Last year, we sent a letter to the board and encouraged GM to publicly disclose to shareholders how executive/organizational compensation is directly tied to the company’s decarbonization efforts and the actual performance achieved on an annual basis. Since then, the company has made significant improvements to its compensation plan to better align executive compensation with long-term strategic objectives. We intend to support the reelection of chair of the compensation committee, Ms. Carol Stephenson, and the executive compensation plan to signal our support for the company’s responsiveness to our feedback.
Neuberger Berman generally supports shareholder proposals calling for the separation of the roles of CEO and chair. We generally believe an independent chair is better able to oversee management and set an agenda aligned with shareholder interests without conflicts of interest that an executive or insider director might encounter. However, we believe it is best practice to implement and phase in any policy to create an independent chair role when there is a contract renewal for the current CEO or during the next CEO transition. Here, we note that the proposal does not include a provision for the separation to occur at the next leadership transition. Further, the board has a lead independent director with robust responsibilities. For these reasons, we intend to oppose the shareholder proposal regarding independent chair. Read more about our vote rationale at NB Votes.