade those trade memberships (i.e., association primary trade a list of our publish used for dues were of $25,000 of our membership in excess associations where lobbying activities); outline our top state and federal policy priorities; and policy priorities; and federal state outline our top Independence Twelve out of 13 directors are independent Strong Independent Lead Director with clearly delineated duties All standing Board Committees other than the Executive Committee composed entirely of independent directors Regular executive sessions of independent directors without management present Board and Committees may hire outside advisors independently of management These new disclosures will be further enhanced prior to December 31, 2021, when we will issue a prior to December 31, 2021, when will be further enhanced These new disclosures goal of is aligned with the Paris Agreement’s how GM’s lobbying activity report that will disclose for policies which we believe our lobbying global warming to below 2° Celsius, limiting average does, and if GM and zero congestion vision for zero crashes, zero emissions, supporting our (with the Paris Agreement), we will highlight GM’s actions to determines there is misalignment mitigate. As part of GM’s ongoing shareholder engagement process, our investors expressed a desire for for a desire expressed As part our investors process, engagement ongoing shareholder of GM’s enhance further to elected response, we In activities. about our lobbying information additional in 2021 to: disclosure our lobbying You can view our enhanced 2021 disclosure on our website at disclosure on our website our enhanced 2021 view can You Shareholder Protections and Governance Best Practices The Board isimportant committed to shareholder governance rights.practices, which structures include The the and following: practices Governance that Committee protect regularly shareholder value reviews and these structures and

CORPORATE

GOVERNANCE 30 Certain Relationships and Related Party Transactions Our Code of Conduct requires all of our employees For purposes of our Related Party Transactions and directors to avoid any activity that is in Policy, a related party transaction includes conflict with our business interests. In addition, transactions in which our Company (or a the Board has adopted a written policy regarding subsidiary), is a participant, the amount involved the review and approval or ratification of related exceeds $120,000, and the related party has or party transactions (the “Related Party will have a direct or an indirect material interest. Transactions Policy”). Under the Related Party Related parties of our Company consist of Transactions Policy, which is administered by our directors (including nominees for election as Governance Committee, directors and executive directors), executive officers, shareholders officers must report any potential related party beneficially owning more than 5% of the transactions (including transactions involving Company’s voting securities, and the immediate immediate family members of directors and family members of these individuals. Once a executive officers) to the General Counsel or related party transaction has been identified, the Corporate Secretary to determine whether the Governance Committee will review all of the

transaction constitutes a related party relevant facts and circumstances and approve or CORPORATE GOVERNANCE transaction. If any member of the Governance disapprove entry into the transaction. As required Committee has a potential interest in any related under SEC rules, we disclose all related party party transaction, such member will recuse transactions annually in our Proxy Statement. himself or herself and abstain from voting on the approval or ratification of the related party transaction. ᮣ Factors Used in Assessing Related Party Transactions

• Whether the terms of the related party • Whether the Company was notified about the transaction are fair to the Company and on the related party transaction before its same basis as if the transaction had occurred commencement, and if not, why preapproval on an arm’s-length basis; was not sought and whether subsequent • Whether there are any compelling business ratification would be detrimental to the reasons for the Company to enter into the Company; and related party transaction and the nature of • Whether the related party transaction would alternative transactions, if any; present an improper conflict of interest for any director or executive officer of the Company, • Whether the related party transaction would taking into account the specific facts and impair the independence of an otherwise circumstances of such transaction. independent director;

The son of Craig Glidden, our Executive Vice investment management services to Company- President and General Counsel, is employed by sponsored pension plans. The practice of Cruise as a Manager, Reliability and Lifecycle disclosing related party transactions with Planning, and in 2020 he had a salary and bonus investment management funds that are also 5% in excess of $120,000. The SEC has identified holders of an issuer’s stock is becoming more employment of immediate family members of commonplace. In 2021, GM entered into an directors and executive officers as per-se related agreement for consulting services with Kissinger person transactions and subject to disclosure if Associates for approximately $500,000. Our the $120,000 threshold is met. In 2020, two director, Ms. Miscik, is the Chief Executive Officer holders of 5% or more of the Company’s common of Kissinger Associates. stock – BlackRock and Vanguard – provided

2021 PROXY STATEMENT 31 with integrity. what lies ahead. I have a relentless Win With Integrity I make decisions now desire to win and do it in mind and I anticipate with the long-term view and results. they could be. I see things not actions, behaviors as they are but as I take accountability Relationships Our success dependsoutside on the our Company. relationshipsand We inside encourage collaboration and diverse fromgreat thinking customer all experiences. over the world toSeek create Truth We pursue facts,and respectfully clearly challenge define assumptions, provide objectives. When additionalperspectives. we disagree, context we and consider multiple for safety and my own PROXY STATEMENT PROXY 2021 Be Bold It’s On Me without fear. without I consider the I consider customers’ needs customers’ in everything I do. everything in exchange feedback exchange Think Customer and boldly share ideas I respectfully speak up, I respectfully speak results. to achieve I collaborate One Team Be Inclusive Now Innovate Look Ahead enterprise-wide I create moments crossfunctionally every day that value and ideas that may be backgrounds, opinions different than my own. Our Behaviors Excellence We act with integrity.innovation. We We have are the drivendifficult. courage by to Each ingenuity do and of anddrives say us for what’s continued takes efficiencies,to accountability win. and has for the results, tenacity Our Values Customers We put the customer atWe the center of listen everything weinteraction do. intently tofoundational matters. commitments, never our compromised. customers’ Safety needs. Each and quality are Our Values and How We Behave

OUR VALUES AND

HOW WE BEHAVE 32 Our People, Our Communities, and Our Environment Our Social and Environmental Impact strategy producing critical-care ventilators and personal represents our commitment to our people, our protective equipment for patients and frontline communities, and our environment. We are proud healthcare workers. After our first conversation of our efforts to build an inclusive and unified with Ventec Life Systems, we began production in workforce while responding to a world in need just 30 days and built 30,000 ventilators in 154 during the COVID-19 pandemic. The GM team rose days. Despite the challenges we faced as a to the occasion to protect each other, our society, we remained steadfast in our vision of a customers, and our communities. As some of our world with zero crashes, zero emissions, and zero plants suspended production in the earliest days congestion. of the pandemic, our teams rapidly turned to

Our People We are building a diverse, equitable, and inclusive business and execute GM’s growth strategy. By team that is inspired to make people’s lives safer, applying our GM behaviors, we strive to inspire more convenient, and more sustainable. In pursuit our team across various key dimensions, including of our ambition to become the most inclusive teamwork, fairness, trust, growth, commitment, company in the world, we are also committed to and recognition to make a lasting impact. bringing our workforce along as we transform our

ᮣ Key Workforce Priorities • Talent Acquisition: Hiring top talent and aspects of their lives: market competitive pay; investing in their success. quality health care; 401(k) plans with Company • Talent Engagement: Creating a positive work contributions and matching programs; paid time environment and a place where employees feel off for vacations, illness, family care needs, and inspired to do their best work and feel valued military leave; physical and mental health and for doing it. well-being programs; and support for flexible and alternative work arrangements. • Talent Development: Increasing the number and variety of career resources available to • Labor Relations: Respecting our employees’ employees. right to freedom of association in all countries, complying with all local labor laws and

• Wellness and Benefits: Providing benefits that regulations, and engaging our workforce in our AND OUR ENVIRONMENT help employees balance their jobs with other collective future. OUR PEOPLE, COMMUNITIES,

ᮣ Diversity, Equity, and Inclusion While we have a longstanding history of valuing women in 30% of our top management positions diversity, equity, and inclusion, in 2020, as social within two levels of the CEO. We have also been and racial justice protests escalated across the recognized by organizations such as Equileap United States, we took decisive actions to lead by and the Bloomberg Gender-Equality Index for example and stand up against injustices prevalent gender equality in the corporate sector. in society by setting an aspirational goal to • GM’s policies and practices support the become the world’s most inclusive company. As LGBTQ+ community. We extended same-sex part of this effort, Ms. Barra, our Chairman and domestic partner benefits early on and continue CEO, commissioned an Inclusion Advisory Board to provide full benefits to married LGBTQ+ (“IAB”) composed of both internal and external couples. We also have a strong anti- leaders. The IAB’s role is to consult with GM’s discrimination policy that protects LGBTQ+ Senior Leadership Team with the long-term goal employees at GM. Beyond these measures of inspiring the Company to be inclusive through designed to increase inclusion for our own our words, deeds, and culture. We know there is employees, GM became a signatory to the more work ahead, yet we are proud of our efforts Business Coalition for the Corporate Equality to create positive, sustainable social change, Act, which provides the same workplace including the following: protections to LGBTQ+ people as are provided • GM has long been a global leader in advocating to other protected groups under federal law. for women’s equity in the workplace, with

2021 PROXY STATEMENT 33 Other minorities 34% underrepresented 10% “At GM,culture promoting that is inclusive a and free of anydiscrimination and all our allows team membersproudly to beare who at they environment work – thatopen, in supportive, is an and Detroit* 13% 17% Hispanic / Latinx GM has 11 Employeewhich Resource are Groups (“ERGs”) voluntary,serve employee-led groups that asmembers and a a catalyst forinclusive promoting a resource workplace diverse, thatand for aligns core with values their thewith of vision chapters the across constituent Company. thework These U.S. toward and ERGs, our thethe globe, corporate all effort most toImportantly, make inclusive ERGs GM interested are company in joining, fully and inin we three open are GM proud employees the participates to that in one an world. anyone ERG. Telva McGruder Chief of Diversity, Equity, and Inclusion empowering –accepted.” where everyone is valued and advance diversity, equity, andmore than inclusion. 65% In of 2020, variety our of grant diverse fundinginvestments supported communities. a last Whilerelated our year social supported responseportfolio many of programs, COVID- nearlyU.S.-based $35 we million nonprofits. maintained inwill Together, funding a to impact these 357 through projects a an variety of estimated support services. 5 million individuals • *As our headquarters city, we place a special emphasis on supporting Detroit-based programs. Black / 43% Community Development African American PROXY STATEMENT PROXY 2021 10% . This behavior involves of our grant funding

Vehicle & Road Safety 65%

Be Inclusive 39% GM hasbehavior: alsocreating introduced momentsbackgrounds, a opinions, and new everydifferent ideas from that employee day a maycreating be person’s opportunities that own.speak up It where and value alsobe be curious, everyone means and heard, value differences. have can active dialogues, We signed the Gender and(“KPI Diversity KPI Alliance”) Alliance onin International 2021. The Women’s KPI Day equity, Alliance is and a group inclusionacademics, of diversity, advocates, corporations, support and the adoptionperformance trade and indicators to use measurediversity. of organizations gender By a and signing on setcontinues that to of the key KPI toworkplace Alliance, GM inclusion advance andkey pledges its performance torepresentation indicators use on commitment the three – GMrepresentation board, to percentage by percentage employee of of equality category, – and as pay partimprove diversity of in its its organization. efforts to measure and GM joined thePathways Business Initiative to Roundtable’s hirethe Multiple employees value based of on skillsto rather than just improveworkplace. degrees and equityconsortium GM of companies andto who create also have career opportunities committed diversity forAmericans 1 over million the Black joined next in 10 years. OneTen, the a In 2020, more than supported a variety of diverse communities. We prioritize programs that create equitable opportunities for minority populations. STEM Funding Breakdown by Focus Area GM’s philanthropic investmentsand create sustainable inclusive This solutions for workstructured our puts under communities. three peoplethe focus areas at UnitedGoals: aligned the with Nations expand centerengineering, Sustainable access and andopportunities, to Development is math science, vehiclecommunity technology, (“STEM”) and development.programs that educational road create We equitable opportunities safety, and also and prioritize Our Communities • • •

OUR PEOPLE, OUR COMMUNITIES,

AND OUR ENVIRONMENT 34 Our Environment Advancing an all-electric, zero-carbon future is We also recently announced that GM plans to not just our commitment – we are already reduce the water intensity of its operations by underway. Earlier this year, we announced the 35% by 2035, compared to a 2010 baseline. following: Ms. Barra has also signed the CEO Water Mandate • We plan to be carbon neutral in our global – a U.N. Global Compact Initiative – joining other products and operations by 2040, 10 years global business leaders to address the key ahead of the goals set forth in the Paris challenges around water security and further Agreement on climate change. aligning to the U.N. Sustainable Development Goals. • We signed the Business Ambition for 1.5° C commitment and set science-based targets that You can learn more about our sustainability align with the Paris Agreement. accomplishments and goals in our 2020 • We aspire to eliminate tailpipe emissions from Sustainability Report available at new light-duty vehicles by 2035. gmsustainability.com. • We will source 100% renewable energy to power our U.S. facilities by 2030 and our global “Sustainability to me is facilities by 2035, five years earlier than our about making sure that previously announced goal. people can thrive now and in the future. That means Last year, we accelerated our transition to an things like having an all-electric lineup and announced our investment inhabitable planet, safe of more than $27 billion through 2025 on electric ways for people to provide for themselves and autonomous vehicle programs. These and their families, and investments will allow GM to offer 30 EVs globally helping to create a world in which everyone is by 2025. In that same year, 40% of GM’s U.S. treated equitably. As we continue to take bold action models will be battery electric vehicles. Cadillac, toward our vision of a world with zero emissions, we GMC, Chevrolet, and will all be represented, will focus equally on bringing everyone along.” with EVs at price points for work, adventure, Kristen Siemen performance, and family use.

Chief Sustainability Officer AND OUR ENVIRONMENT

As we strive to meet our renewable energy goals, OUR PEOPLE, COMMUNITIES, we expect to be 60% of the way toward our U.S. renewable energy commitment by 2023. GM is also currently the tenth largest off-taker of renewable energy in the world. In recognition of this, last year we received the 2020 Green Power Leadership Award from the U.S. Environmental Protection Agency.

2021 PROXY STATEMENT 35 * * * * * * * * * * * * * * * * * * * * * Shares Outstanding Percentage of (2) (2) (2) (2) (2) (2) (2) (3) (3) (3) (3) (3) (3) (3) (3) (3) (2) (2) (2) (2) (2) — — — — 1,579 1,000 183,211 Owned 87,654 83,344 670,814 90,641,771 6.2% 90,122,701 6.2% 81,002,941 5.6% 72,500,000 5.0% 106,303,679 7.3% Stock Beneficially Shares of Common PROXY STATEMENT PROXY 2021 (12) (9) (1) (1) (14) (13) (11) (6) (5) (7) (4) (8) (10) The Vanguard Group Mark L. Reuss Douglas L. ParksStephen K. Carlisle Dhivya Suryadevara John P. Stapleton Barry L. Engle II All Directors and Executive Officersthe as foregoing) a Group (26 persons, including Capital Research Global Investors Capital World Investors Berkshire Hathaway Inc. 100,868 5,766,125 Certain Other Beneficial Owners BlackRock, Inc. Named Executive Officers Mary T. Barra 2,753,251 Non-Employee Directors Wesley G. Bush 10,000 Linda R. Gooden Joseph JimenezJane L. MendilloJudith A. Miscik Patricia F. RussoThomas M. SchoeweTheodore M. SolsoCarol M. StephensonMark A. Tatum Devin N. Wenig Margaret C. WhitmanPaul A. Jacobson 32,330 4,560 25,000 22,005 6,561 800 — Name * Less than 1%. Security Ownership of Directors, NamedOther Executive Beneficial Officers, Owners and Certain The following table and accompanyingGM’s footnotes issued show and information outstanding regarding commonexecutive the stock officers beneficial ownership by as of (i) aown each group, more each of than as our 5% of directors of the and AprilAll issued NEOs, 15, and directors outstanding and 2021, common all and stock and as directors (ii)Percentage of of and each executive the Outstanding person dates Shares indicated officers known is in based by2021. the have on footnotes. us 1,451,247,770 to sole shares beneficially issued and voting outstanding as and of April dispositive 15, power over their shares. The SECURITY OWNERSHIP INFORMATION

SECURITY OWNERSHIP

INFORMATION 36 (1) c/o General Motors Company, 300 Renaissance Center, Detroit, Michigan 48265. (2) These amounts represent common stock only and do not include DSUs, which are unit equivalents of our common stock, under the Director Compensation Plan described on page 12 of this Proxy Statement. Directors hold the following number of DSUs: 16,348 DSUs for Mr. Bush; 26,416 DSUs for Ms. Gooden; 49,863 DSUs for Mr. Jimenez; 39,363 DSUs for Ms. Mendillo; 9,695 DSUs for Ms. Miscik; 51,164 DSUs for Ms. Russo; 40,336 DSUs for Mr. Schoewe; 102,143 DSUs for Mr. Solso; 76,552 DSUs for Ms. Stephenson; 0 DSUs for Mr. Tatum; 24,461 DSUs for Mr. Wenig; and 0 DSUs for Ms. Whitman. (3) These amounts include shares that may be acquired upon exercise of stock options that are currently exercisable or will become exercisable within 60 days of April 15, 2021, as follows: 1,627,619 shares for Ms. Barra; 12,654 shares for Mr. Jacobson; 530,644 shares for Mr. Reuss; 73,046 shares for Mr. Parks; 24,306 shares for Mr. Carlisle; and 162,301 shares for Mr. Stapleton. (4) Mr. Jacobson joined the Company as the Executive Vice President and Chief Financial Officer, effective December 1, 2020. (5) Mr. Carlisle was named Executive Vice President and President, North America, effective July 15, 2020. (6) Ms. Suryadevara resigned as Executive Vice President and Chief Financial Officer, effective September 1, 2020. (7) Mr. Stapleton served as the Acting Chief Financial Officer from August 15, 2020, through November 30, 2020. (8) On July 6, 2020, the Company determined that Mr. Engle would leave his position as Executive Vice President and President, North America, and separated from the Company effective September 1, 2020. (9) The Company is permitted to rely on the information reported by each beneficial owner in filings with the SEC and has no reason to believe that the information is incomplete or inaccurate or that the beneficial owner should have filed an amended report and did not. (10) Based solely on information set forth in a Schedule 13G/A filed with the SEC on January 29, 2021, BlackRock, Inc., reported that it and its subsidiaries listed on Exhibit A to Schedule 13G/A were the beneficial owners of 106,303,679 shares of GM’s outstanding common stock as of December 31, 2020. BlackRock reported having sole voting power over 94,239,240 shares and sole dispositive power over 106,303,679 shares. No shared voting or dispositive powers were reported. The address for BlackRock, Inc., is 55 East 52nd Street, New York, New York 10055. (11) Based solely on information set forth in a Schedule 13G/A filed with the SEC on February 10, 2021, The Vanguard Group reported that it and its subsidiaries listed on Appendix A of Schedule 13G/A were the beneficial owners of 90,641,771 shares of GM’s outstanding common stock as of December 31, 2020. The Vanguard Group reported having sole dispositive power over 85,272,471 shares, shared voting power over 2,017,193 shares, and shared dispositive power over 5,369,300 shares. No sole voting power was reported. The address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355. (12) Based solely on information set forth in a Schedule 13G filed with the SEC on February 16, 2021, Capital Research Global Investors reported that it is the beneficial owner of 90,122,701 shares of GM’s outstanding common stock as of December 31, 2020. Capital Research Global Investors reported having sole voting power over 90,119,869 shares and sole dispositive power over 90,122,701 shares. No shared voting or dispositive powers were reported. (13) Based solely on information set forth in a Schedule 13G/A filed with the SEC on February 16, 2021, Capital World Investors reported that it is the beneficial owner of 81,002,941 shares of GM’s outstanding common stock as of

December 31, 2020. Capital World Investors reported having sole voting power over 80,878,094 shares and sole INFORMATION

dispositive power over 81,002,941 shares. No shared voting or dispositive powers were reported. SECURITY OWNERSHIP (14) Based solely on information set forth in a Schedule 13G/A filed with the SEC on February 16, 2021, Warren E. Buffett and Berkshire Hathaway Inc. and its subsidiaries listed on Exhibit A to Schedule 13G/A reported being the beneficial owners of 72,500,000 shares of GM’s outstanding common stock as of December 31, 2020, over which they had shared voting and dispositive power. No sole voting or dispositive power was reported. The address for Berkshire Hathaway Inc. is 3555 Farnam Street, Omaha, Nebraska 68131.

2021 PROXY STATEMENT 37 FINANCIAL LITERACY AND EXPERTISE FINANCIAL The Board has determined that all members of the Audit The Board has determined literate and that Mr. Schoewe, Committee are financially and Ms. Mendillo qualify as “audit Mr. Bush, Ms. Gooden, experts” as defined by the SEC’s committee financial regulations. regulatory requirements, authoritativeevolving guidance, oversightfeedback. practices, andManagement shareholder isinternal responsible for controlsprocess the and and Company’s effectiveness has the of delivered financial theresponsible its for Company’s reporting performing opinion controls.of an on EY independent audit is the statements the and opininginternal on Company’s the controlsaccordance effectiveness of over consolidated withCompany the financial Accounting financial standardsStates) reporting Oversight of (the Board in thereon. “PCAOB”) the (United As and Public Committee’s provided issuing responsibilities in itsand include its reports overseeing these processes. monitoring charter, the Audit judgments, and thefinancial clarity of statements, disclosurerelated including in GM’s to thecritical disclosures critical audit matters.Audit accounting EY Committee estimates alsoletter the required provided by and written to thethe applicable the disclosures PCAOB requirements of Audit concerning and Committee independence, discussed withindependence. and EY the the auditor’s considered The and determinednon-audit that Audit the services provisionmaintaining of Committee to GM EY’sCommittee also concluded is that independence.from compatible the EY Company and was with management. The independent For additional Audit information about GM’sprocedures policies and related toand the non-audit approval services, see of “Policy forAudit EY’s Approval and audit of Permitted Non-Audit Services”40 on of this page Proxy Statement. PROXY STATEMENT PROXY 2021 . The Audit COMMITTEE REASONS FOR SELECTION TO THE AUDIT FOR SELECTION TO REASONS The qualifications andexternal independence auditors of and the GM’s performance ofinternal GM’s audit staff and external auditors. The quality andstatements; integrity of GM’sGM’s financial compliance withrequirements; and legal and regulatory When selecting directors to serve on the Audit Committee, When selecting directors and Board of Directors the Governance Committee factors: independence, financial consider, among other and individual skills. literacy and expertise, • • • The Audit Committeecharter operates adopted underapproved by a by written the theCommittee’s Audit Board charter is Committee of postedinvestor.gm.com/resources Directors. and on The our websiteCommittee’s Audit charter at is reviewedand at updated least annually as necessary to address changes in Required Disclosures In 2020, theand Audit fulfilled Committee met allConsistent seven of with times its itsAudit Committee core charter met charter responsibilities,management and obligations. the and held discussions EYaudited financial with statements regarding and internal thefor controls the Company’s yearcontext, ended management December representedCommittee 31, to 2020. that the Infinancial Audit statements this were the prepared inwith accordance Company’s accounting principles consolidated the generally United accepted States. The in and Audit Committee reviewed statements discussed with management anddiscussed EY the and with further EYdiscussed by consolidated the the requirements mattersthe of the SEC. required PCAOB financial This and tomanagement review and EY be included of the aacceptability, quality, not discussion of merely the with GM’sreasonableness accounting principles, of the significant estimates and The Audit Committee’sthe core Board purpose by providing is oversight of: to assist Purpose The Audit Committee ofcomposed of the five Board directors: ofMendillo. Thomas Directors M. of Schoewe General (Chair), Wesley Motors G. Company Bush, is Linda a R. standing Gooden, committee and Jane L. AUDIT COMMITTEE REPORT

AUDIT COMMITTEE

REPORT 38 Recommendation Based upon the Audit Committee’s discussions with management and EY as described in this report and the Audit Committee’s review of the representation of management and the reports of EY to the Audit Committee, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, the inclusion of the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the U.S. Securities and Exchange Commission on February 10, 2021.

