General Motors will add two new board members at its annual meeting in June, hoping to gain expertise in the volatile global energy market and emerging diesel-engine segment for passenger cars in the U.S.
GM filed regulatory papers today with the U.S. Securities and Exchange Commission nominating James J. Mulva, chairman and CEO of ConocoPhillips, and Theodore M. “Tim” Solso, former chairman and CEO of Cummins, to its board of directors.
The election of Mulva and Solso by GM stockholders would bring the auto maker’s board of directors to 14 members, up from 12.
Twelve of the directors would be independent of GM. GM Chairman and CEO Dan Akerson and Vice Chairman Steve Girsky also sit on the board.
Akerson says in a statement the addition of Mulva and Solso gives the auto maker more expertise in leading large complex companies, but also new perspective to strengthen GM’s governance.
Akerson cites Mulva’s “extensive experience and expertise in the energy industry and in-depth background in finance.” He says Solso brings diesel-engine manufacturing and engineering know-how and a track record of compliance with emissions regulations.
Like other global auto makers, GM finds itself challenged by volatile global energy markets making product-development decisions more difficult. One element of the auto maker’s strategy to cope with fluctuating fuel prices is to re-introduce diesel engines to the U.S. light-vehicle segment, beginning first with the Chevy Cruze 2.0L turbodiesel in 2013.
GM also plans a turbodiesel engine for its all-new Cadillac ATS and prior to its 2009 bankruptcy was developing an oil burner for its large pickups.
Mulva and Solso each would receive a base compensation of $200,000 for serving on GM’s board, a rate established in 2009, with half of that money tied to performance of the auto maker’s stock. Akerson and Girsky do not receive additional compensation for their board work.
Mulva brings 39 years of experience in the energy industry at ConocoPhillips and Phillips Petroleum, holding a number of domestic and international senior-management positions in finance including chief financial officer.
Mulva also oversaw mergers and acquisitions, business restructurings and negotiated joint ventures, all management issues GM currently faces as it seeks to strengthen its global position with partnerships such as the coming tie-up with PSA Citroen Peugeot of France.
Mulva, who currently serves on the board of directors at GE, holds bachelor’s and master’s degrees in business administration from the University of Texas.
Solso retired from diesel-engine expert Cummins last year. He held a variety of senior management positions over a 40-year career that saw Cummins solidify its position as a global leader in the design, manufacturing, distribution and service of diesel and natural-gas engines and related components worldwide.
Solso presently serves on the board of directors at Ball Corp. He holds a bachelor’s degree in psychology from DePauw University and a master’s in business administration from Harvard University.
GM’s annual stockholders meeting, which will be held in Detroit, will seek to re-elect current board members, ratify Deloitte & Touche as its independent accounting firm and approve the auto maker’s executive-compensation program.
According to the filing, Akerson received a compensation package last year of cash and stock valued at $7.7 million, up from $2.5 million in 2010. His 2011 compensation includes a base salary of $1.7 million that falls beneath the top-25 compensated executives in a competitive group of companies.
Akerson’s counterpart at Ford, CEO Alan Mulally, earned $29.5 million in 2011 and last month as part of the company’s performance incentive received stock valued at $58.3 million.
Tom Stephens, former GM vice chairman and chief technology officer, received the most pay at the auto maker with a compensation package valued at $8.3 million. Girsky’s compensation is valued at $5.3 million.
GM’s executive compensation remains federally limited, owing to the U.S. Treasury Dept.’s 32% stake in the auto maker from its taxpayer-funded bankruptcy.
GM also will present a report on the state of its business at the annual meeting and take questions from stockholders.
