At General Motors and Ford, the board’s compensation committee—not the CEO—has decision-making responsibility for executive pay. The package combines salary, annual incentives and long-term equity, with market considerations, company performance, retention and shareholder input informing the process. The companies’ 2026 proxy statements report 2025 total compensation of $29,895,868 for GM CEO Mary Barra and $27,519,558 for Ford CEO James Farley; neither figure means that amount was paid in cash.
Who decides what the CEOs are paid?
At both automakers, a board committee oversees executive compensation and is responsible for determining it. Management can provide recommendations and analysis, but that does not make the CEO the decision-maker on their own compensation. The committee’s role is to review the program and its outcomes as part of board governance.
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The details of committee structure and process differ. Ford’s Compensation, Talent and Culture Committee is made up of independent directors. It establishes and reviews the company’s executive-compensation strategy, oversees compensation programs, evaluates the Executive Chair, President and CEO and other officers, and determines executive compensation. The committee receives management recommendations and analysis from an independent compensation consultant, but the proxy identifies the committee as the decision-maker. Ford’s 2026 proxy statement describes that governance arrangement.
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In other words, the salary and the broader package are not set by a shareholder vote or by the CEO acting alone. The committee has decision responsibility, while management input, outside compensation analysis at Ford, market considerations and feedback from investors are inputs to its work. The filings describe the governance roles and broad considerations; they do not present a single formula that mechanically converts a particular result into a CEO’s salary.
What factors shape a CEO compensation package?
Neither company describes CEO pay as a single salary figure. Their programs connect several forms of compensation to different purposes: salary provides fixed pay; annual incentives connect a portion of compensation to nearer-term performance; and equity awards are intended to link compensation to longer-term company or shareholder outcomes. The companies describe competitiveness and retention as considerations alongside performance and shareholder interests.
These elements serve different time horizons. Salary is the fixed component, while an annual incentive plan evaluates performance for a particular year. Long-term awards are designed to extend the incentive horizon beyond the annual cycle. A comparison that looks only at salary therefore misses much of the package; a comparison of total compensation alone can also conceal how much comes from each category and what form it takes.
GM’s approach
GM’s proxy explains the program in terms of performance, market competitiveness, retention and alignment with shareholder interests. Those considerations are inputs to the committee’s oversight; they do not mean that any one market comparison or performance result mechanically sets a CEO’s pay. The disclosed compensation table separately identifies salary, stock awards, non-equity incentive compensation and other compensation, allowing shareholders to see the reported mix rather than a single unexplained total.
The table’s categories are useful for understanding the package, but they should not be mistaken for a breakdown of money deposited into the CEO’s account. Stock awards are a substantial reported category, and the separate incentive and other-compensation entries add information beyond fixed salary. GM’s proxy also discusses shareholder engagement and the relationship the company seeks between compensation, performance, retention and shareholder interests.
Ford’s approach
Ford names four principal compensation elements: salary, the Annual Performance Bonus Plan, performance stock units (PSUs) and restricted stock units (RSUs). Retirement and benefits are also part of the broader compensation program. These elements differ in how they are linked to performance and time: salary is fixed, the annual bonus uses annual company and individual performance factors, and the equity awards create longer-term incentives. The 2025 measures below describe that compensation cycle, not a permanent set of targets for future years.
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PSUs and RSUs are both forms of equity awards, but the Ford proxy identifies a performance measure for the 2025 PSU grants: relative shareholder returns over three years. The annual bonus, by contrast, used annual company and individual factors. That distinction helps explain why the disclosed package combines both shorter-term and longer-term incentives rather than relying on one measure or one payment date.
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Ford’s 2026 proxy gives specific detail about the 2025 performance cycle. The Annual Performance Bonus Plan used company and individual performance factors. Its specified company measures were:
- EBIT margin.
- Quality.
- Global electrified vehicle volume, excluding China.
- Integrated-services revenue.