Audit Committee Thomas M. Schoewe (Chair) Wesley G. Bush Linda R. Gooden Jane L. Mendillo The preceding Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement or any portion hereof into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed thereunder. REPORT AUDIT COMMITTEE

2021 PROXY STATEMENT 39 — Includes fees for assurance — Includes fees for services that — Includes fees for tax compliance, tax Audit-Related Fees and relatedperformed by services theaccounting independent firm. registered that More public specifically,include these are services employeeletters benefit traditionally in plan connectionother audits, with comfort funding attestationconcerning transactions, services, financialstandards. and accounting and consultations reporting Tax Fees planning, and tax advice. Taxpreparation compliance of involves original andand claims amended for refund. tax Tax returns encompass planning and a tax diverse advice rangeassistance of with services, tax audits including andrelated appeals, to tax mergers advice and acquisitionsbenefit and plans, employee and requests for rulingsadvice from or taxing technical authorities. All Other Fees are not containedconsists of in permissible advisory the services. above categories and category. Managementspending for mustCommittee each periodically throughout the category year. report toThese actual the full servicesspending Audit are and activelyCommittee to maintain work the monitored appropriate objectivity and (both content) independence in EY’s byaudit core work, which of the isstatements the the Audit Company’s andCommittee consolidated determined internal that financial allby controls. services EY provided in The 2020the were independence of Audit compatible EY. with maintaining PROXY STATEMENT PROXY 2019 2021 ($ in millions) 27 30 2020 ($ in millions) — Includes fees for the integrated audit AuditAudit-RelatedTaxSubtotalAll Other Services 4TOTAL 21 27 2 5 22 — 30 3 — Type of Fees Audit Fees of the Company’sstatements and annual attestation of consolidated thethe effectiveness financial of Company’s internalreporting, controls including overfinancial statements financial reviews contained inQuarterly the of Reports Company’s onstatutory the financial Form statements. 10-Q interim and audits of Policy for Approval of Audit and PermittedThe Non-Audit Services servicespreapproved performed in by accordance withpolicy EY the and in preapproval proceduresCommittee. 2020 established This by were policy requires theprovision that Audit of prior to servicesCommittee the by will the bewith auditor, presented, a for the description of consideration, Tax, Audit the types and ofperformed Audit-Related, All by the Otherwith auditor amounts Services during budgeted the for expected eachRelated, fiscal category year, (Audit- to Tax,requests be for and such servicesnot All for $1 contemplated million OtherCommittee and or initially more Services). approved must thereafterto by be Any the submitted the Audit CommitteeRequests Audit for specific for preapproval. individually services canbased be less approved on than by the $1 management amounts million approved for each Fees Paid to Independent Registered Public AccountingThe Firm followingprofessional table services provided by summarizes EYof for the GM’s the audit annual fees financialcontrol statements for over and internal ended financial December reporting 31,with for the 2020 fees billed the and forEY other during years 2019, services these periods. rendered together by

AUDIT COMMITTEE

REPORT 40 EXECUTIVE COMPENSATION

Table of Contents

Compensation Discussion and Analysis Executive Compensation Tables Compensation Overview 42 Summary Compensation Table 69 Compensation Principles 49 Grants of Plan-Based Awards 72 Compensation Elements 49 Outstanding Equity Awards at Fiscal Year-End 74 Performance Measures 51 Option Exercises and Stock Vested 75 Performance Results and Compensation Decisions 54 Pension Benefits 76 Compensation Policies and Governance Practices 65 Nonqualified Deferred Compensation Plan 78 Compensation Committee Report 68 Potential Payments Upon Termination 79

Defined Terms

AFCF — Automotive Free Cash Flow LTIP — Long-Term Incentive Plan AV — Autonomous Vehicle NEO — Named Executive Officer DB — Defined Benefit NQ — Nonqualified DC — Defined Contribution OEM — Original Equipment Manufacturer EBIT — Earnings Before Interest and Taxes PSU — Performance Share Unit EPS — Earnings Per Share ROIC — Return on Invested Capital ESG — Environmental, Social, and Governance RSU — Restricted Stock Unit EV — Electric Vehicle STIP — Short-Term Incentive Plan GICS — Global Industry Classification Standard TSR — Total Shareholder Return HCM — Human Capital Management WACC — Weighted Average Cost of Capital

Our Named Executive Officers

Mary T. Barra Chairman and Chief Executive Officer

Paul A. Jacobson Executive Vice President and Chief Financial Officer

Mark L. Reuss President

Executive Vice President, Global Product Development, Purchasing and Douglas L. Parks Supply Chain

Stephen K. Carlisle Executive Vice President and President, North America

Dhivya Suryadevara Former Executive Vice President and Chief Financial Officer

Vice President and Chief Financial Officer, North America, and Former Acting John P. Stapleton Chief Financial Officer

Barry L. Engle II Former Executive Vice President and President, North America EXECUTIVE COMPENSATION

Positions as of December 31, 2020.

2021 PROXY STATEMENT 41 (1) (2) (2) (2) (3) EPS- 4.90 9.7B 4.33 6.4B EQUITY REVENUE $ $ $ $ EBIT-ADJ ROIC-ADJ 14.9% 15.0% 122.5B RETURN ON NET INCOME EPS-DILUTED $ DILUTED-ADJ (1) The financial information relates to our continuing operations. (2) These are non-GAAP financial measures. Refer to Appendix A for a reconciliation of EBIT-adjusted, ROIC- adjusted, and EPS-diluted- adjusted to their closest comparable GAAP measure. (3) Refer to Appendix A forcalculationofreturnonequity. the We ended 2020 with the following key financial results: year-over- $2.7 billion $214.3 million 4.1% COVID-19 relief deliveries 200,000 in revenue and launching and refreshing PROXY STATEMENT PROXY 2021 in Cruise, bringing the post-money valuation of to EV and AV technologies through 2025 and $122.5 billion KEY HIGHLIGHTS $2 billion for 2020 $27 billion in dividends to GM crossovers in the U.S. for the third year in a row $39,356 1 million $30 billion $800 million of sales coming from conquest buyers and announced a pilot with Wal-Mart Delivery Cruise to Delivered the first Infantrycontract Squad awarded Vehicles in to 2020 the U.S. Army as part of a Rapidly repurposedpersonal GM protective equipment facilities for front-linehelp healthcare fight to workers the and COVID-19 produce pandemic first responders to critical-careImplemented cost-saving austerity ventilators, measures acrossglobal the masks, organization in pandemic and response toissuing while the unsecured bonds maintaining and drawingoff employment in on full our levels by revolving the credit and end facilities, of 2020 which preserving were paid liquidity by Announced Microsoft will joincommercialization GM, of Honda, self-driving, shared, and all-electricinvestment institutional vehicles investors in of to a more combined accelerate new the than equity Received a permit from theanyone California behind Department the of wheel. Motormillion Vehicles Unveiled to miles the operate of Cruise without 24-hour Origin, EV a service. self-driving Provided EV over developed for a Delivered strong performance in China, increasing Buick deliveries by Debuted the all-new GMC HUMMER EV poweredRevealed by Ultium the Cadillac LYRIQpositioning Cadillac show to , lead in the electrification, first connectivity,Announced and entry hands-free new in driving OnStar the Insurance brand’ssafety Services, and electric delivering exemplifying portfolio, a our world-class commitment customer experience to focus on and paid Launched entirely newand line-up Suburban, of 2021 GMC full-size Yukon and SUVs, YukonSold XL, including over and the 2021 Cadillac 2021 Escalade Chevrolet Tahoe Attracted highest ever46.7% percentage of new customers to the Chevrolet brand, with Increased the retail average transactiona price new in record the of U.S. for the ninthGM year in Financial a generated row, with record-breaking earnings before tax-adjustedAchieved of highest-ever retail average$47,599 transaction price for full-size trucks in the U.S. of Announced North American allianceUltium platform with Honda to jointlyAnnounced develop Vehicle two Intelligence EVsplatforms. using By Platform the 2023, as 38over-the-air models the updates will software have the foundation VehicleShowed for Intelligence Platform strength all allowing and for vehicle global resiliency pandemic while of delivering the23 vehicles business globally responding to the challenges of the Committed more than Launched newsoftware, business, and BrightDrop, servicesefficiently designed an while improving to overall ecosystem help sustainability businesses of deliver first-to-last goods and mile services products, more announced plans to offer 30 EVs globally by 2025 year driven by strong demand for premium multi-purpose vehicles and SUVs Our Company Performance In 2020, General Motors met theworld challenges presented with by COVID-19 zero whilecommitment working to towards crashes, our safety vision for zero of our a deliver employees emissions, an and all-electric our and future customers, powered by and zero the highlight strength GM’s congestion. of accelerated our core strategy The business. to results below demonstrate our Compensation Overview ᮣ

EXECUTIVE

COMPENSATION 42 ᮣ Leadership Changes The Company made the following leadership changes during 2020: Barry L. Engle II – On July 6, 2020, the Company determined that Mr. Engle would leave his position as Executive Vice President and President, North America, and support the transition of his duties and responsibilities to Mr. Carlisle. The Company and Mr. Engle entered into a separation agreement on September 1, 2020, as a qualified termination without cause under the terms of the General Motors LLC U.S. Executive Severance Program (“Executive Severance Program”) (filed as an exhibit to the 2020 Form 10-K). Mr. Engle is subject to the terms of a one-year non-compete agreement and other standard covenants. For additional details, see page 79 of this Proxy Statement. Stephen K. Carlisle – Promoted to Executive Vice President and President, North America, effective July 15, 2020. Dhivya Suryadevara – Resigned as Executive Vice President and Chief Financial Officer, effective September 1, 2020. John P. Stapleton – Served as Acting Chief Financial Officer from August 15, 2020, through November 30, 2020. Paul A. Jacobson – Named Executive Vice President and Chief Financial Officer, effective December 1, 2020. ᮣ Compensation Governance and Best Practices

WHAT WE DO ✓ Provide short-term and long-term incentive plans with performance targets aligned to business goals ✓ Maintain a Compensation Committee composed entirely of independent directors who are advised by an independent compensation consultant ✓ Require stock ownership for all senior leaders ✓ Engage with shareholders and other stakeholders on various topics with members of management and directors, including our Compensation Committee and our Independent Lead Director ✓ Include non-compete and non-solicitation terms in all grant agreements with senior leaders Maintain an Insider Trading Policy requiring directors, executive officers, and all other senior ✓ leaders to trade only during pre-established periods after receiving preclearance from the GM Legal Staff ✓ Require equity awards to have double trigger (change in control and termination of employment) vesting provisions ✓ Complete an annual risk review evaluating incentive compensation plans ✓ Require short-term cash and long-term equity awards for all executive officers to be subject to clawback and cancellation provisions ✓ Conduct an annual audit of senior executive expenses and perquisites

WHAT WE DON’T DO ✘ Provide gross-up payments to cover personal income taxes or excise taxes pertaining to executive severance benefits ✘ Pay above-market interest on deferred compensation in retirement plans ✘ Allow directors or executives to engage in hedging or pledging of GM securities EXECUTIVE ✘ Reward executives for excessive, imprudent, inappropriate, or unnecessary risk-taking COMPENSATION ✘ Allow the repricing or backdating of equity awards

2021 PROXY STATEMENT 43 SHAREHOLDER SAY-ON-PAY The Compensation Committee seeks toCompany’s align the executivewith compensation the interests of programs the Company’sThe shareholders. Compensationresults Committee of the annual considersterm Say-on-Pay vision vote, the and the strategic long- input goals of the from Company, independent management, compensationinvestor engagement input consultant,compensation for feedback our executives. from In and when 2020,of 96.5% setting our its executive compensation shareholders programs. voted in favor of our PROXY STATEMENT PROXY 2021 Pay Voting Pay Review Say-on- Review Investors Meet with We remain committed tothe providing robust Company HCMdescribes provides both practices the and development HCM of disclosure. ourinclusion. Each workforce updates and We year, updates on have throughcreating diversity, equity, taken our and our Inclusion further AdvisoryInclusive” steps Board, Sustainability led to to by Report, foster our ouradditional Chairman an information GM which and on inclusive CEO, Behaviors our and HCMOur Company to adding Environment” initiatives, section culture “Be see continue on “Our page by People, to 33 Our of impact this Communities,ESG Proxy and Statement. positive performance continues social to beCompensation change. a Committee factors focus For ESG for performance theWe into Company identify strategic and goals ESG our for results shareholders. eachon with The NEO. page a 42 green of leaf thisDecisions” in Proxy section the Statement for “Our and individuals the Companyreflect starting “Performance Performance” our Results on ongoing section and commitment page to Compensation 57 ESG performance of outcomes. thisThe Proxy 2020 STIP Statement, focuses which leadershipas on driving strong evaluating profitability and individualleadership cash on flow, performance stock as price well to appreciationcontinue and to strategic encourages sound evaluate goals. capitalensure the investments. We The the external competitiveness, market 2020LTIP. and appropriateness, LTIP hold and focuses conversations overall with balanceThe investors of to Compensation thecompensation STIP consultant Committee and annually to reviews determinegroup any additions recommendations that or deletionscomposition to is from the remains peer used competitive itsorganization. and for All independent appropriate companies compensation asconsecutive in we years. comparisons. the A continue full peer We to disclosurefound group of in transform ensure our the have the consistent “Peer approach been ourProxy Group Statement. and included for framework peer Compensation can for Comparisons” be at group section least on page five 47 of this Voting and Voting Say-on-Pay Say-on-Pay Annual Meeting Make Adjustments Statement Review Feedback and Shareholder Engagement File Annual Proxy File Annual Proxy Enhanced Human Capital Management Disclosure Evaluation of ESG Performance Balanced Approach to Short-Term and Long-Term Plans Appropriate Peer Group Selection Investor Alignment Topics 2020 Activities ᮣ The Company viewsdirectly shareholder from our engagement shareholders. as Throughexecutive these a compensation engagements, we programs continuous received and, positive processdrive in feedback accountability particular, and and in the reinforce support our annually Compensation of safety Committee’s culture seeks and decisionShareholder ESG feedback feedback to results. is further reflected through thefor new Relative ROIC-adjusted 2020 (37.5% LTIP of where total PSUmeasure LTIP) measures payouts and are are Relative equally subject TSR weighted to (37.5%Company caps. of vision These total and discussions, LTIP), and Say-on-Pay strategic performance voting goalsprograms. results, are As and key executive alignment drivers compensation to in programs the dialogue our evolve, with ongoing shareholders the regarding assessment Board our of compensation remains philosophy our committed and current to practices. and continuing future the

EXECUTIVE

COMPENSATION 44 ᮣ Compensation Program Evolution Our compensation programs focus leadership on key areas that drive the business forward and align to the short-term and long-term interests of our shareholders. The Compensation Committee regularly reviews and discusses plan performance at each meeting. The Compensation Committee considers many factors when electing to make plan changes for future incentive plans, including results, market trends, feedback from its independent compensation consultant, and shareholder feedback. The timeline below shows the actions we have taken to develop compensation programs that align the interests of our senior leaders with those of our shareholders, including actions taken in response to COVID-19.

2016 2017 2018 2019 2020

Actions We Took Actions We Took Actions We Took • STIP – Increased focus on • No changes to the • STIP – Reduced payout for EBIT-adjusted to drive STIP or LTIP based on threshold performance to profitable growth positive feedback 25% for Company financial • 40% EBIT-adjusted from our shareholders measures • 25% Adjusted AFCF • 10% Global Market Share • 25% Global Quality

Actions We Took Actions We Took • STIP – Increased focus on key financial • LTIP – Equally weighted PSU measures to measures and added an individual increase focus on TSR performance performance element to incorporate • Relative ROIC-adjusted – 37.5% of LTIP performance to strategic goals for • Relative TSR – 37.5% of LTIP each NEO • Implemented payout caps on PSUs • 50% EBIT-adjusted • Relative ROIC-adjusted – Capped at target if • 25% Adjusted AFCF GM’s ROIC-adjusted does not exceed GM’s WACC • 25% Strategic Goals • Relative TSR – Capped at target if GM’s • LTIP – Eliminated time-vested RSUs and TSR is negative replaced with Stock Options, NEOs have a mix • Response to COVID-19 of 75% PSUs and 25% Stock Options • 20% salary deferral for all salaried employees • Incorporated relative performance measures • Additional 10% salary reduction for all senior into PSUs leaders, who received an equivalent RSU grant • Relative ROIC-adjusted – 50% of LTIP • Relative TSR – 25% of LTIP

2020 STIP 2020 LTIP

25% 25% Strategic Stock 37.5% Goals Options PSUs - 75% Relative 50% 75% Financial ROIC - EBIT - PSUs Performance adjusted adjusted

25% Adjusted 37.5% AFCF PSUs - Relative TSR EXECUTIVE COMPENSATION

2021 PROXY STATEMENT 45 Company Tesla, Inc. Toyota Motor (1) (2) PROXY STATEMENT PROXY 2021 Motors Corp. Renault SA Honda Motor Co. Ltd. Motor Co. Ltd Motor Corp. – Capped at target if GM’s ROIC-adjusted does not exceed GM’s WACC (2) – Capped at target if GM’s TSR is negative over the performance period Dow Jones Automobiles & Parts Titans 30 Index – OEM Peer Group Werke AG Daimler AG Hyundai Motor Co. SA Fiat Relative ROIC-adjusted Relative TSR Peer Group for 2020–2022 LTIP Performance Automobiles NV continuous ranking for performanceperiod. relative to the OEM peer group following the completion of the performance Bayerische Motoren Motor Corp. Subaru Corp. Volkswagen AG (1) GM is a member of the Dow Jones(2) Automobiles & Fiat Chrysler Parts Automobiles NV Titans and Peugeot 30 SA Index. merged on Our January 15, performance 2021. is determined on a ᮣ We use the followingperformance OEMs for in Relative ROIC-adjusted the and Dow RelativeCompensation TSR Jones measures Automobiles Committee for & the 2020–2022 Parts usesrepresent PSU Titans our awards. global this The 30 competition and Index index are to subject measure to for similar relative macroeconomic challenges. performance comparisons because these companies The 2020 STIP focuses leadershipSTIP). on key The financial measures totalpre-established (75% targets. The of payout Compensation STIP) Committee and determines forrigorous performance strategic to assessment goals strategic the (25% goals process using of measuring a results, STIP performance and against other ranges measures, pre-established including fromonly operational if ESG threshold goals, outcomes. 0% performance safety of Payout at for to least strategic one financial goals 200%The measure performance is will met. 2020 based occur LTIP onshareholders’ interest features in performance stock Stock price against measures appreciation Options and that PSUs (25% drive (75% of of long-termPSUs total results. are LTIP) total with equally New relative LTIP) weighted for performance fortotal 2020, to LTIP), Relative and in ROIC-adjusted performance align (37.5% response payouts are of our to capped, total as feedback most LTIP) described below. from and senior Relative our TSR shareholders, leaders (37.5% of with Focusing performance on EBIT-adjusted, Adjustedwith AFCF, and measuring strategic Relative goals ROIC-adjusted interm, and the Relative short provides term, TSR combined direct comparedshareholders to and alignment focuses our senior OEM of leaders peer ongrowth. making our group the in investments executive the that will long compensation provide profitable program long-term with the interests of our

EXECUTIVE

COMPENSATION 46 ᮣ Peer Group for Compensation Comparisons The Compensation Committee annually reviews the peer group for compensation comparisons and makes updates as needed to align with both the established criteria and Company strategy. We do not limit the peer group to our industry alone because we believe compensation practices for NEOs at other large U.S.- based multinational companies affect our ability to attract and retain diverse talent around the globe. The Compensation Committee considered the following factors when selecting the peer group used to inform 2020 target compensation levels for our NEOs:

Set an initial list of Screen initial list Apply refining criteria to select the final companies with established peer group financial criteria Attributes: Size Screen: Refining Criteria: Traded on a Revenue > $25B Technology-focused major U.S. Durable goods manufacturer Business Screens: exchange Strong branded consumer products Capital-intensive GICS Industry: Comparable revenue operations manufacturers and Comparable market capitalization technology Significant Comparable R&D as a percentage of companies international revenue revenue

Peer Group

3M Company General Electric Company Johnson & Johnson The Boeing Company Honeywell International Inc. PepsiCo Inc. Caterpillar Inc. HP Inc. Pfizer Inc. Deere & Company IBM Corporation The Procter & Gamble Company Ford Motor Company Intel Corporation United Technologies Corp.(1)

(1) United Technologies merged with Raytheon on April 3, 2020, forming Raytheon Technologies. United Technologies’ compensation data prior to the merger was used for 2020 compensation peer group comparisons.

All companies in the compensation peer group have been included for at least 5 consecutive years

93rd Percentile Revenue* 71st Percentile Number of Employees* 93rd Percentile CEO Tenure

25th Percentile 50th Percentile 75th Percentile GM Compared to Peer Group *Based on information from the 2020 fiscal year Form 10-K reports

ᮣ How We Use Comparator Data to Assess Compensation We benchmark pay practices and compensation levels against the proxy statement disclosures of our peer group. In addition, we use executive compensation surveys to benchmark relevant market data for executive positions and adjust this data to reflect GM’s size and market-expected compensation trends. EXECUTIVE

Furthermore, the Compensation Committee reviews an analysis completed by its independent COMPENSATION compensation consultant of the competitive position of each of our executives relative to its benchmark data.

