(Adds executive compensation information, background)
By Bernie Woodall and Ben Klayman
DETROIT, April 25 United Auto Workers Vice
President Joe Ashton has been nominated to General Motors Co's
board as the representative for the healthcare trust for
retired GM workers, the company said in a filing with the U.S.
Securities and Exchange Commission on Friday.
GM also reiterated that Chief Executive Officer Mary Barra,
who is grappling with a massive recall of vehicles with ignition
switches linked to at least 13 deaths, would receive more than
$14 million in cash and stock this year.
Ashton, 65, is the head of the UAW's General Motors
department and will retire from the union in June. If elected,
he will be begin his term in August.
GM has also nominated Steve Girsky, 51, to remain on the
board as Ashton takes his place as the health trust's
representative, according to the SEC filing. Girsky, GM's former
vice chairman, began his tenure on the automaker's board in July
In addition to heading the GM department for the union,
Ashton has been instrumental in increasing the UAW's membership
among casino workers. He joined the UAW in 1969 and has been a
member of its international staff for 28 years.
The retiree healthcare trust, a voluntary employees
beneficiary association, or VEBA, received GM stock in the
company's bankruptcy restructuring in 2009, and got a seat on
the board at that time.
The VEBA, as of April 1, owned 140.15 million shares of GM
common stock, or about 8.7 percent of outstanding shares.
Ashton and Girsky will be on a slate of 12 candidates for
the GM board to be voted on by shareholders at the company's
annual meeting on June 10 in Detroit.
In the SEC filing mentioning the board membership
nominations, GM affirmed plans for Barra to receive $14.4
million in executive compensation this year.
Financial rewards for top executives would be more closely
tied to performance than in recent years, the filing said,
adding that portions of compensation would have to be approved
by shareholders at the June 10 meeting.
Former CEO Dan Akerson had signaled last December that the
company planned to align compensation with financial and
operation goals such as global market share and vehicle quality.
Barra, 52, took over for Akerson as CEO in mid-January.
Akerson maintained a senior adviser position with GM and will
serve in that position until he leaves the company in July, the
Akerson received just over $9 million last year, down from
$11.1 million in 2012. Barra's 2013 compensation, when she was
GM's global product development chief, was $5.2 million.
Girsky's 2013 compensation as vice chairman and head of
corporate strategy and business development was about $6.4
After GM received about $50 billion in a taxpayer bailout,
pay for its executives was restricted by the U.S. government.
The restrictions were eliminated when the U.S. Treasury sold the
last of its ownership five months ago.
GM also disclosed that 2014 cash and stock compensation for
President Dan Ammann and Chief Financial Officer Chuck Stevens
will be $6.8 million and $4 million, respectively.
Under the company's long-term incentives plan for 2014 to
2016, GM proposes awarding to 1,600 executive employees stock
now valued at about $231 million, which must be approved by
shareholders. This includes the top executives like Barra and
If Ashton is approved and Girsky is re-elected, the GM board
will have 12 people, down from its current 14 members. Leaving
the board are David Bonderman, Robert Krebs and Cynthia Telles.
(Reporting by Bernie Woodall; Editing by Lisa Von Ahn and Tom