In its prospectus filed with the Securities and Exchange Commission Wednesday, GM said consultant Stephen Girsky received more than $1 million to advise the automaker on strategic alternatives for Saturn before he became a director.
GM said the Saturn “engagement” began in early 2009 and was completed before Girsky was named to its board in July 2009. Under a Saturn agreement baked into the bankruptcy case that split GM into two parts, old and new, “New GM” said it was required to pay Girsky a fee of $1 million.
Also, while president of consulting firm SJG, Girsky received advisory fees of $400,000 and approximately $50,000 in reimbursed expenses from “Old GM” for consulting services in 2009 related to Saturn, GM said in the filing.
GM planned to sell Saturn to Penske Automotive, but the deal fell apart last fall when Penske failed to secure non-GM future products for Saturn dealers beyond 2011. Girsky also was a senior adviser to GM Chairman Ed Whitacre from December 2009 to February 2010.
In that role, GM said he received salary stock grants valued at $225,000 under the company's salary stock plan and reimbursement of living expenses in Detroit, as well as travel expenses to and from Detroit.
In March, Girsky was named vice chairman of GM with responsibility for corporate strategy and business development.
Under his employment agreement, Girsky's annual base salary is $500,000 in cash. GM said he will receive the remaining 90 percent of his total annual compensation in the form of salary stock, awarded under the company's salary stock plan, in the amount of $3 million, which will be paid over three years beginning in 2011. He will also be granted “TARP compliant” restricted stock units valued at $1.5 million.
GM said Girsky won't receive any special post-employment compensation or benefits, or additional compensation for his board service.