2021 PROXY STATEMENT 47 20% STIP Stock Options 25% 16% Base 36% Cash 64% COMMITTEE Equity COMPENSATION Short-Term Long-Term Approves plan design, metrics, and goals Approves overall incentive compensation funding levels Approves individual targets and actual compensation for the most senior executives AVERAGE NEO PSU 75% Long-Term Equity 2020 TARGET COMPENSATION 84% At-Risk Pay COMMITTEE CONSULTANT PROXY STATEMENT PROXY Assists with peer group selection and analysis Advises the Committee on competitive benchmarking on pay levels, practices, and governance trends Reviews and advises on recommendations, plan design, and measures 2021 20% STIP Stock Options 25% 10% Base 70% 30% Cash CEO Equity Long-Term Short-Term PSU 75% GM 2020 TARGET COMPENSATION Long-Term Equity MANAGEMENT 90% Provides input on individual performance and results against key business goals Provides additional information as requested by the Committee Makes recommendations regarding compensation structure and design At-Risk Pay Performance-Based Compensation Structure How We Plan Compensation Our incentive plans are designedour to NEOs optimize long-term for financial delivering returns oncongestion. for the our Company’s shareholders The and vision reward andincentives performance-based tied strategy to of financial zero structure and crashes,and operational zero beyond. measures for emissions, to The and drive Compensation Company zero 2020be Committee performance in believes for the fiscal incorporated form a of year majority equity 2020 to of short-term align the the compensation interests and of opportunity executives should with long-term those of shareholders. ᮣ ᮣ We review each element of compensationour compared total with direct the compensation market (base and salary,near generally target STIP, each and the element LTIP) of market for thepositioned median. executive above group An to or be individual on belowexperience, average and element the at performance. or or market an median due individual’s to total such direct considerations compensation as may specific be responsibilities,

EXECUTIVE

COMPENSATION 48 Compensation Principles The compensation provided to our senior leaders is Market Competitive – Target compensation should guided by pay-for-performance and the following have an appropriate mix of short-term and long- principles: term pay elements and should be competitive (market median) with that paid to individuals at Align with Shareholders – Compensation paid peer group companies so that it attracts, should align directly with the long-term interests of motivates, and retains talent. our shareholders, and our executives should share with them in the performance and value of our Avoid Excessive Risk Taking – Compensation common stock. structure should avoid incentivizing unnecessary and excessive risk taking. Enable Company Strategy – Compensation should be based on challenging Company performance Simple Design – Compensation plans should be and strategic goals, which are within our easy to understand and communicate and minimize executives’ control, and reward performance unintended consequences. aligned with GM’s strategy, values, and expected behaviors.

Compensation Elements ᮣ Compensation Structure The 2020 compensation structure is market competitive with each pay element targeted at or near the market median and includes the following pay elements:

PERFORMANCE PERFORMANCE ELEMENT PURPOSE PERIOD MEASURES PAYOUT

Market-competitive base salary reflecting contribution, Base Salary background, knowledge, — — — skills, and performance

Annual cash incentive One Year EBIT-adjusted, based on achievements 1/1/2020 - Adjusted AFCF, and 0%-200% STIP of Company financial goals 12/31/2020 Strategic Goals and strategic goals

Align leadership with Three-Year Relative ROIC- PSUs long-term Company goals 1/1/2020 - adjusted 0%-200% with caps(1) and shareholder interests 12/31/2022 and Relative TSR

Align leadership with Three-Year shareholder interest in Absolute Stock Ratable Vesting Stock Options long-term stock price Price Appreciation — 10-Year Term appreciation

(1) Relative ROIC-adjusted is capped at target if GM’s ROIC-adjusted does not exceed GM’s WACC, and Relative TSR is capped at target if GM’s TSR is negative over the performance period. ᮣ Perquisites and Other Compensation We provide perquisites and other compensation to our NEOs consistent with market practices. The

following perquisites and other compensation were provided in 2020. EXECUTIVE COMPENSATION Personal Air Travel – Ms. Barra is prohibited by Company policy from commercial air travel for business and personal use due to security reasons identified by an independent third-party security consultant. As

2021 PROXY STATEMENT 49 ($) Direct Target Total Compensation ($) Stock Options (1) LTIP ($) PSUs ($) Compensation Target Total Cash ($) STIP PROXY STATEMENT PROXY 2021 (%) STIP ($) – NEOs are eligible to participate in the Executive Company Vehicle Program 625,000 125% 781,300 1,406,300 712,500 237,500 2,356,300 850,000 125% 1,062,500 1,912,500 3,065,625 1,021,875 6,000,000 800,000 125% 1,000,000 1,800,000 2,925,000 875,000 5,600,000 1,150,000 125% 1,437,500 2,587,500 3,496,875 1,165,625 7,250,000 – NEOs are eligible to receive financial counseling, estate planning, and tax 1,000,000 125% 1,250,000 2,250,000 3,937,500 1,312,500 7,500,000 – The health and wellness of our workforce is a priority, and our employees are Base Salary (2) (2) (2) (2) (2) – NEOs may receive security services, including home security systems and monitoring, for 2020 Target Compensation date of grant.Compensation A Table using a portion Monte Carlo of analysis resulting the in amounts PSU that may award be higher with or lower than performance target. tied to Relative TSR is valued in the Summary John P. Stapleton Dhivya Suryadevara Barry L. Engle II Mary T. BarraPaul A. Jacobson Mark L. Reuss 2,100,000Douglas L. Parks 200% 4,200,000Stephen K. Carlisle 1,300,000 125% 850,000 6,300,000 1,625,000 125% 11,250,000 1,062,500 3,750,000 21,300,000 2,925,000 4,275,000 1,912,500 1,425,000 3,065,625 1,021,875 8,625,000 6,000,000 Name (1) The number of PSUs awarded is determined by using the target PSU(2) value divided by Table the reflects closing full-year stock target total price direct on compensation. the NEOs indicated were only in their roles for a partial year. ᮣ Our target total direct compensation for each NEO in 2020 was as follows: a result, the Companyuse. pays Other the costs NEOs associated mayCEO with travel or the on the use company Senior of aircraft Viceuse aircraft President, in for of Global certain both Human aircraft circumstances business Resources. in withpersonal and No travel prior personal NEOs, 2020. and approval other All do than from not NEOs,pursuant the the receive CEO, including to any had our time-sharing tax personal gross-ups. CEO, agreementsFederal NEOs Aviation that incur may Administration regulations. be the imputed eligible Company income to may when reimburse personal enter aircraftCompany travel Vehicle into is Programs from used time-to-time, for and subject may use to evaluation vehiclesNEOs for are the eligible purpose to of use providing driver feedback services on provided Company bySecurity the products. Company In in addition, accordance with Companyspecific policies. security-related reasons identified bysecurity independent staff third-party security in consultants. order Wereinforces maintain our to safety culture. provide all employees withFinancial a Counseling safe andpreparation secure services environment, through an which approvedbusiness aligns provider. and These and ensure accurate services personal allow tax our reporting. NEOs toExecutive focus on Physicals Company encouraged to completeexamination an with annual an approved physical.employees provider. NEOs to These take are wellness appropriate visits steps eligibleability promote to in to perform employee the their well-being event duties. receive of and a illness enable or comprehensive a wellness medical condition that may impact their

EXECUTIVE

COMPENSATION 50 Performance Measures ᮣ How We Set Performance Targets The Compensation Committee approves the performance measures for the STIP and LTIP annually. The Compensation Committee reviews recommendations from management, receives input from its independent compensation consultant, evaluates the annual budget and mid-term business plan, and reviews prior year performance to approve value-creating goals tied to long-term shareholder value.

ᮣ 2020 STIP Performance Measures STIP performance measures are linked to the Company’s annual financial goals and strategic goals that drive our long-term strategy. The Compensation Committee annually reviews and approves STIP performance measures that align with shareholders’ interests. 2020 STIP targets were set at the beginning of the performance period based on the business plan and prior to the start of the global pandemic. Each year, the Compensation Committee approves strategic goals that align to delivering on our long- term Company strategy and objectives. Following the performance period, the Committee uses a scorecard to assess individual performance results to strategic goals and makes final compensation decisions as discussed beginning on page 57 of this Proxy Statement. STIP awards, if any, are determined based on final Company performance and the Compensation Committee’s assessment of performance to strategic goals for each NEO. The table below describes each STIP performance measure — its weighting, its target, and the leadership behavior each measure drives. The targets for EBIT-adjusted and Adjusted AFCF aligned to the guidance provided in the Form 10-K for the year ended December 31, 2019, and were set above prior year results and prior to the start of the global pandemic.

STIP Performance Measure Weight Target Leadership Behaviors EBIT-adjusted ($B)(1) 50% $12.9 Focus on operating profit and driving strong profitability Adjusted AFCF ($B)(2) 25% $7.1 Focus on driving strong cash flow to invest in the business

Strategic Goals 25% 25 pts. Focus on performance that aligns to the Company vision and drives business results

(1) Measure adjusted for incentive purposes and excludes the impact of Cruise. For a description of how EBIT-adjusted is calculated, see Appendix A of this Proxy Statement. (2) Measure adjusted for incentive purposes and excludes payments related to certain recall-related expenses attributable to events occurring in 2014. For a description of how Adjusted AFCF is calculated, see Appendix A of this Proxy Statement. EXECUTIVE COMPENSATION

2021 PROXY STATEMENT 51 Percentile Percentile th th Percentile Percentile Percentile Percentile Percentile Percentile th (1) th th th th th 25 60 100 35 Less than 35 50 75 Less than 25 Incentive Award Earned Short-Term Payout = Target (100%) Target (100%) Threshold (50%) Threshold (50%) Maximum (200%) Maximum (200%) Below Threshold (0%) Below Threshold (0%) 25% Goals Results Strategic Strategic + PROXY STATEMENT PROXY 25% AFCF Adjusted 2021 + Company Performance 50% EBIT- adjusted adjusted Focus on making sound investments that follow the disciplined capital approach of driving 20% or higher returns in world-class vehicles and leading technology Focus on delivering shareholder returns that outperform our OEM peer group 50% Target Award % Award Individual XX Opportunity Target Incentive Target Base Salary 2020–2022 LTIP Performance Measures capped at target if GM’s TSR is negative over the performance period. Relative TSR 50% Relative ROIC-adjusted Performance Measure Weight Leadership Behaviors (1) Relative ROIC-adjusted is capped at target if GM’s ROIC-adjusted does not exceed GM’s WACC, and Relative TSR is Grants made underinterests the of LTIP shareholders. arefactors When intended such determining to as grant link individualCommittee amounts, the factors responsibilities, relevant financial the experience, market compensation and interests Compensation comparisoncompensation performance. data of Committee and In consultant. input NEOs considers addition, provided The with by thefollowing its structure a the independent Compensation three-year includes performance long-term period, 75% and Stock PSUs Options vest and ratablyPSUs over are 25% three years. based Stock on Options.shown Relative on ROIC-adjusted PSUs page and cliff-vest 46 RelativeROIC-adjusted of TSR this performance and Proxy against Statement. our Relativeperformance Beginning measures OEM promote in TSR, peer the 2020, efficient group use and PSUsan of are capital both increased for equally long-term weighted growth measures focus in formeasure shareholder — Relative on value are its with weighting, stock the subject leadership behavior price each to measure appreciation. drives, performance and its The payout. caps. table The below PSU describes each PSU performance ᮣ The potential payouts for eachon Company performance actual measure Company ranges performance. fromand 0% The Adjusted to payout AFCF; 200% performance for of below target threshold thresholdas results based performance follows: in a is 0% 25% payout. Final for STIP both awards are EBIT-adjusted calculated

EXECUTIVE

COMPENSATION 52 The 2020–2022 PSUs vest and are awarded and delivered following the completion of the three-year performance period beginning January 1, 2020, and may be earned at a level between 0% and 200% of target based on actual Company results relative to the OEM peer group. Final PSU awards are calculated as follows:

Relative Relative Earned 2020–2022 X=ROIC-adjusted + TSR Long-Term PSU PSU Award 50% 50% Award

Target PSU Company Opportunity Performance

ᮣ Summary of Outstanding Performance Awards Each PSU award features a three-year performance period resulting in overlapping awards that, in aggregate, cover a five-year period. The potential payout for each PSU award ranges from 0% to 200%. The table below illustrates the performance period for the three outstanding PSU awards as of the filing date of this Proxy Statement and the corresponding performance measures and weights.

Award Performance Period Performance Measures Potential Payouts(1) Vest Date and Weight 2022 2023 2024

3 Years 2019-2021 67% Relative ROIC-adj 1/1/2019 to 0-200% 2/13/2022 PSUs 33% Relative TSR 12/31/2021

3 Years 2020-2022 50% Relative ROIC-adj 0-200% with 1/1/2020 to 2/12/2023 PSUs 50% Relative TSR (2) 12/31/2022 Payout Caps

3 Years 2021-2023 50% Relative ROIC-adj 0-200% with 1/1/2021 to 2/18/2024 PSUs 50% Relative TSR (2) 12/31/2023 Payout Caps (1) The performance of each PSU award will be measured and determined at the end of the performance period. (2) Relative ROIC-adjusted is capped at target if GM’s ROIC-adjusted does not exceed GM’s WACC, and Relative TSR is capped at target if GM’s TSR is negative over the performance period. EXECUTIVE COMPENSATION

2021 PROXY STATEMENT 53 Results Performance — How the Company performed relative to the targets set PROXY STATEMENT PROXY — How the Company continued to invest and accelerate plans — How the Company conserved cash and still delivered strong 2021 25%25% $0.0 0 pts. $7.1 25 pts. 50 pts. $8.1 25-35 pts. $2.7 50% $7.0 $12.9 $14.8 $10.6 — How the Company responded to the immediate uncertainty of — How the Company adapted to meet the continued uncertainty and (2) (1) (3) 2020 financialPerformance” results section on and page 42strategic other of goals. this key Proxy Statement, along business with theSTIP highlights collective Results achievement to as of Pre-Established Targets at detailed the beginning of in the plan year the prior toDelivering the “Our start on of Our Company the EV pandemic. andfor AV an Strategy all-electric future. COVID-19 and its swift,and societal other personal response protective equipment, of which re-focusing were in efforts short to supplyAdaptation and manufacture During desperately ventilators, needed. COVID-19 masks, challenges faced during COVID-19 and developed plans to safely reopenOperating manufacturing in sites. a COVID-19 Environment Initial Response to COVID-19 2020 STIP Results is calculated, see Appendix A of this Proxy Statement. Strategic Goals Performance PayoutPerformance Payout with 2020 Review 85%—95% of Target 73%—83% of Target EBIT-adjusted ($B) Adjusted AFCF ($B) STIP Measure Weight Threshold Target Maximum (1) Measure adjusted for incentive purposes and excludes the impact of Cruise. For a description of how EBIT-adjusted Despite the impact ofclosures and the unprecedented global global supply pandemic,reflected chain in which challenges, EBIT-adjusted the and disrupted Adjusted Company operations AFCF deliveredtarget, results. strong and and These performance, performance maximum), resulted measures comprising in andthe the goals multiple (threshold, Company performance plant portion period of prioryear. the to 2020 the In STIP, onset addition were ofperformance set to the against at pre-established COVID-19 Company strategic the pandemic goals. financial beginning and of measures, were not a adjusted portionGiven during Company the of performance, each actionsinformed NEO’s taken, judgement the STIP and Compensation results Committee evaluates approved achieved the his final during STIP or an performance displayed unprecedented her below. year, using In 2020, the Companyincluded not work only stoppages responded anditself to global the restrictions to challenges on emerge presented consumersall-electric from by that future in impacted the the the sales, areas global crisis of but pandemic, EV in also and which AV positioned During a technologies. 2020, stronger the positionFollowing Compensation by Committee accelerating the regularly ourassessment completion reviewed of long-term total and business strategy of results, assessed including: of the Company an performance. performance year, the Committee completed a comprehensive Performance Results and Compensation Decisions ᮣ

EXECUTIVE

COMPENSATION 54 (2) Measure adjusted for incentive purposes and excludes payments related to certain recall-related expenses attributable to events occurring in 2014. For a description of how Adjusted AFCF is calculated, see Appendix A of this Proxy Statement. (3) Performance results to strategic goals are discussed beginning on page 57 of this Proxy Statement.

ᮣ 2018–2020 LTIP Results The 2018–2020 PSUs vested on February 13, 2021, based on Company performance for the three-year performance period beginning January 1, 2018, against pre-established performance targets for Relative ROIC-adjusted and Relative TSR. Final LTIP performance approved by the Compensation Committee is displayed below.

Percentile Performance LTIP Measure Weight Threshold Target Maximum Results Relative ROIC-adjusted 67% 35th 60th 100th 100th Percentile Relative TSR 33% 25th 50th 75th 65th Percentile Performance Payout 187% of Target

The Company continues to focus on ROIC and delivering best results among the OEMs, while driving TSR performance with a focus on the long-term interest of our shareholders. We continue to prioritize and focus on investing in new and existing businesses, including opportunities in EV, AV, and connected services to achieve strong, profitable growth with solid return on investment.

ᮣ Response to COVID-19 The Company responded quickly to the challenges initially presented during the COVID-19 pandemic. In anticipation of possible, although unknown, ramifications of the global pandemic, the Company immediately put in place austerity measures to preserve cash and maintain our strong balance sheet in preparation for a prolonged economic downturn. The Company took the pay actions described below, suspended the dividend, drew on our revolving credit facilities, and required many employees to work from home in order to direct our critical resources to manufacturing facilities. The Company also entered into new areas of manufacturing, including partnering with Ventec Life Systems to produce life-saving ventilators in the early months of the pandemic, and manufactured masks and other personal protection equipment for global distribution to fight the spread of COVID-19. Specific pay actions taken related to COVID-19 included the following: 20% Salary Deferral — All global salaried employees, where legally allowed, had 20% of their salary deferred. This was intended as a temporary deferral and due to the successful actions on the part of the Company, all employees received full reimbursement of their deferred pay with interest in October 2020. Additional 10% Salary Reduction — Senior leaders took an additional 10% salary reduction, receiving an equivalent RSU grant (the “Salary Reduction RSUs”) on May 7, 2020. The Salary Reduction RSUs were intended to replace their cash salary for a period of six months and vested and settled on April 1, 2021, prorated for service. Downtime Pay — For employees who were unable to complete their work remotely while our facilities were closed, we provided 75% of normal pay. EXECUTIVE COMPENSATION

2021 PROXY STATEMENT 55 After the first two objectives are met, return available cash to shareholders 3. PROXY STATEMENT PROXY Maintain a strong investment-grade balance sheet, including a target average automotive cash balance of $18 billion 2021 2. — Mr. Carlisle received an additional LTIP grant of $1.97 million consisting of 75% — Mr. Stapleton received a one-time PSU grant of $1.0 million on October 1, 2020, to — Mr. Parks received an additional LTIP grant of $1.33 million consisting of 75% PSUs — Mr. Jacobson received a one-time RSU grant on December 1, 2020, worth $2.5 million Grow the business at an average ROIC-adjusted rate of 20% or greater Other Actions Taken During 2020 1. PSUs and 25% Stock Options onconnection October with 1, his 2020, promotion and to a Executive PSUleader Vice grant President of for and $0.3 President, million GM’s North on America, Decemberservices establishing sales, 1, one brands 2020, service, in in and NorthGenuine America; Parts. marketing The including across PSU Chevrolet, and2020–2022 our Buick, LTIP Stock GMC, as full Option described Cadillac, grants on portfolio page follow OnStar, 52 of the ACDelco, of terms this automotive andJohn Proxy and Statement. GM P. performance and requirements Stapleton connected of the ᮣ The Company made the followingon equity page grants 43 during of 2020 this Proxy toinvest Statement in support while future leadership navigating technologies changes challenges to as presented position by GM discussed as COVID-19 an andPaul industry continuing leader. to A. Jacobson to replace certainDecember awards 1, 2022, forfeited and the atof balance awards will his forfeited vest at previous on his December previous employer. 1, employer. 2023, Fifty whichDouglas aligns percent with L. the of Parks vesting schedule hisand 25% RSUs Stock Options will on vest Octoberimportance 1, of on 2020, following his a contributions competitiveMr. market to Parks review our of is his zero key positionOption and to emissions grants the supporting future. follow GM’s As the planspage terms head 52 to and of of this performance offer global Proxy requirements 30 Statement. product of EVs development, the globally 2020–2022Stephen by LTIP K. mid-decade. as Carlisle The described PSU on and Stock lead the finance organization asFinancial Acting Officer. The Chief PSU Financial grant Officer followsas the as described terms the on and page Company performance 52 searched requirements of of for this the a Proxy 2020–2022 Statement. new LTIP Chief As the Companyfacilities continued and to return to respond fullthe to production using COVID-19, salary robust we deferral safety protocols.facilities were earlier This by able the positioned than end the to of Company anticipatedthe the safely to three year. and end objectives open As of to disclosed our our in capital repay the allocation manufacturing program: 2020 all Form 10-K, amounts the Company drawn remains committed on to our revolving credit In making the decisions above,possible the Compensation Committee effects and Board of ofassessed Directors unforeseen these carefully considered in challengestalent. consideration and of uncertainties our posed compensation by principles and the the COVID-19 need pandemic to and retain and motivate

EXECUTIVE

COMPENSATION 56 ᮣ Compensation Decisions for Mary T. Barra

2020 TARGET Chairman and Chief Executive Officer COMPENSATION (in millions) 2020 performance highlights to strategic goals include the following: 90% of Pay is At-Risk Culture & People $ 2.10 • Exemplified a safety-first culture through our response to COVID-19 by mass producing ventilators, masks, and other personal protective equipment to support global relief Base $ 3.75 Stock Salary efforts Options • Formed the Inclusion Advisory Board to guide our work to improve diversity and inclusion by creating action plans and guiding principles of our words, our deeds, and our 30% STIP $ 4.20 culture Short-Term • Added “Be Inclusive” to our GM Behaviors to reflect a culture that values all Cash backgrounds, opinions, and ideas • Named one of the 2021 World’s Most Ethical Companies by Ethisphere for the second year in a row PSUs • Joined the Business Roundtable Multiple Pathways Initiative to hire employees based on the value of skills, rather than just degrees, to improve equity and diversity in the workplace Transformation 70% $ 11.25 Long-Term • Accelerated EV and AV initiatives by increasing investment to more than $27 billion Equity through 2025 and announcing plans to launch 30 EVs globally by 2025 • Launched new business, BrightDrop, which will offer an integrated ecosystem of first-to- last-mile electric products • Committed to carbon neutrality in global products and operations by 2040, aspiring to HISTORIC AWARDED VALUE eliminate tailpipe emissions from new light-duty vehicles by 2035 (in millions) • Earned 2020 ENERGY Partner of the Year Sustained Excellence Award for the ninth year for continued leadership and superior contributions to reducing energy intensity $22.6 • Received the Environmental Protection Agency’s 2020 Green Power Leadership Award $21.1 in Excellence in Green Power Use for our commitment to procuring renewable energy, $20.5 demonstrating progress towards our 100% renewable energy commitment • Announced by 2023, 38 models will have the Vehicle Intelligence Platform allowing for over-the-air updates Core Operations • Posted our largest year-over-year market share gain since 1990, driven by full-size trucks and SUVs and new crossover entries • Generated $122.5 billion in revenue, $6.4 billion in net income, $9.7 billion in EBIT-adjusted, 14.9% return on equity, 15.0% ROIC-adjusted, EPS-diluted of $4.33, and EPS-diluted-adjusted of $4.90 in the challenging environment of a global pandemic • GM Financial generated revenue of $13.8 billion and record EBT-adjusted of $2.7 billion • Sold more than 1 million crossovers for the third year in a row in the U.S. • Safely restarted vehicle production as a result of strong teamwork, comprehensive safety procedures, and support from our supplier partners 2018 2019 2020 The Compensation Committee made the following pay decisions based on Awarded Value performance, competitive market data, and feedback from its independent compensation consultant: Awarded Value reflects the amount included in the Summary Compensation Table, excluding Base Salary – Held base salary at $2,100,000. change in pension value and all other Short-Term Incentive – Awarded 30 points based on results to strategic goals, compensation. highlighted above, for the 2020 STIP performance year. Long-Term Incentive – In February 2020, awarded an annual LTIP grant of $15.0 million, consisting of 75% PSUs and 25% Stock Options. Salary Reduction RSUs – Received $105,020 of RSUs.

