Stock Incentive Plans

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

GM Stock Incentive Awards We grant to certain employees RSUs, PSUs and stock options (collectively, stock incentive awards) under our 2020 LTIP and prior to the 2020 LTIP, under our 2017 and 2014 LTIP. The 2020 LTIP was approved by stockholders in June 2020. Any new awards granted after the approval of the 2020 LTIP in June 2020 will be issued under the 2020 LTIP. To the extent any shares remain available for issuance under the 2017 LTIP and/or the 2014 LTIP, such shares will only be used to settle outstanding awards that were previously granted under such plans prior to June 2020. The awards under the plans are subject to forfeiture if the participant leaves the company for reasons other than those permitted under the plans such as retirement, death or disability.

RSU awards granted either cliff vest or ratably vest generally over a three-year service period, as defined in the terms of each award. PSU awards vest at the end of a three-year performance period, based on performance criteria determined by the Executive Compensation Committee of the Board of Directors at the time of award. The number of shares earned, or units paid in cash, may equal, exceed or be less than the targeted number depending on whether the performance criteria are met, surpassed or not met. Our service-based stock options vest ratably over three years. Stock options expire 10 years from the grant date.

Equity-Classified Awards


	Shares (in millions)	Weighted-Average Grant Date Fair Value		Weighted-Average Remaining Contractual Term in Years
Units outstanding at January 1, 2024	39.9	$	27.53	0.9
Granted	10.0	$	41.76
Settled	(11.6)	$	22.65
Forfeited or expired	(3.4)	$	45.26
Units outstanding at December 31, 2024(a)	34.9	$	31.52	3.0

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(a) Includes the target amount of PSUs.

There were no stock options issued during the year ended December 31, 2024. Our weighted-average assumptions used to value our stock options are a dividend yield of 1.90% and 1.60%, expected volatility of 34.0% and 41.0%, a risk-free interest rate of 3.70% and 1.88%, and an expected option life of 6.00 years for options issued during the years ended December 31, 2023 and 2022. The expected volatility is based on the average of the implied volatility of publicly traded options for our common stock.

Total compensation expense related to the above awards was $332 million, $340 million and $419 million in the years ended December 31, 2024, 2023 and 2022.

At December 31, 2024, the total unrecognized compensation expense for nonvested equity awards granted was $273 million. This expense is expected to be recorded over a weighted-average period of 1.6 years. The total fair value of stock incentive awards vested was $257 million, $425 million and $307 million in the years ended December 31, 2024, 2023 and 2022.

Liability-Classified Awards We grant certain employees stock incentive awards that are payable in cash. The total compensation expense and cash paid to settle these awards was insignificant in the years ended December 31, 2024, 2023 and 2022.

Cruise Stock Incentive Awards Cruise granted RSUs that will settle in common shares of Cruise Holdings in the years ended December 31, 2024, 2023 and 2022. Stock options were granted in common shares of Cruise Holdings in the year ended December 31, 2022. These awards were granted under Cruise's 2018 Employee Incentive Plan approved by Cruise Holdings' Board of Directors in August 2018. Shares awarded under the plan are subject to forfeiture if the participant leaves the company for reasons other than those permitted under the plan. In March 2022, Cruise modified its RSUs that settle in Cruise Class B Common Shares to remove the liquidity vesting condition such that all granted RSU awards vest solely upon satisfaction of a service condition. The service condition for the majority of these awards is satisfied over four years. Upon modification, 31 million RSUs whose service condition was previously met became immediately vested, thereby resulting in the immediate recognition of compensation expense. Subsequent to the modification, holders of Cruise Class B Common Shares issued to settle vested awards could tender their shares generally at the fair value of Cruise’s common stock. The ability to tender the Class B Common Shares results in certain awards to be classified as liabilities and other awards to be presented in temporary equity. A final tender offer was completed in April 2024, after which substantially all remaining outstanding unvested Cruise RSUs were exchanged by participants for unvested cash payment rights. The remaining outstanding Cruise RSUs are insignificant and are now presented in permanent equity.

Total compensation expense related to Cruise Holdings' share-based awards was insignificant, $0.4 billion and $1.6 billion for the years ended December 31, 2024, 2023 and 2022. GM conducted quarterly tender offers for the years ended December 31, 2023 and 2022 and paid approximately $0.2 billion, $0.3 billion and $0.6 billion in cash to settle tendered Cruise Class B Common Shares during the years ended December 31, 2024, 2023 and 2022.