Total awarded compensation for 2020, including salary, STIP, and LTIP, is displayed below.

Pay Element Majority of Pay Is At-Risk Awarded Value Base Salary Only Fixed Pay Element $1,995,000 STIP Performance to Metrics $3,780,000 PSUs(1) Performance to Metrics and Stock Price $12,988,702 Stock Options Performance to Stock Price $3,750,002 RSUs Performance to Stock Price $105,020

TOTAL $22,618,724 EXECUTIVE COMPENSATION (1) Value reflects grant date fair value at target performance for Relative ROIC-adjusted awards and reflects the accounting value based on the results from the Monte Carlo analysis for Relative TSR awards. Represents ESG Results

2021 PROXY STATEMENT 57 $ 1.25 STIP $ 1.00 (in millions) Base Salary $5.2 2020 30% Cash (in millions) Awarded Value Short-Term $ 3.94 PSUs 2020 TARGET Stock Options 87% of Pay is At-Risk 87% of Pay is HISTORIC AWARDED VALUE COMPENSATION COMPENSATION 70% Equity Long-Term $ 1.31 Awarded Value reflectsthe the amount Summary includedchange in Compensation Table, incompensation. excluding pension value and all other PROXY STATEMENT PROXY 2021 – Awarded 25 points. Final 2020 STIP award – In December 2020, awarded an annual LTIP Performance to Metrics and Stock Price $1,975,103 – Effective December 1, 2020, upon Mr. Jacobson’s (1) Compensation Decisions for Paul A. Jacobson and reflects the accountingRelative TSR value awards. based on the results from the Monte Carlo analysis for Mr. Jacobson waseffective named Executive December Vice 1,critical President 2020. growth and initiatives, He Chief likethat Financial is EV invests in Officer and helping new AV and the existing investments,solid businesses and Company to return leading drive accelerate strong, on the profitableMr. mission- strategy growth investment. Jacobson with By is leveragingsustainable, helping inclusive, fund and the focused a on strength growth. new of chapterBy our at the core GM endcorporate that business, of revolving is credit 2020, draw electric, and theto connected, fulfilled the Company accelerate strategic decisions the had madecapitalizing business repaid in 2018 transformation on the by remaining the$4.5 strengthening balance future billion the on in core of cost business, wind-down our mobility, of savings, and and inclusive sale of of driving our $200 Thailand cost business. million efficiencies, of savings realizing related to the Executive Vice President and Chief Financial Officer Base SalarySTIPPSUs Only Fixed Pay ElementStock OptionsRSUs Performance Performance toTOTAL to Stock Metrics Price Performance to Stock Price $83,333 $525,001 $88,600 $2,500,025 $5,172,062 Pay Element Majority of Pay Is At-Risk Awarded Value (1) Value reflects grant date fair value at target performance for Relative ROIC-adjusted awards The Compensation Committeebased on made performance, competitive the marketits independent following data, compensation and consultant pay and feedback management: from decisions Base Salary hiring, set base salary at $1,000,000. Short-Term Incentive reflects aMr. prorated Jacobson was with the amount Company during 2020. basedLong-Term Incentive on the number of months grant of $2.1 million, consistingAnd, of in December 75% 2020, PSUs awarded and ato 25% one-time replace RSU Stock shares grant Options. forfeited of at $2.5 his million previous employer. Total awarded compensationLTIP, for is 2020, displayed below. including salary, STIP, and ᮣ

EXECUTIVE

COMPENSATION 58 ᮣ Compensation Decisions for Mark L. Reuss President 2020 TARGET 2020 performance highlights to strategic goals include the following: COMPENSATION (in millions) Culture & People 85% of Pay is At-Risk • Exemplified a safety-first culture through our response to COVID-19 by mass $ 1.30 producing ventilators, masks, and other personal protective equipment to support global relief efforts $ 1.43 Stock Base • Joined as one of 37 founding members of OneTen with the goal of upskilling, Options Salary hiring, and advancing 1 million Black Americans over the next 10 years into family-sustaining jobs with opportunities for advancement 34% Short-Term STIP $ 1.63 • Designated $10 million to support organizations that promote inclusion and Cash racial justice to help root out racism, bigotry, and discrimination Transformation • Kept GM’s progress towards an all-electric future on track and accelerated EV PSUs programs, including the GMC HUMMER EV and Cadillac LYRIQ • Announced $2.2 billion investment at Detroit-Hamtramck Assembly, now known as Factory ZERO, to become GM’s first manufacturing facility to be 66% $ 4.27 fully dedicated to building EVs Long-Term • Announced $2 billion investment at Spring Hill Assembly to transition the Equity facility to become GM’s third vehicle manufacturing site to produce EVs • Announced Ultifi, a reimagined, personalized EV customer experience with a single platform that simplifies discovery, education, and management of GM HISTORIC AWARDED VALUE products and services (in millions) Core Operations • Launched all-new lineup of highly profitable full-size SUVs • Introduced new brand campaign, Everybody In, our call to action to get $9.4 everyone in an EV Achieved 42% of GMC’s retail sales in the highly profitable Denali and AT4 • $7.6 trims $7.1 • Established Chevrolet as the fastest–growing full-line brand in the industry • Earned Chevrolet’s 32nd NASCAR Cup Series Drivers Championship, more than any other manufacturer, with the 2020 NASCAR Cup Series championship win by Chevrolet driver, Chase Elliott The Compensation Committee made the following pay decisions based on performance, competitive market data, and feedback from its independent compensation consultant and management: Base Salary – Effective January 1, 2020, increased base salary from $1,200,000 to $1,300,000. 2018 2019 2020 Short-Term Incentive – Awarded 30 points based on results to Awarded Value strategic goals, highlighted above, for the 2020 STIP performance year. Awarded Value reflects the amount included in Long-Term Incentive – In February 2020, awarded an annual LTIP the Summary Compensation Table, excluding grant of $5.95 million, consisting of 75% PSUs and 25% Stock change in pension value and all other Options. The LTIP award includes an additional $0.25 million above compensation. target in recognition of 2019 performance. Salary Reduction RSUs – Received $65,009 of RSUs. Total awarded compensation for 2020, including salary, STIP, and LTIP, is displayed below.

Pay Element Majority of Pay Is At-Risk Awarded Value

Base Salary Only Fixed Pay Element $1,235,000

STIP Performance to Metrics $1,462,500

PSUs(1) Performance to Metrics and Stock Price $5,152,198

Stock Options Performance to Stock Price $1,487,501

RSUs Performance to Stock Price $65,009

TOTAL $9,402,208 EXECUTIVE COMPENSATION (1) Value reflects grant date fair value at target performance for Relative ROIC-adjusted awards and reflects the accounting value based on the results from the Monte Carlo analysis for Relative TSR awards. Represents ESG Results

2021 PROXY STATEMENT 59 $ 1.06 STIP $ 0.85 (in millions) Base Salary $6.3 2020 32% Cash $ 3.07 PSUs (in millions) Awarded Value Short-Term 2020 TARGET Stock Options 86% of Pay is At-Risk 86% of Pay is HISTORIC AWARDED VALUE COMPENSATION COMPENSATION 68% Equity Long-Term Represents ESG Results $ 1.02 Awarded Value reflectsthe the amount Summary includedchange in Compensation Table, incompensation. excluding pension value and all other PROXY STATEMENT PROXY 2021 performance for Relative ROIC-adjusted awards – Received $38,754 of RSUs. – Awarded 32 points based on results to – In February 2020, awarded an annual LTIP Performance to Metrics and Stock Price $3,504,928 – Effective August 1, 2020, increased base salary from (1) Compensation Decisions for Douglas L. Parks Broke ground on newplant Ultium in Cells Lordstown, LLCyear Ohio, plant, a that nearly will 3 produce million-square-foot millions of battery cells every Announced plans to supply Hydrotecin its fuel production cell model power fuel cubes cell to EV Navistar for use Introduced new safety brand,of Periscope, zero that crashes by will integrating advanceLaunched vehicle us technology, enhanced research, towards Super and a Cruise advocacy driver world Intelligence assistance Platform availability with on the newavailability Vehicle Cadillac on Escalade 22 different and models announced by 2023 Super Cruise Agreed tobatteries jointly developBegan two joint venture all-newconventional with vehicles EVs LG Energy forLed Solution, bringing Honda development EVs basedexpected closer in in to on next-generation cost enablereduce to Ultium twice cost Ultium by the 60% battery energy density chemistry, of which batteries in is use today and Committed to hire 3,000 newhelp employees transform across the engineering, future of design, product and development IT and to software as a service Led the developmentelectric of supertruck with the off-road capability GMC1,000 powered horsepower by HUMMER and Ultium 11,500 Drive EV lb-ft with of up Edition torque to 1, a first-of-its-kind Exemplified a safety-first cultureproducing through our ventilators, response masks, tosupport global COVID-19 and relief by efforts mass otherResponded personal quickly protectiveworking equipment to with Ventec Life to shift Systems and hundreds production of GM suppliers to build critical-care ventilators, and reflects theRelative TSR accounting awards. value based on the results from the Monte Carlo analysis for • • Core Operations • • • • • • • Transformation • 2020 performance highlights to strategic goals includeCulture the & following: People • Executive Vice President, Global Product Development, Purchasing and Supply Chain Stock OptionsRSUsTOTAL Performance to Stock Price Performance to Stock Price $1,021,888 $38,754 $6,310,570 Base SalarySTIPPSUs Only Fixed Pay Element Performance to Metrics $767,500 $977,500 Pay Element Majority of Pay Is At-Risk Awarded Value (1) Value reflects grant date fair value at target The Compensationbased Committee on made performance, competitiveits the market independent compensation data, following consultant and and feedback management: payBase from Salary decisions $775,000 to $850,000. Short-Term Incentive strategic goals, highlighted above, for the 2020Long-Term STIP performance Incentive year. grant of $2.76 million.grant In of October $1.33 2020, million.Stock awarded Both Options. an grants additional consisted LTIP ofSalary 75% Reduction PSUs RSUs and 25% Total awarded compensationLTIP, for is displayed 2020, below. including salary, STIP, and ᮣ

EXECUTIVE

COMPENSATION 60 ᮣ Compensation Decisions for Stephen K. Carlisle

Executive Vice President and President, North America 2020 TARGET 2020 performance highlights to strategic goals include the following: COMPENSATION (in millions) Culture & People 86% of Pay is At-Risk • Exemplified a safety-first culture through our response to COVID-19 by mass $ 0.80 producing ventilators, masks, and other personal protective equipment to support global relief efforts Base $ 0.88 Stock Salary • Serves as executive champion of GM PLUS, an Employee Resource Group Options committed to fostering visibility, empowerment, education, advocacy, recruitment, and retention for LGBTQ and allied employees 32% STIP $ 1.00 Short-Term Transformation Cash • Accelerated plans for LYRIQ, Cadillac’s first all-electric vehicle, and revealed the GMC HUMMER EV • Expanded our customer care initiative through the CLEAN program, a CDC/ PSUs EPA-approved program with guidelines for safely reopening dealerships • Completed power purchase agreement for a 180-megawatt solar project to supply three GM sites with sustainable solar power energy 68% $ 2.92 Core Operations Long-Term Equity • Achieved year-over-year retail, fleet, and total U.S. market share growth • Achieved record U.S. retail average transaction price of $39,356 • Achieved highest-ever U.S. retail average transaction price for full-size trucks HISTORIC AWARDED VALUE of $47,559, driven by the Chevrolet Silverado and best full-year retail and (in millions) total sales ever of the GMC Sierra, with industry-record average transaction prices for LD and HD models • Achieved the highest year-over-year share growth in the industry in Canada $5.9 • Announced plans to expand full-size pickup truck production to Oshawa Assembly in early 2022 as part of ratified labor agreement with Unifor • Launched all-new line-up of full-size SUVs, including the Cadillac Escalade, 40% of which transacted above $100,000

The Compensation Committee made the following pay decisions based on performance, competitive market data, and feedback from its independent compensation consultant and management: Base Salary – Effective July 15, 2020, upon Mr. Carlisle’s promotion, increased base salary from $700,000 to $800,000. Short-Term Incentive – Awarded 32 points based on results to strategic goals, highlighted above, for the 2020 STIP performance year. 2020 Long-Term Incentive – In February 2020, awarded an annual LTIP Awarded Value grant of $1.53 million, consisting of 75% PSUs and 25% Stock Options. Upon Mr. Carlisle’s promotion, awarded LTIP grants in Awarded Value reflects the amount included in the Summary Compensation Table, excluding October 2020 of $1.97 million, consisting of 75% PSUs and 25% change in pension value and all other Stock Options, and in December 2020 of $0.3 million consisting of compensation. 100% PSUs. Salary Reduction RSUs – Received $35,007 of RSUs. Total awarded compensation for 2020, including salary, STIP, and LTIP, is displayed below.

Pay Element Majority of Pay Is At-Risk Awarded Value Base Salary Only Fixed Pay Element $711,136 STIP Performance to Metrics $920,000 PSUs(1) Performance to Metrics and Stock Price $3,355,766 Stock Options Performance to Stock Price $875,009 RSUs Performance to Stock Price $35,007 TOTAL $5,896,918

(1) Value reflects grant date fair value at target performance for Relative ROIC-adjusted awards EXECUTIVE

and reflects the accounting value based on the results from the Monte Carlo analysis for COMPENSATION Relative TSR awards.

Represents ESG Results

2021 PROXY STATEMENT 61 $ 1.44 $6.2 STIP $ 1.15 (in millions) Base Salary $6.6 36% Cash $ 3.49 PSUs Awarded Value (in millions) Short-Term 2020 TARGET Stock Options 84% of Pay is At-Risk 84% of Pay is $5.1 2018 2019 2020 HISTORIC AWARDED VALUE COMPENSATION COMPENSATION 64% Equity Long-Term $ 1.17 Awarded Value reflects the amountthe included in Summary Compensationchange Table, excluding incompensation. pension value and all other PROXY STATEMENT PROXY 2021 – Received $57,514 of RSUs. – Ms. Suryadevara did not receive a payout for – In February 2020, awarded an annual LTIP Performance to Metrics and Stock Price $4,232,180 – Effective January 1, 2020, increased base salary from (1) Compensation Decisions for Dhivya Suryadevara and reflects the accountingRelative TSR value awards. based on the results from the Monte Carlo analysis for Ms. Suryadevara resigned as Executive Viceeffective President September and 1, Chief 2020. Financial Officer, Former Executive Vice President and Chief Financial Officer Stock OptionsRSUs Performance toTOTAL Stock Price Performance to Stock Price $1,221,878 $57,514 $6,230,322 Base SalarySTIPPSUs Only Fixed Pay Element Performance to Metrics $718,750 $— Pay Element Majority of Pay Is At-Risk Awarded Value (1) Value reflects grant date fair value at target performance for Relative ROIC-adjusted awards the 2020 STIP performance year. Long-Term Incentive The Compensation Committeebased on made performance, competitive the marketits independent following data, compensation and consultant pay and feedback management: from decisions Base Salary $1,000,000 to $1,150,000. Short-Term Incentive grant of $4.89Options. The million, LTIP consisting awardtarget includes of in an recognition 75% additional of 2019 $0.23all performance. PSUs million PSUs Ms. and above Suryadevara and Stock forfeited Options upon 25% her termination. Stock Salary Reduction RSUs ᮣ Ms. Suryadevaratermination. forfeited aTotal portion awarded compensation ofLTIP, for is 2020, displayed the below. including salary, RSUs STIP, and upon her

EXECUTIVE

COMPENSATION 62 ᮣ Compensation Decisions for John P. Stapleton Vice President and Chief Financial Officer, North America, and 2020 TARGET Former Acting Chief Financial Officer COMPENSATION (in millions) Mr. Stapleton served as Acting Chief Financial Officer from August 15, 2020, 73% of Pay is At-Risk through November 30, 2020. $ 0.63 $ 0.24 Stock Options The Compensation Committee made the following pay decisions Base based on performance, competitive market data, and feedback from Salary

$ 0.71 PSUs 60% its independent compensation consultant and management: Short-Term Cash Base Salary – Effective August 15, 2020, upon Mr. Stapleton’s appointment to Acting Chief Financial Officer, increased base salary STIP to $625,000.

Short-Term Incentive – Awarded 35 points for the 2020 STIP 40% $ 0.78 Long-Term performance year for his integral role in the position of Acting Chief Equity Financial Officer and transitioning the duties of Executive Vice President and Chief Financial Officer from Ms. Suryadevara to HISTORIC AWARDED VALUE Mr. Jacobson. (in millions) Long-Term Incentive – In February 2020, awarded an annual LTIP grant of $0.9 million, consisting of 75% PSUs and 25% Stock $3.5 Options. In October 2020, awarded a one-time PSU grant of $1.0 million to lead the finance organization as the Company searched for a new Chief Financial Officer. Salary Reduction RSUs – Received $28,163 of RSUs. Total awarded compensation for 2020, including salary, STIP, and LTIP, is displayed below.

Pay Element Majority of Pay Is At-Risk Awarded Value Base Salary Only Fixed Pay Element $556,320 2020 STIP Performance to Metrics $742,200 Awarded Value PSUs(1) Performance to Metrics and Stock Price $1,899,343 Awarded Value reflects the amount included in Stock Options Performance to Stock Price $225,001 the Summary Compensation Table, excluding change in pension value and all other RSUs Performance to Stock Price $28,163 compensation. TOTAL $3,451,027

(1) Value reflects grant date fair value at target performance for Relative ROIC-adjusted awards and reflects the accounting value based on the results from the Monte Carlo analysis for Relative TSR awards. EXECUTIVE COMPENSATION

2021 PROXY STATEMENT 63 $ 1.06 STIP $5.3 $ 0.85 2020 (in millions) Base Salary 32% Cash $ 3.07 PSUs (in millions) Awarded Value Short-Term $5.0 2019 2020 TARGET Stock Options 86% of Pay is At-Risk 86% of Pay is HISTORIC AWARDED VALUE COMPENSATION COMPENSATION 68% Equity Long-Term $ 1.02 Awarded Value reflects the amountthe included in Summary Compensationchange Table, excluding incompensation. pension value and all other PROXY STATEMENT PROXY 2021 – Received $42,502 of RSUs. Mr. Engle – Mr. Engle did not receive a payout for the – In February 2020, awarded an annual LTIP Performance to Metrics and Stock Price $3,669,312 – Effective January 1, 2020, increased base salary from (1) Compensation Decisions for Barry L. Engle II and reflects the accountingRelative TSR value awards. based on the results from the Monte Carlo analysis for On July 6, 2020, the Companyas determined that Executive Mr. Engle Vice wouldtransition leave his President of position and hisMr. duties President, Engle and North entered responsibilitiesqualified America, into termination to and without a Mr. cause supportProgram. under separation Carlisle. Mr. the the Engle The agreement terms is of subject Company on toand the the and Executive other September terms Severance standard of 1, a covenants.Statement. one-year 2020, For non-compete agreement additional as details, a see page 79 of this Proxy Former Executive Vice President and President, North America Stock OptionsRSUs Performance toTOTAL Stock Price Performance to Stock Price $1,059,378 $42,502 $5,302,443 Pay ElementBase SalarySTIP Majority of Pay Is At-RiskPSUs Only Fixed Pay Element Performance to Metrics Awarded Value $531,251 $— (1) Value reflects grant date fair value at target performance for Relative ROIC-adjusted awards $800,000 to $850,000. Short-Term Incentive 2020 STIP performance year. Long-Term Incentive grant of $4.24Options. The million, LTIP consisting awardtarget of includes in an recognition 75% additional of $0.15and 2019 PSUs performance. million and Stock Mr. above Engle 25% Options forfeitedProgram upon PSUs Stock his in termination. accordance withSalary the Reduction Executive RSUs Severance The Compensation Committeebased on made performance, competitive the marketits independent following data, compensation and consultant pay and feedback management: from decisions Base Salary forfeited a portion of the RSUs upon his termination. Total awarded compensationLTIP, for is 2020, displayed below. including salary, STIP, and ᮣ

EXECUTIVE

COMPENSATION 64 Compensation Policies and Governance Practices ᮣ Stock Ownership Requirements The Company requires our senior leaders to own GM stock to align their interests with those of our shareholders. Our stock ownership requirements: • Cover all senior leaders • Set five years as the time frame to meet ownership requirements • Require senior leaders to hold vested shares to maintain ownership requirements • Establish a multiple of each executive’s base salary on the date first covered • Make it possible to meet ownership requirements by owning either a multiple of base salary in shares or a required number of shares • Count only actual share holdings and unvested RSUs

The table below shows the stock ownership requirement by level in the Company. As of December 31, 2020, all NEOs have met or are on track to meet stock ownership requirements by their respective dates.

Stock Ownership Covers All Senior Executives and Above CEO 6X annual salary 31.0 times President and Executive Vice President 4X annual salary annual salary

Senior Vice President 3X annual salary The value of GM common stock held by GM’s Chairman and CEO, Mary T. Barra, Senior Executive 1X annual salary as of April 1, 2021

ᮣ Compensation Risk Assessment The Compensation Committee annually reviews the potential impact of our compensation programs on organizational risk. The Compensation Committee discusses the compensation programs and risk mitigation features when evaluating whether the programs encourage or reward employees for engaging in excessive, imprudent, inappropriate, or unnecessary risk.

The annual risk review, completed on December 7, 2020, with assistance from our human resources, audit, and legal organizations, involved analyzing our current compensation programs in relation to risk. Our analysis concluded that our compensation programs include the following risk mitigation features:

Mix of Pay Elements – Base salary, STIP, PSUs, and Stock Options are included in the executive compensation program, and, for 2020, Salary Reduction RSUs.

Short-Term and Long-Term Programs – The mix of our short-term and long-term compensation programs appropriately reward employees while balancing risk through the delayed payment of long- term awards.

Adjustments to Compensation – Maximum payout caps are in place for incentive compensation, and the Compensation Committee has the ability to apply negative discretion.

Compensation Committee Oversight – Our Compensation Committee reviews plan performance and approves all executive compensation programs and payouts.

Multiple Performance Measures – Multiple performance measures work together to balance risk in our

incentive compensation programs. EXECUTIVE COMPENSATION Stock Ownership Requirements – All senior leaders are subject to stock ownership requirements of at least 1x their salary, as described above.

2021 PROXY STATEMENT 65 ). The Awards Company Unvested Cancellation of the STIP or LTIP conduct deemed and Outstanding STIP, PSUs, RSUs, detrimental to the and Stock Options All employees that Employee engages in receive awards through investor.gm.com/resources . senior leaders Stock Options non-compete or PSUs, RSUs, and Cancellation and Employee violates Approximately 275 of Non-Compete and non-solicitation terms Non-Solicitation Terms Clawback Due to Violation PROXY STATEMENT PROXY investor.gm.com/resources 2021 – All awards are subject to our Policy on Recoupment of Incentive by the policy or an accounting Clawback Policy STIP, PSUs, RSUs, and Stock Options Following employee specified financial or executives under the materially inaccurate Executive officers and reputational damage, a misconduct that causes restatement, as defined performance calculation, purview of the Committee Trading GM Securities Policy on Recoupment of Incentive Compensation Awards Subject to Cancellation, Forfeiture, and/or Recoupment Event Applicable Covered Population Our Insider Tradingpossession of Policy material prohibits nonpubliccommon information our and stock employees during by otherpre-established from periods closed directors, after buying periods. receiving executive Any preclearance orpreapproved by sale officers, and a pre-established selling or Rule member and purchase 10b5-1 of GM plan. the of all GM securities Legal otherTrading Staff when in or senior pursuant GM in to leaders derivatives a activities, (i.e., must and pledging puts of be or GM securities calls),to made is be engaging prohibited in for during in compliance all with employees. short the Allstock. sales Insider executive This Trading officers or policy Policy are is and expected otherwise posted to on engaging not our hedge in website nor at hedging pledge any shares of GM common ᮣ Committee is empoweredexpanded to this recoup capabilitymisconduct that to (“clawback”) causes include specified compensationcalculation, financial other paid or or reputational executives to damage, acompensation. an under executive The materially Committee its inaccurate accounting may officers, performance also purview.employee restatement, cancel and if outstanding In that equity-based the employee it awards engages the in granted Committee conduct to event detrimental any to covered may the of Company. seek employee to clawback paid incentive ᮣ The Compensation Committee approvedCompensation an Amended on and Restated December Policy 7, on Recoupment 2020 of Incentive (available on our website at Clawback and Cancellation Provisions Compensation, as described below. InLTIP awards. addition, cancellation provisions apply to allIn outstanding 2020, STIP the and Compensation Committeemitigation determined features that our and compensation doinappropriate, programs not have or sufficient encourage unnecessary risk ordetermined risk. our reward compensation Based programs employees to for be on low engaging risk. the in Compensation excessive, Committee’s imprudent, review, the Committee

EXECUTIVE

COMPENSATION 66 ᮣ Tax Considerations The Tax Cuts and Jobs Act enacted on December 22, 2017, modified Internal Revenue Code (“IRC”) Section 162(m) and, among other things, limits the federal tax deduction for annual individual compensation paid up to $1 million for NEOs beginning with the 2018 tax year. Previously, compensation paid in excess of $1 million could be deducted if it was performance-based. The Tax Cuts and Jobs Act includes a transition relief rule in which these changes do not apply to compensation payable pursuant to a written binding contract in effect on November 2, 2017, and is not materially modified after that date. To the extent it is applicable to our existing arrangements, the Compensation Committee may avail itself of this rule. The Committee continues to closely align executive pay with performance, regardless of the performance-based exception being removed under IRC Section 162(m).

ᮣ Compensation Committee and Consultant Independence Our Compensation Committee is composed entirely of independent directors as determined by the Board under NYSE guidelines and as defined for various regulatory purposes. The Compensation Committee was assisted by Frederic W. Cook & Co., Inc. (“FW Cook”) for 2020. FW Cook is an independent compensation consulting firm that takes direction from and is solely responsible to the Compensation Committee. The Compensation Committee is also aided in its deliberations by in-house legal counsel. Under its charter, the Compensation Committee has the authority to hire outside consultants and advisors at the Company’s expense. The Compensation Committee retains the services of an independent consultant for advice on issues related to the compensation of NEOs and other executive compensation- related matters. A representative from FW Cook attended all Compensation Committee meetings, either in person or via telephone, consulted with and advised the Compensation Committee members on executive compensation, including the structure and amounts of various pay elements, and developed executive benchmarking data. FW Cook does not provide services to the Company’s management. The Compensation Committee annually reviews the performance of its compensation consultant and considers the following factors when assessing the independence of FW Cook in accordance with NYSE standards: • Services provided to GM management outside the services provided to the Compensation Committee • Fees paid as a percentage of total revenue • Policies and procedures designed to prevent conflicts of interest • Any business or personal relationships between members of the Compensation Committee and FW Cook • Stock ownership by employees of FW Cook • Any business or personal relationships between GM and FW Cook After reviewing the performance and independence of their consultant, the Compensation Committee determined FW Cook was independent based on the standards above.

ᮣ Employment and Termination Agreements The Company has no employment or pre-defined termination agreements with any of our 2020 NEOs. All NEOs participate in the General Motors LLC U.S. Executive Severance Program filed as an exhibit to the 2020 Form 10-K. EXECUTIVE COMPENSATION

2021 PROXY STATEMENT 67 Compensation Committee Carol M. Stephenson (Chair) Wesley G. Bush Joseph Jimenez Patricia F. Russo PROXY STATEMENT PROXY 2021 The CompensationDiscussion Committee and has Analysis and,Directors reviewed based that on and the thatincorporated discussed review Compensation by and Discussion with discussion, reference andDecember has management 31, 2020, Analysis into recommended as the filed to be with the the the included Compensation U.S. Board Company’s Securities and in of Exchange Annual Commission this on February Report Proxy 10, 2021 on Statement . and Form 10-K for the year ended Compensation Committee Report

EXECUTIVE

COMPENSATION 68 Executive Compensation Tables ᮣ Summary Compensation Table

Change in Pension Value and Nonequity NQ Deferred Name and Stock Option Incentive Plan Compensation All Other Principal Salary Bonus Awards(2) Awards(3) Compensation(4) Earnings(5) Compensation(6) Total Position(1) Year ($) ($) ($) ($) ($) ($) ($) ($)

Mary T. Barra 2020 1,995,000 — 13,093,722 3,750,002 3,780,000 423,608 615,655 23,657,987 Chairman and Chief 2019 2,100,000 — 12,141,801 3,525,000 2,730,000 302,986 831,080 21,630,867 Executive Officer 2018 2,100,000 — 11,081,760 3,425,006 4,452,000 — 811,684 21,870,450

Paul A. Jacobson 2020 83,333 — 4,475,128 525,001 88,600 — 7,610 5,179,672 Executive Vice President and Chief Financial Officer

Mark L. Reuss 2020 1,235,000 — 5,217,207 1,487,501 1,462,500 333,492 227,702 9,963,402 President 2019 1,200,000 — 4,133,385 1,200,000 1,050,000 250,488 348,374 8,182,247

2018 1,200,000 — 3,276,007 1,012,504 1,590,000 — 277,579 7,356,090

Douglas L. Parks 2020 767,500 — 3,543,682 1,021,888 977,500 260,113 163,025 6,733,708 Executive Vice President, Global Product Development, Purchasing and Supply Chain

Stephen K. Carlisle 2020 711,136 — 3,390,773 875,009 920,000 232,390 160,155 6,289,463 Executive Vice President and President, North America

Dhivya Suryadevara 2020 718,750 — 4,289,694 1,221,878 — 995 119,622 6,350,939 Former Executive Vice 2019 1,000,000 — 3,659,772 1,062,503 875,000 2,890 167,392 6,767,557 President and Chief Financial Officer 2018 668,100 — 2,446,635 796,263 1,192,500 — 402,592 5,506,090

John P. Stapleton 2020 556,320 — 1,927,506 225,001 742,200 164,734 131,040 3,746,801 Vice President and Chief Financial Officer, North America, and Former Acting Chief Financial Officer

Barry L. Engle II 2020 531,251 — 3,711,814 1,464,369 — — 2,458,665 8,166,099 Former Executive Vice 2019 800,000 — 2,747,276 800,003 650,000 — 149,005 5,146,284 President and President, North America

(1) Titles reflect position as of December 31, 2020. Messrs. Jacobson, Parks, Carlisle, and Stapleton were not NEOs in 2018 or 2019. Mr. Engle was not an NEO in 2018. EXECUTIVE COMPENSATION

2021 PROXY STATEMENT 69 ($) 2020 Maximum Percent of Target Valuation Price as a ($) 3,178,130 6,356,260 1,575,015 3,150,030 11,250,011 22,500,022 4,462,513 8,925,026 2020 Target Risk-Free Interest Rate Valuation Price PROXY STATEMENT PROXY 2021 Value of PSU Awards at Target and Maximum Performance 12/1/2020 $44.68 42% 0.17% $67.38 150.8% 10/1/2020 $30.38 45% 0.15% $37.67 124.0% Grant Date Stock Price Implied Volatility 2/12/2020 $35.49 25% 1.42% $46.46 130.9% 12/1/2020 2.00% 42% 0.45% 5.20 years $13.83 10/1/2020 1.94% 44% 0.30% 5.37 years $9.96 Grant Date Dividend Yield Implied Volatility Risk-Free Interest Rate Expected Option Life Grant Date Fair Value 2/12/2020 4.28% 25% 1.50% 6.00 years $5.04 Mary T. Barra Paul A. Jacobson Mark L. Reuss Douglas L. ParksStephen K. CarlisleDhivya SuryadevaraJohn P. StapletonBarry L. Engle II 3,065,650 2,925,066 3,665,656 1,675,038 6,131,300 5,850,132 7,331,312 3,350,076 For Mr. Engle, the amountas also reflects of the July incremental 6, fair value 2020,agreement, computed totaling associated in with $404,991. accordance modifications Upon with made FASB theirforfeited a ASC to terminations, portion Topic certain Ms. of 718 option the Suryadevara Stock awards forfeited Options. in all connection Stock with Options, the and separation Mr.annual Engle performance goalsdetermined by the and Compensation Committee; individualMr. results Jacobson are performance. received discussed a beginning IndividualMs. prorated on Suryadevara STIP and page performance award Mr. 57 Engle based of did decisions on not this receive the Proxy a for number Statement. STIP payout of each due months to he theirto NEO departures was year-over-year from with the variances are Company. the incontributions Company applicable in to discount 2020. tax-qualified rates, andProxy lump Statement. non-tax-qualified The sum plans, Company interest does as notand rates, described credit no mortality interest in at interest rates, above-market “Pension amounts rates andplans. Benefits” to are employer any on included deferred retirement in page accounts, these 76 totals. of Mr. this Jacobson and Mr. Engle are not eligible for DB pension with FASB ASC Topic 718the using Stock a Options Black-Scholes are valuation. summarized below: The assumptions used for the Black-Scholes valuation of There is no dividend yieldthe as dividends PSUs are valued assumed to basedmaximum be performance. reinvested on for Upon the the their TSR closing terminations,the calculation. Ms. Salary stock The Suryadevara Reduction table price RSUs. and below Mr. on shows Engle the forfeited all date PSUs of and grant a portion and of the maximum grant value based on with Financial Accounting Standardswill Board vest (“FASB”) based Accounting onPSUs Standards GM’s for Codification the performance (“ASC”) 2020–2022 against Topic performancevaluation Relative period 718. of is the ROIC-adjusted PSUs Relative 200% and TSR of portion Relative PSUs of granted. the TSR. PSUs The The are assumptions summarized maximum used below: for award the for Monte Carlo (4) All NEOs were eligible for a payment under the STIP for 2020 performance based on the Company’s achievement of (5) These amounts represent the actuarial change in the present value of the NEO’s accrued benefit for 2020 attributed (6) The amounts included as All Other Compensation are described in the table below. (3) Option Awards displays the grant date fair value of Stock Options issued under the LTIP, computed in accordance (2) Stock Awards displays the grant date fair value of PSUs and RSUs issued under the LTIP, computed in accordance

EXECUTIVE

COMPENSATION 70 All Other Compensation

M. T. P. A. M. L. D. L. S. K. D. J. P. B. L. Barra Jacobson Reuss Parks Carlisle Suryadevara Stapleton Engle ($) ($) ($) ($) ($) ($) ($) ($) Perquisites and Other Personal Benefits(1) 235,587 943 31,077 27,212 20,435 24,458 27,007 29,894 Employer Contributions to Savings Plans(2) 363,300 6,667 186,500 129,700 134,114 92,500 100,356 68,500 Life and Other Insurance Benefits(3) 13,735 — 8,247 4,994 4,584 1,578 2,864 3,588 Other(4)(5) 3,033 — 1,878 1,119 1,022 1,086 813 2,356,683 TOTAL 615,655 7,610 227,702 163,025 160,155 119,622 131,040 2,458,665

(1) The amounts included as Perquisites and Other Personal Benefits are described in the table below. (2) Includes employer contributions to tax-qualified and non-tax-qualified savings and retirement plans during 2020. (3) Includes premiums paid by the Company for Group Variable Universal Life insurance for executives. Executives are responsible for any ordinary income taxes resulting from the cost of the GM-paid premiums. For Ms. Barra, amounts also include the Company’s cost of premiums for providing personal accident insurance for members of the Board. (4) Reflects interest paid on repayment of the salary deferral discussed on page 55 of this Proxy Statement. (5) Reflects Mr. Engle’s payment upon separation pursuant to the terms of the Executive Severance Program. For additional details, see page 79 of this Proxy Statement.

Perquisites and Other Personal Benefits

M. T. P. A. M. L. D. L. S. K. D. J. P. B. L. Barra Jacobson Reuss Parks Carlisle Suryadevara Stapleton Engle ($) ($) ($) ($) ($) ($) ($) ($) Personal Travel(1) 158,199 — — — — — — — Security(2) 39,767 — 2,694 — — — — — Company Vehicle Programs(3) 23,650 943 14,412 13,241 6,464 15,137 15,001 16,803 Executive Physical(4) 4,650 — 4,650 4,650 4,650 — 4,650 4,650 Financial Counseling(5) 9,321 — 9,321 9,321 9,321 9,321 7,356 8,441 Other(6) ————— ——— TOTAL 235,587 943 31,077 27,212 20,435 24,458 27,007 29,894

(1) Personal travel, pursuant to Company policy as discussed on page 49 of this Proxy Statement, includes incremental costs (fuel, flight crew expenses, landing fees, ground transportation fees, and other miscellaneous variable expenses) associated with aircraft use. Ms. Barra serves on outside boards, which we view as directly and integrally related to her role as Chairman and CEO and her professional development. The cost of travel to outside boards for 2020 was $40,917 and is excluded from the amount above. (2) Amounts include the incremental cost of providing security services and residential security system monitoring for Ms. Barra and Mr. Reuss as recommended by an independent third-party security consultant. For security personnel employed by the Company, the cost is the actual incremental cost of expenses incurred by the security personnel. Total salary, wages, and benefits are not allocated, as the Company already incurs these costs for business purposes. (3) Includes the cost of providing , drivers, and the estimated annual lease value of the Company vehicles, inclusive of fuel and insurance, driven by NEOs. The annual lease value is included because it is more reflective

of the value of the Company vehicle perquisite than of the Company’s incremental costs, which are generally EXECUTIVE significantly lower because the Company manufactures and ordinarily disposes of Company vehicles for a COMPENSATION profit, resulting in minimal incremental costs, if any. Taxes related to imputed income are the responsibility of each participant.

2021 PROXY STATEMENT 71 (1) of Stock Fair Value Grant Date and Option Awards($) Option Awards or Base Price of Exercise ($/share) 37,961 44.68 525,001 33,417 30.38 332,834 Option 136,717 35.49 689,054 75,64549,574 35.49 30.38 381,251 493,758 295,139 35.49 1,487,501 Awards: 744,048 35.49 3,750,002 All Other Securities Number of Underlying Options (#) Stock Awards: Stock or Units (#) All Other Shares of Number of (#) Maximum (#) Target Plan Awards (#) Under Equity Incentive Estimated Future Payouts Threshold ($) Maximum ($) PROXY STATEMENT PROXY Target 2021 Plan Awards ($) Estimated Future Payouts Under Non-Equity Incentive Threshold Date Approval Date Grant PSU 2/12/2020 12/9/2019 79,248 316,991 633,982 12,988,702 PSU 12/1/2020 10/16/2020 8,813 35,251 70,502 1,975,103 PSU 2/12/2020 12/9/2019PSU 2/12/2020PSU 12/9/2019 10/1/2020 8/10/2020 31,435 125,740PSU 251,480 2/12/2020PSU 12/9/2019 10/1/2020PSU 8/10/2020 12/1/2020 11/5/2020 14,562 58,246 116,492 8,217 32,867 65,734 5,152,198 8,057 32,228 12,190 64,456 48,758 97,516 1,679 6,715 2,386,631 13,430 1,118,297 1,320,543 1,658,992 376,231 RSU 5/7/2020 3/25/2020 4,680 105,020 RSU 12/1/2020 10/16/2020 55,954 2,500,025 RSU 5/7/2020 3/25/2020RSU 5/7/2020 3/25/2020RSU 5/7/2020 3/25/2020 2,897 1,727 65,009 38,754 1,560 35,007 STIP 1/1/2020 12/9/2019 62,500 1,000,000 2,000,000 Type Award Options 2/12/2020 12/9/2019 Options 12/1/2020 10/16/2020 Options 2/12/2020 12/9/2019 Options 2/12/2020Options 12/9/2019 10/1/2020 8/10/2020 Options 2/12/2020Options 12/9/2019 10/1/2020 8/10/2020 included in sponsorship agreements and typicallywere result no in no incremental incremental costs costslimited associated to souvenirs the with may Company. the be In included personal 2020, asthe there use part Company. of of a tickets sponsorship to agreement and GM-sponsored no events. incremental Occasionally, costs are incurred by Grants of Plan–Based Awards (4) Costs associated with executive physicals(5) with our approved Costs provider. associated with financial counseling(6) and estate planning Occasionally, services with unused our approved tickets provider. from sponsorship agreements are made available for personal use. Tickets are Mary T. Barra STIP 1/1/2020 12/9/2019 262,500 4,200,000 8,400,000 Name Paul A. Jacobson STIP 12/1/2020 10/16/2020 78,125 1,250,000 2,500,000 Mark L. Reuss STIP 1/1/2020 12/9/2019 101,563 1,625,000 3,250,000 Douglas L. Parks STIP 1/1/2020 12/9/2019 66,407 1,062,500 2,125,000 Stephen K. Carlisle ᮣ STIP awards for the 2020granted performance to year were each made NEO under priorafter the to June terms June of 17, 17, the 2020, 2017 2020,performance were STIP. period were Equity and under under awards will the the be termsachievement earned terms of of at of performance a the conditions level the 2017 relating between to LTIP, 2020year 0% Relative grants performance and LTIP. ROIC-adjusted and made 200% period PSUs Relative of from on TSR vest target. January or overthree-year PSUs 1, and a are 2020, three- period. deliver based to The on at December the 31, Salary theNEOs’ 2022. cash Reduction end Stock salary RSUs Options of for vest a granted the ratablyThe period on over RSUs of a granted six May to months, 7, Mr. andemployer. Jacobson vested 2020, on and were December Fifty settled 1, on intended 2020, April percentDecember replace to 1, 1, certain 2021, of replace 2023, awards prorated which forfeited the for his aligns by service. with his the RSUs previous vesting schedule will of awards forfeited vest at his on previous employer. December 1, 2022, and the balance will vest on

EXECUTIVE

COMPENSATION 72 All Other All Other Estimated Future Payouts Estimated Future Payouts Stock Option Exercise Under Non-Equity Incentive Under Equity Incentive Awards: Awards: or Base Grant Date Plan Awards Plan Awards Number of Number of Price of Fair Value Shares of Securities Option of Stock Award Grant Approval Threshold Target Maximum Threshold Target Maximum Stock or Underlying Awards and Option Name Type Date Date ($) ($) ($) (#) (#) (#) Units (#) Options (#) ($/share) Awards($)(1) Dhivya STIP 1/1/2020 12/9/2019 89,844 1,437,500 2,875,000 Suryadevara Options(2) 2/12/2020 12/9/2019 242,436 35.49 1,221,878 PSU(2) 2/12/2020 12/9/2019 25,822 103,287 206,574 4,232,180 RSU(2) 5/7/2020 3/25/2020 2,563 57,514 John P. STIP 1/1/2020 12/9/2019 48,832 781,300 1,562,600 Stapleton Options 2/12/2020 12/9/2019 44,643 35.49 225,001 PSU 2/12/2020 12/9/2019 4,755 19,020 38,040 779,345 PSU 10/1/2020 8/10/2020 8,229 32,917 65,834 1,119,998 RSU 5/7/2020 3/25/2020 1,255 28,163 Barry L. Engle II STIP 1/1/2020 12/9/2019 66,407 1,062,500 2,125,000 Options(3) 2/12/2020 12/9/2019 210,194 35.49 1,059,378 PSU(3) 2/12/2020 12/9/2019 22,388 89,550 179,100 3,669,312 RSU(3) 5/7/2020 3/25/2020 1,894 42,502 Options(4) 7/6/2020 70,065 35.49 80,575 Options(4) 7/6/2020 20,966 37.76 18,136 Options(4) 7/6/2020 53,334 39.00 43,201 Options(4) 7/6/2020 66,426 41.40 42,513 Options(4) 7/6/2020 78,750 34.34 67,725 Options(4) 7/6/2020 151,327 30.67 152,841

(1) This column shows the aggregate grant date fair value of equity awards granted to the NEOs in 2020. The aggregate grant date fair value is the amount that the Company expects to expense in its financial statements over the vesting schedule. All grant date fair values have been computed in accordance with FASB ASC Topic 718. (2) Upon her termination, Ms. Suryadevara forfeited all Stock Options, PSUs, and a portion of the Salary Reduction RSUs. (3) Upon his termination, Mr. Engle forfeited a portion of the Stock Options, all PSUs, and a portion of the Salary Reduction RSUs. (4) The grant date fair value for Stock Options on July 6, 2020, represents the incremental fair value computed in accordance with FASB ASC Topic 718 associated with modifications made to previously granted Stock Option awards granted under the 2017 LTIP in connection with the separation agreement, which provided for an extended exercise period. The previously granted Stock Options include, listed in the order in which they are disclosed, Stock Options granted on February 12, 2020; April 1, 2019; February 13, 2019; February 13, 2018; June 7, 2017; and October 1, 2015. EXECUTIVE COMPENSATION

2021 PROXY STATEMENT 73 (11) (11) (11) (11) (11) (11) (11) (11) (11) (11) (11) (11) (11) (11) (11) Equity 791,993 279,613 588,581 720,705 or Other 1,101,087 1,341,974 Have Not Incentive 1,370,664 1,467,852 1,368,582 Market or 5,235,814 3,843,705 2,425,363 2,030,283 Vested ($) 13,199,505 11,290,853 Rights That of Unearned Plan Awards: Payout Value Shares, Units, (10)(11) (10)(11) (10)(11) (10)(11) (10)(11) (10)(11) (10)(11) (10)(11) (10)(11) (10)(11) (10)(11) (10)(11) (10)(11) (10)(11) (10)(11) 6,715 (1) 32,917 Equity or Other Have Not Incentive Unearned Number of Vested (#) Rights That Plan Awards: Shares, Units, Stock Awards 71,912 65,750 88,943 Market 64,958 52,258 120,631 194,875 Units of 776,295 Value of 730,532 5,713,091 3,103,471 1,135,648 Have Not 1,036,878 1,036,878 Shares or 2,329,925 35,251 Vested ($) 19,325,707 Stock That (9) (6) (9) (9) (6) (6) (8) (9) (6) (9)(12) (6) (9) (7) (6) (9) (6) Number Have Not of Shares or Units of Vested (#) Stock That Date Option Expiration 37.76 8/31/2021 41.40 2/11/2028 24,901 41.40 2/11/2028 27,273 41.40 2/11/2028 24,901 41.40 8/31/2021 41.40 2/11/2028 464,114 41.40 2/11/2028 137,202 35.49 2/12/203035.49 2/12/2030 32,228 35.49 8/31/2021 19,020 35.49 2/12/203035.49 2/12/203035.49 316,991 2/12/2030 125,740 58,246 30.38 2/12/2030 48,758 44.68 2/12/2030 55,954 30.38 2/12/2030 32,867 39.50 2/11/2028 18,643 39.00 2/13/202939.00 2/13/2029 14,135 39.00 2/13/2029 26,443 39.00 8/31/2021 17,308 39.00 2/13/202939.00 2/13/2029 271,154 92,308 Option Price ($) Exercise ratably each February 13 of 2020, 2021, and 2022. PROXY STATEMENT PROXY (4) (2) (2) (3) (4) (4) (2) (3) (4) (5)(12) (5)(12) (5)(12) (5)(12) (2) (3) (4) (2) (2) (3) (4) (2) (2) (3) (#) 2021 Options Securities Number of Underlying Unexercised Unexercisable Option Awards (#) Options Securities Number of Underlying Exercisable Unexercised Date Grant 7/2/2018 12,377 6,188 7/6/2020 44,284 22,142 7/6/2020 26,667 26,667 10/1/2018 17,544 7/6/2020 10,482 10,483 5/7/2020 1,255 5/7/20205/7/2020 1,727 1,560 5/7/2020 1,579 2/13/2019 15,278 30,556 2/13/2019 10,000 20,000 2/13/2019 53,334 106,666 2/13/2019 8,167 16,333 2/13/2019 156,667 313,333 2/13/2018 16,204 8,102 2/13/2018 74,531 2/13/2018 81,522 40,761 2/13/2018 14,795 7,398 2/13/2018 275,765 137,883 2/13/2018 14,795 7,398 10/1/2020 — 49,574 2/12/2020 — 295,139 2/12/2020 — 136,717 2/12/2020 44,643 2/12/2020 — 75,645 2/12/2020 — 744,048 Outstanding Equity Awards at Fiscal Year-End $41.64. of 2021, 2022, and 2023. 2021. Stephen K. Carlisle 12/1/2020 Dhivya Suryadevara 5/7/2020Barry L. Engle II 7/6/2020 70,065 2,136 Paul A. Jacobson 12/1/2020 — 37,961 John P. Stapleton 10/1/2020 Mary T. Barra 5/7/2020 4,680 Mark L. Reuss 5/7/2020 2,897 Name Douglas L. Parks 10/1/2020 — 33,417 (1) The awards are valued based on the(2) closing price of Stock common Options stock granted on on the February 12, NYSE 2020, on(3) October December 1, 31, 2020, 2020, Stock and which Options December granted was 1, on 2020, February vest 13, ratably 2019, each vest February 12 (4) Stock Options granted on February 13, 2018, and July 2, 2018, vest ratably each February 13 of 2019, 2020, and ᮣ

EXECUTIVE

COMPENSATION 74 (5) Stock Options with a grant date of July 6, 2020, represent outstanding Stock Option awards granted under the 2017 LTIP that were modified in connection with the separation agreement, which provided for an extended exercise period. Listed in the order in which they are disclosed, the outstanding Stock Options vest on February 12, 2021, February 13, 2021, February 13, 2021, and February 13, 2021 . (6) RSU awards granted on May 7, 2020, vest and settle on April 1, 2021, prorated for service. (7) RSU awards granted to Mr. Jacobson on December 1, 2020, vest ratably each December 1 of 2022 and 2023. (8) RSU awards granted to Mr. Stapleton on October 1, 2018, cliff-vest on October 1, 2021. (9) 2018-2020 PSU awards granted on February 13, 2018, and July 2, 2018, cliff-vested on February 13, 2021, upon determination of results for the performance period January 1, 2018–December 31, 2020. The final performance of the 2018–2020 PSU award was 187% and is discussed on page 55 of this Proxy Statement. (10) 2020-2022 PSU awards granted on February 12, 2020, October 1, 2020, and December 1, 2020, cliff-vest on February 12, 2023, upon determination of results for the performance period January 1, 2020–December 31, 2022. 2019-2021 PSU awards granted on February 13, 2019, cliff-vest on February 13, 2022, upon determination of results for the performance period January 1, 2019–December 31, 2021. (11) Assumes target-level payout of PSU awards. The number of shares (and market value of such shares) for maximum- level payout with respect to unvested 2019–2021 PSUs granted on February 13, 2019, outstanding as of December 31, 2020, for Ms. Barra is 542,308 ($22,581,705); for Mr. Reuss is 184,616 ($7,687,410); for Mr. Parks is 28,270 ($1,177,163); for Mr. Carlisle is 52,886 ($2,202,173); and for Mr. Stapleton is 34,616 ($1,441,410). The number of shares (and market value of such shares) for maximum-level payout with respect to unvested 2020–2022 PSUs granted on February 12, 2020, outstanding as of December 31, 2020, for Ms. Barra is 633,982 ($26,399,010); for Mr. Reuss is 251,480 ($10,471,627); for Mr. Parks is 116,492 ($4,850,727); for Mr. Carlisle is 64,456 ($2,683,948); and for Mr. Stapleton is 38,040 ($1,583,986). The number of shares (and market value of such shares) for maximum- level payout with respect to unvested 2020–2022 PSUs granted on October 1, 2020, outstanding as of December 31, 2020, for Mr. Parks is 65,734 ($2,737,164); for Mr. Carlisle is 97,516 ($4,060,566); and for Mr. Stapleton is 65,834 ($2,741,328). The number of shares (and market value of such shares) for maximum-level payout with respect to unvested 2020–2022 PSUs granted on December 1, 2020, outstanding as of December 31, 2020, for Mr. Jacobson is 70,502 ($2,935,703); and for Mr. Carlisle is 13,430 ($559,225). (12) Awards will be cash-settled pursuant to the terms of the Executive Severance Program.

ᮣ Option Exercises and Stock Vested

Option Awards(1) Stock Awards(2) Number of Shares Value Realized on Number of Shares Value Realized on Acquired on Exercise Acquired on Vesting Vesting Name Exercise (#) ($) (#) ($) Mary T. Barra 1,600,000 17,890,924 460,797 16,017,304 Paul A. Jacobson — — — — Mark L. Reuss 165,943 1,287,280 143,557 4,990,041 Douglas L. Parks — — 43,848 1,447,642 Stephen K. Carlisle 10,217 117,812 28,535 991,877 Dhivya Suryadevara 279,195 361,557 26,054 905,637 John P. Stapleton — — 26,054 905,637 Barry L. Engle II 311,510 1,565,593 55,606 1,932,865

(1) The aggregate dollar value realized upon exercise is computed by multiplying the number of shares at exercise by the difference between the market price of common stock and the exercise price of the options. (2) The aggregate dollar value realized upon vesting is computed by multiplying the number of shares vested by the closing stock price on the vesting date. EXECUTIVE COMPENSATION

2021 PROXY STATEMENT 75 The plan provided benefits under a cash balance anuary 2007 multiplied by all years of contributory PROXY STATEMENT PROXY 2021 Section 415(b)(1)(A) of the IRC limits the benefits payable under the The plan provided benefits on both a contributory and noncontributory The supplemental pension will equal the greater of (a) 2% of the average For employees hired prior to January 1, 2001, the accumulated benefit an The GM Salaried Retirement Plan (“SRP”) is a funded, tax-qualified retirement The GM Executive Retirement Plan (“DB ERP”) is an unfunded, non-tax-qualified Pension Benefits GM Executive Retirement Plan Eligibility and Vesting: retirement program thatavailable under our covers other pension eligible programs. executivesBenefit to Formula: provide retirement benefitsService Prior above to January amounts 1, 2007: monthly base salary multiplied by allthe years SRP of plus contributory the service maximum less Socialservice the Security sum or benefit of as (b) all of 1.5% benefits J of payableby under the all years average of monthly contributory base service,the salary up SRP plus to a plus annual maximum incentive 100% of plan of 35 compensation years, the multiplied less maximum the sum Social of Security all benefits benefit payable as under of January 2007. In both cases, the base formula with pay creditsbalances based continuing to on earn age interest credits through thereafter. December 31,Time 2006, and when Form the of formulaemployee Payment: was earns frozen, over with hisretirement or age her is defined careerretirement as with after age 30 the years 65. Company of Employeesand credited is who service 10 payable commenced or or starting 85 service more points, after priorMs. based years to retirement. Barra on of combined 1988 and Normal age service, may Messrs. andalso with elect Reuss, service, provides certain or early Parks, Social age age-reduction Carlisle, Security 60 factors supplements andJanuary applied. for Stapleton 1, those As were hired of 1988, eligible priorage-reduction December for and to factors 31, early 1988. are prior greater 2020, For retirement. for to employees The retirementsspousal hired prior plan December joint to on and age or 31, 62. survivor after The annuity, 2000, planoption. a provides contingent For Social a annuitant employees single-life Security optional annuity, hired form a from supplementsannuity, of a January payment, are contingent 1, or annuitant a 2001, not optional 100% form to payable of lump December payment, sum and or 31, aTax 2006, 100% Code the lump Limitations sum plan option. on providesSRP. a Benefits: single-life For 2020, the$230,000 per maximum year. single This lifecontributions, ceiling actual is annuity forms of actuarially an distribution, adjusted and NEO in actual retirement could accordance dates. with have IRS received rules under to reflect these employee limits was Eligibility and Vesting: ᮣ GM Salaried Retirement Plan program that coversservice eligible on employees or after hired Januarythe prior 1, SRP 2007, to after are five January eligibleimmediately, years to until 1, of participate December qualifying 2007. only 31, service. in 2006. Employeescontinuing The DC All towards who plan eligibility plans. DB to permitted Employees accruals commenced retire. are employee were vested frozen contributions, in on which SeptemberBenefit vested Formula: 30, 2012, with service Service Prior to January 1,formula. 2001: The contributory formula factorsyear. the The contributions formulas of were thecontinued frozen employee to and effective participate earnings December in for the 31, SRP eachthe 2006, under fiscal and a employee’s new effective formula January eligible thataccruals provided 1, were a earnings 2007, frozen pension September employees accrual up 30, equal 2012. to to 1.25% of theService from IRS-prescribed January limits 1, 2001, for to December tax-qualified 31, 2006: plans. The 1.25%

EXECUTIVE

COMPENSATION 76 salary and annual incentive plan payments are determined using the highest 60 months out of the last 120 months as of December 31, 2006. These DB accruals were frozen on December 31, 2006, with service continuing towards eligibility to retire.

Service from January 1, 2007, to September 30, 2012: For employees hired prior to January 1, 2001, the supplemental pension will equal 1.25% multiplied by their annual base salary plus short-term incentive payments and is applicable to amounts in excess of the IRS-prescribed limit applicable to tax-qualified plans. These DB accruals were frozen on September 30, 2012, with service continuing towards eligibility to retire.

Time and Form of Payment: Normal retirement age under the plan is age 65; however, employees who commenced service prior to January 1, 2007, may retire at age 60 with 10 or more years of service without any reduction in benefits. Employees may also retire at age 55 with 10 or more years of service with benefits reduced using the same factors as are utilized for early retirement under the SRP. As of December 31, 2020, Ms. Barra and Messrs. Reuss, Parks, and Carlisle were eligible for early retirement. The DB ERP is payable as a five-year certain annuity, with payments starting upon the retirement of the executive and continuing for 60 months. GM Canadian Retirement Program for Salaried Employees Eligibility and Vesting: The GM Canadian Retirement Program for Salaried Employees (“GM Canada Salaried Plan”) is a funded DB plan open to all GM Canada employees hired prior to January 1, 2007, when it closed to new entrants. The plan permitted employee contributions, which vested immediately, until December 31, 2012. All DB accruals were frozen on December 31, 2012, with service continuing towards eligibility to retire.

Benefit Formula: Service Prior to January 1, 2007: 1.0% of final 3-year average pay plus 0.75% of final 3-year average pay in excess of 3-year average Yearly Maximum Pensionable Earnings (“YMPE”) per year of contributory service (the 1.0% formula is subject to a Minimum Basic Benefit of $67 per month per year of contributory service prior to January 1, 2007, if retiring on or after October 1, 2006). Average pay and average YMPE were frozen as of December 31, 2006, for all those active as of December 31, 2006, except for Quebec active members, whose future earnings and YMPE growth are reflected.

Time and Form of Payment: Normal retirement age is defined as age 65. Employees who commenced service prior to 1988 may elect early retirement after 30 years of credited service, 85 points, based on combined age and service, or age 60 and 10 or more years of service, with certain age-reduction factors applied. As of December 31, 2020, Mr. Carlisle was eligible for early retirement. The plan also provides bridging supplements. The plan provides a single-life annuity, a spousal joint and survivor annuity, a contingent annuitant optional form of payment, or a 100% lump sum option. EXECUTIVE COMPENSATION

2021 PROXY STATEMENT 77 ($) Last Fiscal Year Payments During (2) ($) Benefits Accumulated Present Value of (1) 2020 Service as of December 31, Number of Years of Eligible Credited PROXY STATEMENT PROXY 2021 The Income Tax Act limits the benefits payable from a registered SRPDB ERPGM Canada Salaried PlanDB ERP———— 36.6 239,378 36.6 36.6 955,080 451,621 — 30.9 160,222 — — — ———— DB ERPDB ERP 33.8 35.7 830,762 533,528 — — DB ERP 38.3 1,297,654 — (4) (3) (3) Nonqualified Deferred Compensation Plan retirement eligibility. annuity form of payment asbenefits, well the as present the value abilityPresent represents to values the elect value shown to of here receive2020, the the are FASB benefit annuity based ASC payable as Topic on at arequirements. 715, the age lump The “Compensation-Retirement 60 sum. mortality discount Benefits,” For (or and rates except SRP immediatelyERP used discount where and is if for 1.98%; rate DB needed over calculations and ERP assumptions to for age as the meet used 60). of GM proxy Canada in December Salaried statement 31, the Plan is 2020, December 2.70%. for 31, the SRP is 2.73%; for the DB Dhivya Suryadevara SRPJohn P. Stapleton SRPBarry L. Engle II 16.0 30.9 13,457 703,202 — — Mark L. ReussDouglas L. Parks SRP SRPStephen K. Carlisle 33.8 35.7 1,181,804 1,251,629 — — Mary T. Barra SRP 38.3 1,433,801 — Paul A. Jacobson Name Plan Name ᮣ We maintain certain deferred compensation programs and arrangements forThe executives. DC ERP allows forRetirement the equalization Savings of Plan benefits for whenlimitations highly on such compensated contributions salaried employees’ employees and contributionSecurity under benefits Act the and imposed of 1974, benefit by commonly Section levelsthe known as 2004 exceed IRC, ERISA, of the as as Employment amended, maximum administration amended. and Retirement of Sections the Income The 401(a)(17) plan and and DC 415(c)(1)(A) payment of of ERP amounts to isAggregate participants. maintained account as balances anCompany. disclosed Contributions unfunded made below plan, prior include to and2007, 2007 both vested we immediately. vested and bear Contributions made and all between September unvested January expenses 1, contributions for 30, by the 2012, vest when the participant attains age 55 with 10 years of (1) Eligible service recognizes credited service under the frozen(2) qualified SRP in The addition present to future value service of to the determine SRP benefit amount shown takes into consideration the ability to elect a joint and survivor (3) Mr. Jacobson and Mr.(4) Engle are only eligible Mr. to Carlisle participate is in a DC participant plans in offered the by GM the Canada Company. Salaried Plan due to his service with GM Canada. Tax Code Limitations onpension plan. Benefits: The table below reflects pension benefits as of December 31, 2020, provided by the respective plans.

EXECUTIVE

COMPENSATION 78 service and the benefit is payable as a five-year certain annuity with payments starting upon the retirement of the executive and continuing for 60 months. Contributions made on or after October 1, 2012, vest when the participant attains three years of service, regardless of age, and the benefit is payable as a 100% lump sum upon the retirement of the executive. The table below reflects December 31, 2020, balances for the nonqualified deferred compensation plan and any contributions, earnings, or withdrawals during the year.

Executive Registrant Aggregate Aggregate Aggregate Contributions Contributions Earnings Withdrawals Balance at 2020 in the Last in the Last in the Last and Fiscal Fiscal Year Fiscal Year(1) Fiscal Year(2) Distributions Year End(3) Name Plan ($) ($) ($) ($) ($) Mary T. Barra DC ERP — 347,466 509,501 — 3,905,614 Paul A. Jacobson DC ERP — — — — — Mark L. Reuss DC ERP — 175,667 274,233 — 1,826,441 Douglas L. Parks DC ERP — 107,433 108,200 — 829,900

Stephen K. DC ERP — 125,239 14,812 — 703,068 Carlisle

Dhivya DC ERP — 81,000 (49,171) 426,300 — Suryadevara John P. Stapleton DC ERP — 79,613 91,866 — 781,958 Barry L. Engle II DC ERP — 60,000 31,655 477,389 —

(1) The amounts shown are included in All Other Compensation in the Summary Compensation Table. (2) The amounts shown are not reported in Change in Pension Value and Nonqualified Deferred Compensation Earnings in the Summary Compensation Table because we do not pay above-market earnings on deferred compensation in retirement plans. (3) The following amounts have been included in the Summary Compensation Table in prior years: $2,353,005 (Ms. Barra), $1,075,266 (Mr. Reuss), $183,732 (Ms. Suryadevara), and $98,400 (Mr. Engle).

ᮣ Potential Payments Upon Termination The Company does not maintain individual employment agreements with any NEO that provide guaranteed payments in the event of a termination of employment or change in control. In the event that an NEO’s position with the Company is eliminated, including the elimination of the NEO’s position as a result of a change in control, the NEO would be eligible for a severance payment under the Executive Severance Program. The table below shows the potential payments to each NEO assuming a termination of employment on December 31, 2020, due to the following events: voluntary separation or termination for cause, qualifying termination under the Executive Severance Program, full career status retirement, disability, death, or change in control with termination of employment. Each of the separation events is described in more detail below. These provisions are generally applicable to participants in each of the applicable plans and are not reserved only for NEOs. The payments below are in addition to the present value of the accumulated benefits from each NEO’s qualified and nonqualified pension plans shown in the Pension Benefits table on page 78 of this Proxy Statement and the aggregate balance due to each NEO that is shown in the Nonqualified Deferred Compensation Plan table above. EXECUTIVE COMPENSATION

2021 PROXY STATEMENT 79 — A voluntary separation occurs when an executive PROXY STATEMENT PROXY 2021 — A separation occurs when an executive’s position is eliminated or the — A full career status retirement occurs when an executive reaches the — Disability occurs when an executive terminates employment by reason of his or her inability — Following the death of an executive, the beneficiary of the executive will be eligible to receive the voluntarily terminates employment with thetreatment, Company. as A discussed full careeremployment below. status A by retirement receives termination the different executive’s for Company gross cause negligence, for occurs willfuleach cause, when misconduct, of these which an or scenarios, violation executive the isfor of executive any is considered award generally state or dismissed forfeits payment to or all under from outstanding the federal include, STIP. equity securitiesExecutive awards but laws. and Severance is is Under Program not not eligible Company and limited an to,eligible executive the to agree receive to areflected mutually severance as end payment a from multiple the of thepayments employment base Company salary, relationship. of calculated COBRA, and An based the a on executiveseparation STIP value his award will at at or of be target. the her An theeligible position time executive and for may of equity receive outplacement cash vesting. awards assistancethe Unvested based that executive entering on Stock into are position. Options a mutual All scheduled are separation the agreement. to usually potentialFull forfeited. payments vest Career are An Status within contingent Retirement executiveage upon the of is 55 next also with 10 year orthe more after executive years of voluntarily continuous service separatesseverance with agreement the from cannot Company, also the or elect age full Company. 62 career or status An older, retirement. In at executive the which event who time of enters a fullbased into career on status a retirement, his the separation executive ordetermined. or is RSUs her generally granted eligible date for within a one of proratedof year STIP retirement prior retirement. award to in the RSUs the dateaccordance granted performance of with retirement more year their are vesting and than prorated schedule. based onceprorated one PSUs on based final granted the year on within date performance the one prior date has yearperformance of to prior been measures retirement to the and contained the will in date date beperformance. the of of adjusted PSUs retirement awards; for retirement are granted such final more awards company continueuntil performance than will to against be one the the vest payable year following in prior endperformance approval to and of the of be such date the settled ofyear following retirement prior performance approval will to of remain period, the outstanding suchmore date at performance. than of one Stock which year retirement Options priorschedule. are granted time to prorated within the they one based date of the will retirement date will ofDisability be continue retirement. to adjusted vest Stock in Options forto accordance granted engage with final in their any vesting Company gainfulbe activity due expected to to a result medicallymonths. determinable The in executive physical is death or eligible mental or foronce impairment a can final that full-year STIP can Company be award performance expected related has toschedule. to been the PSUs year determined. last vest in RSUs immediately which for continue termination uponperformance to a occurs such vest period, continuous termination according at and period to will which their offollowing remain time vesting not outstanding approval they until less of will the than be end suchvesting schedule. 12 of adjusted performance. the for Stock final Options Company will performance and continueDeath be to settled vest infull-year STIP accordance award with subject to their and adjustment are for final settled Company within performance. 90until RSUs days immediately the of vest death. in end full PSUsperformance vest and of immediately upon be the deathupon settled and death. performance following will remain approval period, outstanding of at such performance. which Stock time Options they vest immediately will be adjusted for final Company For purposes of the following table, the Company describesVoluntary these terminations Separation and potential or payments: Termination for Cause

EXECUTIVE

COMPENSATION 80 Change in Control (Double Trigger) — In the event of a termination of employment resulting from a change in control, an executive will be eligible for severance under the Executive Severance Program that provides a severance payment based on position and a multiple of base salary and COBRA. An executive will also receive a STIP award at target and the STIP award for the prior year, if such award has been determined but not paid. If the STIP award for the prior year has not been determined, the award shall be determined at target and paid. All RSU awards will generally vest and become payable immediately prior to the change in control. For PSUs, the performance period will end immediately prior to the change in control and awards will be determined based on actual performance and converted to a time-based award. Stock Options immediately vest and are exercisable upon termination as a result of a change in control. Amounts shown below are calculated by assuming that the relevant employment termination event occurred on December 31, 2020.

Voluntary Separation or Executive Change in Compensation Termination Severance Control with Name Element(1)(2)(3) for Cause Program Retirement(4) Disability Death Termination Mary T. Barra Cash — 4,239,507 — — — 4,224,507 STIP — 4,200,000 3,570,000 3,570,000 3,570,000 4,200,000 LTIP 194,875 21,492,573 49,447,126 49,447,126 49,447,126 49,447,126 TOTAL 194,875 29,932,080 53,017,126 53,017,126 53,017,126 57,871,633 Paul A. Jacobson Cash — 1,529,573 — — — 1,514,573 STIP — 1,250,000 — 1,062,500 1,062,500 1,250,000 LTIP — — — 3,797,777 3,797,777 3,797,777 TOTAL — 2,779,573 — 4,860,277 4,860,277 6,562,350 Mark L. Reuss Cash — 2,004,598 — — — 1,989,598 STIP — 1,625,000 1,381,300 1,381,300 1,381,300 1,625,000 LTIP 120,631 6,589,341 17,019,727 17,019,727 17,019,727 17,019,727 TOTAL 120,631 10,218,939 18,401,027 18,401,027 18,401,027 20,634,325 Douglas L. Parks Cash — 1,308,380 — — — 1,293,380 STIP — 1,062,500 903,100 903,100 903,100 1,062,500 LTIP 71,912 1,537,826 6,753,296 6,753,296 6,753,296 6,753,296 TOTAL 71,912 3,908,706 7,656,396 7,656,396 7,656,396 9,109,176 Stephen K. Carlisle Cash — 1,249,470 — — — 1,234,470 STIP — 1,000,000 850,000 850,000 850,000 1,000,000 LTIP 64,958 2,373,564 7,849,132 7,849,132 7,849,132 7,849,132 TOTAL 64,958 4,623,034 8,699,132 8,699,132 8,699,132 10,083,602 Dhivya Suryadevara(5) Cash — — — — — — STIP — — — — — — LTIP 63,631 — — — — — TOTAL 63,631 — — — — — John P. Stapleton Cash — 970,880 — — — 955,880 STIP — 781,300 — 664,100 664,100 781,300 LTIP 52,258 1,208,830 — 5,032,160 5,032,160 5,032,160 TOTAL 52,258 2,961,010 — 5,696,260 5,696,260 6,769,340 Barry L. Engle II(6) Cash — 1,293,380 — — — — STIP — 1,062,500 — — — — LTIP — 1,234,348 — — — — TOTAL — 3,590,228 — — — —

(1) Cash amounts shown for Executive Severance Program and Change in Control with Termination are based on the EXECUTIVE COMPENSATION Executive Severance Program. Payments are 2X base salary for the CEO and 1.5X base salary for all other NEOs. Under the Executive Severance Program, the CEO is eligible for a cash payment equal to 24 months of COBRA

2021 PROXY STATEMENT 81 PROXY STATEMENT PROXY 2021 premiums and the other NEOs arecash eligible payments due for upon a Voluntary cash Separation payment or equal Termination to for 18 Cause, months Retirement, of Disability, COBRA or premiums. Death. amounts There are shown no forperformance. Executive Executives forfeit Severance STIP awards Program for Voluntary and Separation or Change Termination for in Cause. Controlupon termination, with including the Termination Salarythe reflect Reduction awards RSUs target-level are discussed on based pageProgram, on 55 structure the equity of closing awards this are stock Proxy deliveredthat price Statement. in would The on cash be value December once subject of vested; to 31, payment the 2020, based value on of displayed awards reflects $41.64. outstanding the Under as value of the of December awards Executive 31,2020. 2020. Severance amount, based on the termsstock of price the on award September agreement, 1, reflects 2020, prorated of $29.79. Salary The Reduction Salary RSUs Reduction valued RSUs at vested the andcash closing settled amount on reflects April 1.5X 1, base 2021. the salary Executive and Severance 18 Program. months The ofMr. STIP COBRA Engle amount premiums provided reflects in to a accordancevalued Mr. target-level at Engle with performance the in cash closing the accordance stock payment with price Executive provided on to Severance Septemberi) 1, Program. PSUs 2020, of — The $29.79: Per LTIP thewithin amount Executive one reflects Severance year Program, the reflectsFebruary of following target-level 13, termination. awards performance 2021, of Mr. upon unvestedThe Engle determination PSUs final of performance received that of results will a the for 2018–2020 vest cash PSU the awardii) performance settlement was Stock period 187% for Options and January is — the 1, discussed Per onyear 2018–December 2018-2020 the page of 31, 55 PSUs Executive termination 2020. of Severance that this and Program, Proxyclosing be cliff-vested reflects Statement. stock settled unvested price Stock in was Options cash, below that thethe and strike will reflects terms price vest vested of within of all Stock one Stocktermination the Options Options through held on separation April date on 1, agreement, of the 2021, termination, Mr.Mr. date and reflecting Engle for a of Engle retained zero unvested the termination. retained value. Stock ability The Per to Options the exercise held them abilityiii) at through termination Salary August to that 31, Reduction exercise 2021. vested RSUs in — vestedwhich February Based vested 2021, Stock on and settled the Options on terms April held of 1, the at 2021. award agreement, reflects prorated Salary Reduction RSUs, (2) STIP amounts shown under Retirement, Disability, and Death(3) are LTIP based amounts shown on reflect final the value Company of performance. any unvested STIP RSU awards, PSU awards, and Stock Options that may vest (4) Ms. Barra and Messrs. Reuss, Parks, and(5) Carlisle were Ms. eligible Suryadevara’s for termination full on career September status 1, retirement as 2020, of is December reflected 31, in the(6) table as a Mr. Engle’s voluntary termination separation. on The September LTIP 1, 2020, is reflected in the table under the Executive Severance Program. The

EXECUTIVE

COMPENSATION 82 CEO Pay Ratio Our CEO, who leads our global workforce of 155,000 employees (94,000 are located in the United States and 61,000 are non-U.S. employees) earned $23,657,987 in total compensation in 2020 as reported in the Summary Compensation Table. To identify our median employee, we: 1. Excluded all employees (7,037) in the following 26 countries under the SEC’s 5% de minimis exception: Australia (273), (213), China (675), (910), Ecuador (388), Egypt (768), (3), India (2,125), Indonesia (11), Ireland (304), Israel (388), (1), Japan (33), New Zealand (16), (34), Philippines (428), Russia (69), Singapore (7), South Africa (9), (14), Taiwan (9), Thailand (138), United Arab Emirates (167), (39), Uruguay (10), and Uzbekistan (5); 2. Calculated year-to-date payroll as of November 1, 2020, for all employees excluding the CEO; 3. Identified the middle 51 employees using year-to-date payroll converted to U.S. dollars as a consistently applied compensation measure; 4. Calculated annual total compensation for the 51 middle employees based on the same SEC requirements that apply to determine total compensation in the Summary Compensation Table; and 5. Re-ranked all middle 51 employees and selected the median employee. At GM, we believe that fair and equitable pay is an essential element of any successful organization, and we invest in our employees with market competitive pay and benefits. We compensate our employees to create alignment with the short-term and long-term goals tied to the success of the Company and with our vision of zero crashes, zero emissions, and zero congestion. Based on our calculation, we can reasonably estimate that our median employee earned $117,566 in 2020, including a change in pension value of $45,884. The ratio of our CEO’s compensation to that of our median employee is estimated to be 201:1. 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, excluding 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 to the pay ratio reported above. Other companies have different employee populations, compensation practices, and the ability to utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. EXECUTIVE COMPENSATION

2021 PROXY STATEMENT 83 (C) Awards Performance Vested/Earned (excluding securities Number of Securities Future Issuance Under reflected in column (A)) Remaining Available for Equity Compensation Plan Granted — 15,187 (B) $35.15$35.15 61,317,090 61,332,277 Warrants, and Rights Weighted-Average Exercise Price of Outstanding Options, (1) (3) (4) PROXY STATEMENT PROXY (A) 2021 254,704 Warrants, and Rights of Outstanding Options, Number of Securities to be Issued Upon Exercise (2) target, awards may be settled in common stock, cash, or a combination of both. a.b. 23,046,389 shares represent options. 11,888,661 shares represent PSU awards, assumingc. performance is achieved at target. For 2,885,312 performance shares above represent RSUs. RSUsPSUsTime-Based Stock OptionsPerformance-Based Stock Options 6,100,000 — 4,200,000 2,200,000 5,000,000 — 7,500,000 — Total 38,075,066 Equity compensation plans not approved by security holders Equity compensation plans approved by security holders 37,820,362 Plan Category The following table providesvested/earned during information fiscal year on 2020 under share the usage Company’s equity for compensation plans. awards granted and performance awards (1) The number includes the following: (2) 2016 Equity Incentive Plan(3) — refer to Note Represents 21 RSUs in and our PSUs. 2016(4) PSUs Form may 10-K. be issued Excludes upon 555,505 achievement stock-based of units performance that conditions. are required to be settled in cash pursuant to award agreements. The following table provides informationthat as may of be December issued 31,equity upon compensation 2020, plans. the about exercise the of Company’s options, common stock warrants, and rights under all the Company’s existing Equity Compensation Plan Information

EXECUTIVE

COMPENSATION 84 ITEM NO. 1: ELECTION OF DIRECTORS The Board has nominated 12 directors — Ms. Barra, as the Board may designate unless the Board ITEM Mr. Bush, Ms. Gooden, Mr. Jimenez, Ms. Mendillo, chooses to reduce the number of directors. Each NO. 1 Ms. Miscik, Ms. Russo, Mr. Schoewe, of the directors has consented to serving as a Ms. Stephenson, Mr. Tatum, Mr. Wenig, and Ms. nominee, being named in this Proxy Statement, Whitman — to be elected to serve on the Board and serving on the Board if elected. until the next annual meeting of shareholders, or The Board believes that GM has the right Board at until their successors are duly elected and the right time and that these directors collectively qualified, or until his or her earlier resignation or possess the right mix of skills, qualifications, and removal. experiences to make strategic decisions that If any nominee becomes unable to serve, proxies strengthen our business today and position it for will be voted for the election of such other person long-term success.

The Board recommends a vote FOR each of the nominees. FOR

2021 PROXY STATEMENT 85 FOR that the compensation paid to the complete understandingcompensation plans, including our ofphilosophy, compensation our ourcompensation of our NEOs. objectives, executive andWe are asking the shareholders tofollowing vote resolution: in 2020 favor of the RESOLVED, Company’s named executive officers, aspursuant disclosed to Item 402 ofthe Regulation S-K, including Compensationcompensation tables, Discussion anddiscussion, is the hereby and APPROVED. related narrative Analysis, Although the vote on thisBoard item is non-binding, the ofCommittee value the Directors opinions ofand our shareholders will and consider themaking future the outcome compensation decisions of for NEOs. the Compensation vote when the advisory proposal to PROXY STATEMENT PROXY FOR 2021 BOARD PROPOSAL TO APPROVE, ON AN ADVISORY BASIS, NAMED EXECUTIVE OFFICER COMPENSATION The Board recommends a vote approve named executive officer compensation. Executive compensation isfor an our shareholders. important The matter Reform Dodd-Frank Wall and Street Consumerthat we Protection provide you Actto with requires approve, the opportunity on to acompensation vote non-binding of advisory our basis,Proxy NEOs, the as disclosed Statementcompensation in this in disclosure(sometimes referred rules accordanceBoard to of as has withannual “Say-on-Pay”). adopted Say-on-Pay the advisory vote. the The a SEC policy providingThe Compensation for Committee an hascompensation approved the arrangementsdescribed in the for Executivebeginning Compensation section on ourcompensation page tables beginning NEOs 41 on pageProxy 69 and of this Statement. theCompensation We Discussion accompanying and Analysis urge for a more you to read the ITEM NO. 2:

ITEM

NO. 2 86 ITEM NO. 3: BOARD PROPOSAL TO RATIFY THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2021

The Audit Committee is directly responsible for retention of EY as our independent auditors is in the appointment, compensation, retention, and the best interests of our shareholders. oversight of the Company’s independent Shareholder Ratification of Our Selection of EY. As registered public accounting firm retained to audit a matter of good corporate governance, the Board the Company’s financial statements. The Audit submits the selection of the independent auditors Committee evaluates the selection of the ITEM to our shareholders for ratification. If shareholders NO. 3 Company’s independent auditors each year and do not ratify the selection of EY, the Audit determines whether to reengage the current Committee will reconsider whether to engage EY, independent auditors or consider other firms. but may ultimately determine to engage EY or Following this process, the Audit Committee made another audit firm without resubmitting the the determination to re-engage Ernst & Young matter to shareholders. Even if the shareholders LLP as the Company’s independent auditors for ratify the selection of EY, the Audit Committee the fiscal year ending December 31, 2021. may, in its sole discretion, terminate the Criteria for Re-Engaging EY. EY has served as the engagement of EY and direct the appointment of Company’s independent registered public another independent registered public accounting accounting firm since 2017 when the Audit firm at any time during the year, although it has no Committee selected them as part of a competitive current intention to do so. and comprehensive request for proposal (“RFP”) We Expect EY to Attend Our Annual Meeting. We process. Through this RFP process, the Audit expect that representatives of EY will be present Committee evaluated firms based on several key at the Annual Meeting. They will have an factors, including audit quality; the benefits of opportunity to make a statement if they so desire tenure versus fresh perspective; cultural fit and and are expected to be available to respond to business acumen; innovation and technology; appropriate questions from shareholders. auditor independence; and the appropriateness of fees relative to both efficiency and audit quality. For additional information concerning the Audit These critical factors continue to drive the Audit Committee and its activities with EY, see Committee’s priorities with respect to the “Corporate Governance—Board Committees” on selection and retention of the Company’s page 18 and the “Audit Committee Report” on independent auditors. Based on its annual review, pages 38 to 39 of this Proxy Statement. the Audit Committee believes that the continued

The Board recommends a vote FOR the proposal to ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for 2021. FOR

2021 PROXY STATEMENT 87 Shareholder Right to Act by Written Consent — Proposal 4 A cornerstoneargument regarding written consent of was thatspecial with shareholder the meetings“express their shareholders 2020 views” can proposals. on This management has important beenthe completely shareholder blown water out of inmeetings 2019 before there when was even GMin a switched order pandemic. Now to tomeeting be online sure one of mustproposal speaking 5-months in submit at advance. a a GM proposal annual With like the near this universalonline annual use shareholder of meetings, which tightlyonly can controlled be shareholders 10-minutesdeliberating are of andbecause all severely making challenging questionscan stilted and their be screened comments out restricted by management. views formalities, For known in instancemeeting the Goodyear wasmanagement online mute shareholder button spoiledwas for used shareholders to that bywith quash 3000 constructive institutional shareholders, criticism. a didallow not AT&T, even trigger-happy shareholdersshareholder meeting. to speakTaking action at bymeeting written is its a consent means shareholdersimportant in online can place use matters to of raise meeting outside cycle a like the the election of a new normal director. For annual instance Ms. PatriciaGM Russo, Governance who chaired Committee,negative the received director thenegative votes votes most received by Ms. in LindaMs. Gooden. Plus 2020—6-times Russo the consent seems can be to structured so thatreceive be notice. all shareholders unaware that written Please vote yes: PROXY STATEMENT PROXY 2021 SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER WRITTEN CONSENT FOR Shareholders request that ourtake board such of steps directors written as consent may by be shareholdersthe necessary entitled to minimum to permit cast numbernecessary to authorize of the action voteswhich at all a that meeting shareholders at wouldwere present entitled and be voting. to This writtengive vote consent is thereon to shareholders thewritten fullest consent consistent powerThis with to includes applicable shareholder actappropriate topic ability law. for by written to consent. initiate any This proposal topicCorporation won and 95%-support 88%-supportwon at our at 40% Dover support AT&T. at ourThe 2019 It annual 40% meeting. also supportsupport was from shareholders likelyindependent proxy who close voting advice. have to access majority to It is particularly importantright to to have act aright shareholder by to written call consent fortakes due a 32% to special of our the shareholderballot, shares, lame meeting. to that call It typically a shareholder cast special a meeting. GM A shareholderaffords right to GMmanagement act management resistance by strong tothe written protection current modernization rapidly consent changing during for business environment. Due to the lowmeeting shareholder participation elections in annual consent any action wouldsupermajority taken by still approvalnormally written cast from need ballots atequal the the a GM more majority from annual shares the meeting GM to shares than outstanding. that 65% Proposal 4 – Shareholder RightConsent to Act by Written We will provide theshareholder name, address, proposal and upon share ownershipcontent a of of the shareholder’s the proposal for shareholders request. which who we The and submitted our this shareholder Board accept Rule proponents no 14a-8 responsibility. are responsible for the ITEM NO. 4:

ITEM

NO. 4 88 The Board of Directors recommends a vote AGAINST this proposal for the following reasons:

GM’s shareholders already have the ability to GM’s virtual annual meetings enhance advance concerns outside the annual meeting shareholder participation while maintaining process through special meetings. transparency and access to the Board.

Shareholders that are able to demonstrate the The proponent argues that the proposal is requisite level of support can call for a special particularly important due to GM’s transition to a meeting of shareholders in order to advance virtual annual meeting in 2019 — suggesting their concerns and request shareholder action shareholders no longer have an opportunity to on a matter. Shareholders may call a special address their fellow shareholders and advance meeting with just 25% of shares that would be their concerns. To the contrary, many more entitled to vote on a matter — not the 32% the shareholders are attending our meetings than proponent asserts and much less than the 50% ever before. In 2019, the first year we held a threshold that would be needed to take most virtual annual meeting, attendance more than actions by written consent. The Board believes tripled that of the prior five-year average at that this mechanism is preferable to a simple in-person meetings, and attendance at our 2020 majority written consent provision because all meeting further increased by nearly 50%. In shareholders have the opportunity to assess, addition, GM’s virtual annual meetings permit discuss, deliberate, and vote on pending actions. shareholders an opportunity to speak and ask questions live during the meeting (via telephone A simple majority written consent provision is and in writing), resulting in a more meaningful ITEM not in the best interests of all shareholders, experience for our shareholders. A replay of our NO. 4 each of whom deserves a chance to 2020 Annual Meeting of Shareholders and a participate on pending actions. summary of the shareholder questions we received (as well as GM’s responses) are The Board believes that all shareholders — not available at investor.gm.com/shareholder. just a simple majority — should have an opportunity to hear about and express their Further, contrary to the proponent’s assertion, views on important shareholder proposals. GM’s decision to hold virtual annual meetings Because a written consent need not be does not affect the ability of shareholders to call distributed to all shareholders entitled to vote on a special meeting, and GM does not screen out a matter, actions permitted to be taken by the appropriate questions and commentary offered written consent of a simple majority of by shareholders at our annual meetings. shareholders could deprive many shareholders of the critical opportunity to assess, discuss, GM’s commitment to shareholder deliberate, and vote on pending actions. Notice engagement and other governance best of any such action by written consent after the practices provides a meaningful voice for fact similarly inhibits this important shareholder shareholders. right. The Board has adopted a variety of other Further, a simple majority written consent practices and policies that enhance Board provision would permit shareholders with special accountability to shareholders, including the and short-term interests to bypass our existing annual election of directors, proxy access rights, procedural protections and marginalize smaller an active shareholder engagement program, and shareholders. It could also result in multiple an established channel for shareholder shareholder groups soliciting written consents communication with the Board. See pages 27 to simultaneously, some of which may be 28 of this Proxy Statement for more information duplicative or contradictory. In addition, the regarding GM’s shareholder engagement Board would not have the opportunity to practices and how you can contact the Board. consider the merits of the proposed action and provide its recommendation for shareholder Therefore, the Board of Directors recommends consideration. a vote AGAINST this shareholder proposal.

2021 PROXY STATEMENT 89 it has 6 and it has continued to : Proponents suggest, at 7 : Shareholders request the Board of the size of its large SUVs and trucks. Risk%20in%20the%20U.S.%20Financial%20System%20for%20 posting.pdf https://www.climateaction100.org/wp-content/uploads/ 2020/12/Net-Zero-Benchmark-Indicators-12.15.20.pdf https://www.gmsustainability.com/_pdf/cdp/ Climate_Change_2020_Information_Request- General_Motors_Company.pdf https://2degrees-investing.org/leading-car-company-production- plans-set-to-miss-key-climate-target/ https://www.cnn.com/2020/11/11/politics/climate-executive- actions-joe-biden/index.html https://www.govtrack.us/congress/bills/subjects/ climate_change_and_greenhouse_gases/6040#sort=- introduced date https://www.nature.com/articles/d41586-020-00175-5 https://www.cftc.gov/sites/default/files/2020-09/9-9- 20%20Report%20of%20the%20Subcommittee%20on%20Climate- Related%20Market%20Risk%20-%20Managing%20Climate%20 While GM has set GHG reduction targets, not reported acompensation remuneration awards structure with thatsuch progress links targets inreducing achieving — acompensation governance is climate best anachievement practice effective of for wayrelevant performance risk. to targets, incentivize metricsmanagement disclosing Since canimplementing policies is aligned assureParis with 1.5 executive achieving degree investors the well setting goal. above GM’s that 2 current degrees, trajectory and is effectively 5 6 7 1 2 3 4 increase Resolved Directors issue aand excluding report, confidential information, atand evaluating reasonable disclosing if expense the and how criteriaIndicator, the company or of haspolicies met whether to the beand, it if fully so, when Executive intends responsive it intends to to to do Remuneration Supporting such so. Indicator revise Statement Company its discretion, therationale report for also agoals include decision any in notIndicator line decision to not with to setline with set the and the and Executive disclose Remuneration disclose Executive Indicator. goals in Remuneration 1 PROXY STATEMENT PROXY 5 2021 finding that climate 4 SHAREHOLDER PROPOSAL REGARDING A REPORT ON GREENHOUSE GAS EMISSIONS TARGETS AS A PERFORMANCE ELEMENT OF EXECUTIVE COMPENSATION branches of government, 3 and judicial 2 : The increasing rate and number of change posesimpair a the significanteconomy; risk productive to, capacityShareholders and are of, could material increasingly climate risk the concerned totheir both about U.S. their portfolios companiesdisclosures and and from seekinvest; the clear companies and inIn consistent which response to they committee material of climate risk, the(CA100+), the a Climate steering coalition Action ofwith 100+ more $52 than initiative 500Company trillion investors in Benchmarkcalling on assets, the (Net issued— largest carbon a Zero including emittingreducing companies Net greenhouse our Benchmark) gas Zero zero, (GHG) improving Company emissions climate governance, to and —specific net providing climate related financial to disclosures; work toward An important indicator of companythe alignment with Parisindicator Agreement’s 8.2, 1.5 whichthe seeks degree disclosure company’s goal onincorporates executive whether is remuneration Sub- elements (“Executive scheme Remuneration climate Indicator”); Indicator change 8.2CEO criteria and/or include: at performance remuneration least (1)The one other company’s incorporate senior climate executive’s change performancedetermining as a arrangements KPI performance-linked(reference to ‘ESG’ or compensation are ‘sustainability insufficient) performance’ andand/or specifically (2) that at theremuneration company’s arrangements least incorporate CEO progress towards one achieving the othertargets company’s as GHG senior a reduction compensation KPI executive’s determining (requires performance-linked medium, meeting and short relevantemissions, term consistent long, targets with2050 for net or Scope sooner). zero 1 emissions — by 3 legislative, We will provide theshareholder name, proposal address, upon andcontent of share a the ownership proposal shareholder’s of for which the request. we shareholders and The our whoWhereas Board submitted accept shareholder no this responsibility. proponents Ruleclimate-related are 14a-8 responsible disasterscausing for alarms the to affecting be raised within society the executive, is ITEM NO. 5: making theclimate mitigation corporate a significant policy sector’s issue; The contribution to Commodityrecently Futures issued a Trading report Commission

ITEM

NO. 5 90 The Board of Directors recommends a vote AGAINST this proposal for the following reasons:

GM has committed to carbon neutrality in its GHG emissions targets has impacted our products and operations. executives’ individual compensation decisions since 2017. We have highlighted our executives’ GM takes the challenge of climate change key 2020 ESG achievements with a leaf in the seriously. In January 2021, we announced plans to “Our Company Performance” section on page 42 be carbon neutral in our global products and and the “Performance Results and Compensation operations by 2040. We have also committed to Decisions” section beginning on page 54 of this the Business Ambition Pledge for 1.5° and Proxy Statement. In addition, our Sustainability announced that we aspire to eliminate tailpipe Report, available at gmsustainability.com, provides emissions from new light-duty vehicles by 2035. detailed information on our ESG results and a GM also plans to source renewable energy to power listing of our ESG-related policies. 100% of its U.S. sites by 2030 and of its global sites by 2035, which represents a five-year acceleration GM has a demonstrated track record of taking of the Company’s previously announced global actions designed to reduce GHG emissions. goal. Our commitment to a future with zero emissions These carbon reduction commitments build upon has been reinforced and demonstrated by our our announcement in November 2020 that we actions: increased our financial commitment to EVs and AVs to $27 billion through 2025 — up from • Improved Fuel Efficiency Performance: We $20 billion. We also announced that we intend to improved our fleet average GHG emissions from offer 30 all-electric models globally by 331 grams to 314 grams per mile, equivalent to mid-decade and that 40% of the Company’s U.S. 26.8 to 28.3 miles per gallon, over model years models will be battery electric by the end of 2025. 2012 through 2019. GM’s executive compensation practices are • Reduced GHG Emissions: We achieved a 20% aligned with our all-electric future. reduction in metric tons of CO2e per vehicle manufactured between 2010 and 2020 — three As discussed in the Executive Compensation years ahead of schedule. section beginning on page 41 of this Proxy • Transforming Mobility: We partnered with Cruise

Statement, the Board believes it has the right ITEM plans in place to motivate, retain, and drive and Honda to develop and introduce the Cruise NO. 5 leaders to deliver results that are aligned with our Origin, an all-electric AV that has the ability to vison of a future with zero emissions. Our fully reduce the number of vehicles on the road independent Executive Compensation Committee through deployment in ride-sharing platforms. works closely with its independent advisor each • Delivering Goods with a Reduced Carbon year to set appropriate metrics for the Company’s Footprint: In January 2021, we announced the incentive compensation programs. The launch of BrightDrop, a growth business that Committee has designed the Company’s short- will offer an all-electric fleet combined with term incentive plan to incentivize our executive first-to-last-mile delivery products to reduce officers to deliver on GM’s key strategic initiatives, emissions in delivery fleets. many of which are expected to reduce GM’s greenhouse gas (“GHG”) emissions, including Our executive compensation arrangements executing GM’s EV growth strategy, pursuing already address the objectives of this proposal. science-based targets for carbon reduction, and achieving GHG emissions compliance in all global Because our executive compensation is already markets. linked to GM’s ongoing efforts to reduce GHG emissions from our products and operations, The STIP awards build upon the Committee’s preparation of the report requested by established practice of evaluating the proponents is neither necessary nor a good use of performance of each executive based on how he Company resources. or she performs relative to pre-established Therefore, the Board of Directors recommends a strategic goals, which focus on both operational vote AGAINST this shareholder proposal. and sustainability results. As a result, sustainability performance on matters such as

2021 PROXY STATEMENT 91 vote Broker Effect of No effect No effect No effect Non-Votes Discretionary Effect of Counted as Counted as Counted as Counted as “AGAINST” “AGAINST” “AGAINST” “AGAINST” Abstentions Approval and entitled to vote Majority of votes cast No effect No effect Vote Requirement for (in person or by proxy) Majority of shares present PROXY STATEMENT PROXY FOR FOR FOR 2021 Board AGAINST AGAINST Recommendation Shareholder Proposal Regarding a Report on Greenhouse Gas Emissions Targets as a Performance Element of Executive Compensation Shareholder Proposal Regarding Shareholder Written Consent Board Proposal to Ratify the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2021 Board Proposal to Approve, on an Advisory Basis, Named Executive Officer Compensation Board Proposal Regarding Election of Directors Other Matters to Be Presented at the Annual Meeting Board Recommendations and Vote Requirements* (the “Bylaws”) for a description ofmeeting the agenda vote items listed requirements above. and the impact of abstentions and broker non-votes on the 1 3 2 5 4 Item Description Agenda ᮣ We do not knowincluded of any in matters this todirector be Proxy voted Statement. or on If by Items shareholdersexecuted any 2 at matter, proxy the through other Annual gives 5 Meetingaccordance than the with other in their the than best Proxies judgment those this election with (as of respect Proxy to defined the the Statement, matter below) Board’s presented. is nominees discretionary properly for authority presented to at vote the your meeting, shares your in * See sections 1.7 and 2.2(c) of the General Motors Company Amended and Restated Bylaws as of August 14, 2018, Voting and Meeting Information ᮣ GENERAL INFORMATION ABOUT THE ANNUAL MEETING

GENERAL INFORMATION

ABOUT THE ANNUAL MEETING 92 ᮣ Attending the Virtual Annual Meeting GM currently expects that its Annual Meeting will be held via a live video webcast; however, as of the date of this mailing, COVID-19 continues to spread throughout the United States, including Michigan. If it becomes necessary due to public health considerations or the need to comply with federal, state, and local restrictions on gatherings and movement, we may need to conduct the Annual Meeting in an audio- only format. If this occurs, the Board of Directors and certain members of management will dial in to the GENERAL INFORMATION webinar from remote locations and will not be present in person. ABOUT THE ANNUAL MEETING

How to Participate in 1. Visit virtualshareholdermeeting.com/GM2021; and the Annual Meeting 2. Enter the 16-digit control number included on your Notice Regarding the Online Availability of Proxy Materials (“Notice”), on your proxy card (if you received a printed copy of the proxy materials), or on the instructions that accompanied your proxy materials. You may begin to log into the meeting platform beginning at 12:45 p.m. Eastern Time on June 14, 2021. The meeting will begin promptly at 1:00 p.m. Eastern Time.

How to Participate in Call (877) 328-2502 (toll free) or (412) 317-5419 (international) to listen to the Annual Meeting the meeting proceedings. You will not be able to vote your shares during the Without Internet meeting. Access

How to Participate in Visit virtualshareholdermeeting.com/GM2021 and register as a guest. You will the Annual Meeting not be able to vote your shares or ask questions during the meeting. Without a 16-digit Control Number

For Help with Call (800) 586-1548 (U.S.) or (303) 562-9288 (international) for assistance. Technical Difficulties If you need additional shareholder support, please e-mail [email protected] or call (313) 667-1432 for assistance.

Additional Questions Email GM Shareholder Relations at [email protected] or call (313) 667-1432.

ᮣ Submitting Questions for Our Online Meeting

Submitting 1. Log in to proxyvote.com; Questions 2. Enter your 16-digit control number; and Before the Meeting 3. Once past the login screen, click on “Questions for Management,” type in your question, and click “Submit.”

1. Log into the online meeting platform at Submitting virtualshareholdermeeting.com/GM2021, type your question into the “Ask Questions a Question” field, and click “Submit”; or During the Meeting 2. Call (877) 328-2502 (toll free) or (412) 317-5419 (international) and press *1 when we announce the question and answer session has opened.

Only shareholders with a valid control number will be allowed to ask questions. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. If there are questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints, management will post answers to a representative set of such questions at investor.gm.com/shareholder. The questions and answers will be available as soon as practicable after the meeting and will remain available until GM’s 2022 Proxy Statement is filed.

2021 PROXY STATEMENT 93 PROXY STATEMENT PROXY 2021 Revoking Your Proxy Voting Without Attending the Annual Meeting Who Can Vote Proxies Quorum Voting at the Annual Meeting ᮣ After you haverevoke submitted it your at proxy any timecause or your until previously voting it granted is proxy instructions to voted be by at revoked unless the Internet, you Annual telephone, specifically Meeting. make or that Participation request. in mail, the you Annual Meeting may will not To vote your shares withoutthe attending Notice, the on meeting, your please proxyvoting follow card, instructions the or in instructions on the proper for the form, voting votingdate, your instructions provided and shares form. on will return When be the you voted proxy accordingvote, timely card to submit your or your your instructions. voting proxy If shares instructions or youDirectors, form sign, will as without specifying indicated be how above. you votedp.m. Internet wish Eastern and Time by to telephone on cast Sunday, voting the your June are 13, Proxies 2021. available 24 according hours to a day, the through recommendations 11:59 of the Board of ᮣ ᮣ If you are a holderhold of a the Company’s valid common1,451,247,770 proxy, stock shares as of you common of are stock theentitles outstanding close entitled the and of holder entitled to to business to one on vote. vote vote. Each April at share 15, of 2021, the our or common Annual you stock Meeting. On that date, the Company had The Board appointed theCathcart following Chaplin (collectively, officers the to “Proxies”).form act If you with as sign proxies: voting and Mary returnmatters instructions, your T. described one proxy Barra, in card or this or Craigform more voting Proxy B. without instruction Statement. of voting Glidden, instructions, If and the one you or Ann Board. Proxies sign more of will and the return Proxies vote will your your vote proxy your shares card shares as or as recommended voting by you the instruction direct on the The presence of the holdersproxy, of a will majority constitute of a thenon-votes quorum outstanding are shares for counted of as transacting our present business common for purposes stock, at of in the establishing person a Annual or quorum Meeting. by atᮣ Abstentions the meeting. and broker ᮣ ᮣ Shareholders of record andAnnual beneficial Meeting. owners However, will even bethat if able you you also to plan vote vote by toAnnual their proxy Meeting. participate so shares in that electronically your the during votes Annual the will Meeting be online, counted if we you recommend later decide not to participate in the

GENERAL INFORMATION

ABOUT THE ANNUAL MEETING 94 To revoke your proxy, follow the instructions below.

Shareholders of Record Street Name Shareholders • Grant a new proxy bearing a later date (which • Notify your broker, bank, or nominee in automatically revokes the earlier proxy); accordance with that entity’s procedures for revoking your voting instructions; or • Send a written notice of revocation to the GENERAL INFORMATION General Motors Company Corporate Secretary • Participate in the Annual Meeting and vote ABOUT THE ANNUAL MEETING at Mail Code 482-C25-A36, 300 Renaissance your shares electronically during the meeting. Center, Detroit, Michigan 48265; • E-mail the General Motors Company Corporate Secretary at [email protected];or • Participate in the Annual Meeting and vote your shares electronically during the meeting.

ᮣ Annual Meeting Voting Results Our independent inspector of elections, Broadridge , Inc., will tabulate the vote at the Annual Meeting. We will provide voting results on our website and in a Current Report on Form 8-K filed with the SEC. ᮣ “Shareholder of Record” and “Beneficial Shareholder” If your shares are owned directly in your name in an account with GM’s stock transfer agent, Computershare Trust Company, N.A., you are considered the “shareholder of record” of those shares in your account. If your shares are held in an account with a broker, bank, or other nominee as custodian on your behalf, you are considered a “beneficial shareholder” of those shares, which are held in street name. The broker, bank, or other nominee is considered the shareholder of record for those shares. As the beneficial owner, you have the right to instruct the broker, bank, or other nominee on how to vote the shares in your account. In order for your shares to be voted in the way you would like, you must provide voting instructions to your broker, bank, or other nominee by the deadline provided in the proxy materials you receive from your broker, bank, or other nominee. If you do not provide voting instructions to your broker, bank, or other nominee, whether your shares can be voted on your behalf depends on the type of item being considered for vote. Under NYSE rules, brokers are permitted to exercise discretionary voting authority only on “routine” matters. Therefore, your broker may vote on Item No. 3 (“Board Proposal to Ratify the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2021”) even if you do not provide voting instructions because it is considered a routine matter. Your broker is not permitted to vote on the other agenda Items if you do not provide voting instructions because those items involve matters that are considered nonroutine. ᮣ Householding SEC rules permit companies to send a single Proxy Statement and Annual Report or Notice to two or more shareholders that share the same address, subject to certain conditions. Each shareholder will continue to receive a separate proxy card or voting instruction form, and it will include the unique 16-digit control number that is needed to vote those shares and to access and vote during the Annual Meeting. This “householding” rule will benefit both the shareholders and GM by reducing the volume of duplicate information shareholders receive and reducing GM’s printing and mailing costs. If one set of these documents was sent to your household for the use of all GM shareholders in your household and one or more of you would prefer to receive additional sets or if multiple copies of these documents were sent to your household and you want to receive one set, please contact Broadridge Financial Solutions, Inc., by calling toll-free at 866-540-7095 or by writing to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717.

2021 PROXY STATEMENT 95 December 16, . Other Proposals or Nominees for Representation at Next Year’s Annual Meeting Our Bylaws require that any shareholder proposal, including a director nomination, that is not submitted for inclusion in next year’s Proxy Statement (either under SEC Rule 14a-8 or our proxy access bylaw), but is instead sought to be presented directly at next year’s annual meeting must be received at our principal executive offices no earlier than 180 days and no later than 120 days before the first anniversary of this year’s Annual Meeting. , and no later than 11:59 p.m. Eastern Time February 14, 2022. . Our Bylaws permit a shareholderorgroupof shareholders (up to 20) who have owned a significant amount of common stock (at least 3%) for a significant amount of time (at least three years) to submit director nominees (up to 20% of the Board or two directors, whichever is greater) for inclusion in our Proxy Statement if the shareholder(s) and the nominee(s) satisfy the requirements specified in our Bylaws. Director Nominees for Inclusion in Next Year’s Proxy Statement (Proxy Access) Proposals must be received at ourexecutive principal offices no earlier than 2021 on Proposals must include information required by our Bylaws, which are available oninvestor.gm.com/resources our website at PROXY STATEMENT PROXY 2021 December 31, . SEC rules and our Bylaws permit shareholders to submit proposals for inclusion in our Proxy Statement if the shareholder and the proposal meet the requirements specified in SEC Rule 14a-8. Proposals must be received at our principal executive offices no later than 11:59 p.m. Eastern Time on 2021 Rule 14a-8 Proposals by Shareholders for Inclusion in Next Year’s Proxy Statement Mail proposals to our Corporate SecretaryRenaissance at Center, Mail Detroit, Code Michigan 482-C25-A36, 48265 300 [email protected] send proposals by e-mail to Proposals must conform to and include the information required by SEC Rule 14a-8. Shareholder Proposals and Director Nominations for the 2022 Annual Meeting Rules/Provisions Deadline for Submitting These Proposals Type of Proposal Where to Send These Proposals What to Include ᮣ If a broker, bank, ordirectly other nominee holds if your shares, youStatement please contact or have your Annual broker, Report, questions bank,you or or to other about wish state nominee that to delivery you receive do not multiple of consent copies to materials, of householding. proxy require materials, which additional would require copies of the Proxy

GENERAL INFORMATION

ABOUT THE ANNUAL MEETING 96 ᮣ Annual Report and Other Investor Materials You may download a copy of our 2020 Annual Report and Proxy Statement at investor.gm.com/ shareholder. Our other SEC filings are available at investor.gm.com/sec-filings. Alternatively, you may request a printed copy of these publications by writing to Shareholder Relations at General Motors Company, Mail Code 482-C25-A36, 300 Renaissance Center, Detroit, Michigan 48265 or by e-mail to [email protected]. GENERAL INFORMATION ABOUT THE ANNUAL MEETING ᮣ Cost of Proxy Solicitation We will pay our cost for soliciting proxies for the Annual Meeting. The Company will distribute proxy materials and follow-up reminders, if any, by mail and electronic means. We have engaged Alliance Advisors, LLC (“Alliance”), a professional proxy solicitation firm located at 200 Broadacres Drive, Bloomfield, New Jersey 07003, to assist with the solicitation of proxies and to provide related advice and informational support for a service fee, plus customary disbursements. We expect to pay Alliance an aggregate fee, including reasonable out-of-pocket expenses, of up to $20,000, depending on the level of services actually provided. GM directors, officers, and employees may also solicit proxies by mail, telephone, or personal visits. They will not receive any additional compensation for their services. GM will provide copies of these proxy materials to banks, brokerage houses, fiduciaries, and custodians holding in their names shares of our common stock beneficially owned by others so that they may forward these proxy materials to the beneficial owners. As usual, we will reimburse brokers, banks, and other nominees for their reasonable expenses in forwarding proxy materials to beneficial owners.

2021 PROXY STATEMENT 97 [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX A: NON-GAAP FINANCIAL MEASURES

Return on Equity APPENDIX A

We define Return on Equity (“ROE”) as Net income period. Management uses Average equity to provide attributable to stockholders for the trailing four comparable amounts in the calculation of ROE. The quarters divided by Average equity for the same following table summarizes the calculation of ROE:

($B) 2020 Net Income Attributable to Stockholders $ 6.4 Average equity(1) $43.3 ROE 14.9% (1) Includes equity of noncontrolling interests where the corresponding earnings (loss) are included in Net income (loss) attributable to stockholders.

Non-GAAP Reconciliations

Our Company reports its financial results in of these non-GAAP measures may not be accordance with generally accepted accounting comparable with similarly titled measures of other principles in the United States (“GAAP”). However, companies due to potential differences between management believes that certain non-GAAP companies in the method of calculation. As a result, financial measures provide users with additional the use of these non-GAAP measures has meaningful financial information. limitations and should not be considered superior to, in isolation from, or as a substitute for related Our non-GAAP measures presented in this Proxy GAAP measures. See our 2020 Form 10-K and our Statement include: (i) earnings before interest and subsequent filings with the SEC for additional taxes (“EBIT”)–adjusted, presented net of information about the non-GAAP measures noncontrolling interests, (ii) earnings per share presented herein, including a description of the use (“EPS”)–diluted–adjusted, and (iii) return on of such measures. The numbers in the tables below invested capital (“ROIC”)-adjusted. These may not sum due to rounding. measures relate to our continuing operations and not our discontinued operations. Our calculation

($B) 2020 Net Income Attributable to Stockholders $ 6.4 Income Tax Expense 1.8 Automotive Interest Expense 1.1 Automotive Interest Income (0.2) Adjustments: GM International (“GMI”) restructuring(1) 0.7 Ignition switch recall and related legal matters(2) (0.1) Cadillac dealer strategy(3) 0.1 Total Special items 0.7 EBIT-adjusted $9.7 (1) This adjustment was excluded because of a strategic decision to rationalize our core operations by exiting or significantly reducing our presence in various international markets to focus resources on opportunities expected to deliver higher returns. The adjustment primarily consists of dealer restructurings, asset impairments, inventory provisions, and employee separation charges in Australia, New Zealand, Thailand, and India.

2021 PROXY STATEMENT A-1 0.16 0.46 15.0% (0.05) 43.3 2020 2020 $ 4.90 $9.7 PROXY STATEMENT PROXY 2021 (2) (2) (3) (1) (1) Average equity Add: Average automotive debt and interest liabilitiesAdd: (excluding capital Average automotive leases) net pension and other post-retirementLess: benefits Average liabilities automotive net income tax asset 17.6 27.8 (24.0) of this Proxy Statement. of this Proxy Statement for adjustment details. jurisdiction to which the adjustment relates. assets in Australiaallowances are and not considered New part of Zealand. our core This operations. adjustment was excluded because significant impacts of valuation included various investigations, inquiries, and complaints from constituents. network as part of Cadillac’s electric vehicle strategy. Tax effect of adjustments Tax adjustments EBIT-adjusted ($B) EPS-diluted-adjusted $ per Share Diluted Earnings per Common ShareAdjustments $ 4.33 ROIC-adjusted average net assetsROIC-adjusted 64.7 (1) Refer to the reconciliation of Net income attributable(2) to stockholders under Includes U.S. equity GAAP of to noncontrolling EBIT-adjusted interests on where page the A-1 corresponding earnings are included in EBIT-adjusted. (1) Refer to the reconciliation of Net income attributable(2) to stockholders under The U.S. GAAP tax to EBIT-adjusted effect on page of A-1 each(3) adjustment is This adjustment determined consists based of tax on expense the related to tax the laws establishment of and a valuation valuation allowance allowance against status deferred tax of the (2) This adjustment was excluded because(3) of This the adjustment was unique excluded because events it relates associated to strategic with activities to the transition certain ignition Cadillac dealers switch from the recall, which

APPENDIX A A-2 Adjusted Automotive Free Cash Flow In the section titled “Executive Compensation,” free cash flow (as calculated for incentive we present one of our incentive compensation compensation purposes) to Net automotive cash measures, adjusted automotive free cash flow, provided by operating activities, its nearest GAAP APPENDIX A which is not prepared in accordance with GAAP. measure. Below is a reconciliation of adjusted automotive

($B) 2020 Net Automotive Cash Provided by Operating Activities $ 7.5 Less: Capital expenditures (5.3) Adjustments: Add: GMI restructuring 0.4 Add: Cadillac dealer strategy — Less: GM indirect tax recoveries (0.1) Add: Incentive compensation adjustments(1) 0.1 Total adjustments 0.4 Adjusted Automotive Free Cash Flow (for incentive compensation purposes) $ 2.7 (1) Reflects certain recall-related expenses attributable to events occurring in 2014. Note: Amounts may not sum due to rounding.

2021 PROXY STATEMENT A-3 [THIS PAGE INTENTIONALLY LEFT BLANK]

We see a world with Zero crashes Zero congestion Zero emissions

General Motors will offer thirty EVs by 2025. And our people are a driving force behind making this a reality.