These measures span financial performance, product quality, electrified-vehicle volume and services. The proxy’s wording matters: the volume measure excluded China, so it should not be described as an unrestricted global total. The inclusion of individual performance factors also means the plan was not described solely as a company-wide formula.
For Ford’s 2025 PSU grants, the performance measure was three-year relative total shareholder return (rTSR) compared with an automotive peer group. Outcomes could range from 0% to 200% of target. This is a multi-year equity measure, distinct from the annual bonus measures. It compares shareholder returns over the stated period with a peer group; it does not mean that the CEO automatically receives target awards or that the awards are cash paid when granted.
The 0% to 200% range describes the possible PSU outcome relative to target for those grants; it is not a range for the CEO’s total compensation or a guaranteed payout. The time horizon and peer comparison are also important: an annual business metric and a three-year relative-return measure assess different things. The proxy’s 2025 details are specific to that year’s plan and grants, so they should not be carried forward as promised measures for a later compensation cycle.
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How do the reported 2025 compensation figures compare?
The figures below come from each company’s 2026 proxy statement and refer to the 2025 compensation year. Both filings use a Summary Compensation Table with separate categories. The table is useful for comparing what each company reported, but its total should not be read as salary or cash received.
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| CEO and company | Salary | Stock awards | Non-equity incentive compensation | Other compensation | Reported total |
|---|---|---|---|---|---|
| Mary T. Barra, General Motors | $2,100,000 | $21,623,970 | $4,956,000 | $1,215,898 | $29,895,868 |
| James D. Farley, Jr., Ford | $1,700,000 | $18,868,309 | $5,746,000 | $1,205,249 | $27,519,558 |
Sources: GM 2026 proxy statement and Ford 2026 proxy statement. Dollar amounts are the companies’ reported 2025 Summary Compensation Table figures.
The largest listed category for each CEO is stock awards, not salary. Ford’s non-equity incentive entry is larger than GM’s, while GM’s reported salary and stock-award entries are larger. Those observations describe the table categories only; they do not establish which CEO ultimately realized more value from equity after vesting, taxes or changes in stock price.
On the reported totals, Barra’s figure is higher than Farley’s, but that headline comparison is only one way to read the disclosures. The mix differs: GM reports the higher salary and stock-award values, while Ford reports the higher non-equity incentive amount. The totals combine these categories with other compensation, so they are not a like-for-like measure of cash received or of the ultimate value of awards.
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Why reported total compensation is not the same as cash received
A Summary Compensation Table total brings together categories that do not all represent cash paid to the executive in the year shown. Salary is the fixed-pay component, while the table reports stock awards and non-equity incentives separately, along with other compensation. Equity is not the same thing as cash in hand: an award’s reported value does not answer what it will be worth when it vests or what the CEO may eventually receive after taxes and stock-price movement.
For that reason, three questions should be kept separate when reading a proxy: what the company reports under the required compensation-table categories, what incentives were earned under the applicable plan, and what equity ultimately vests or is realized. The totals above answer the first question. They are not a measure of take-home pay, nor do they alone tell a reader the final cash value of all awards.
This distinction also helps explain why a salary-only comparison is incomplete. Salary is one element of the package, but it leaves out annual incentive compensation, stock awards and other reported compensation. Conversely, adding all those categories into one total without explaining them can create the false impression that the entire amount was received as cash in 2025.
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Readers should also distinguish an award’s value when reported from what happens later. The proxy table does not, by itself, show the eventual value of equity at vesting, the effect of later share-price changes, or the amount remaining after taxes. Those questions require information beyond the reported total. Likewise, the reported annual incentive entry is a separate compensation-table category; it should not be folded into salary or described as a stock award.
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Shareholders have an advisory say-on-pay vote, and the companies describe shareholder engagement as an input to compensation governance. An advisory vote gives investors a way to express support or opposition to the disclosed executive-compensation approach; it is not a direct vote setting an individual CEO’s salary. Decision authority remains with the board’s compensation committee.
GM’s 2026 proxy reports that its 2025 say-on-pay vote received support from over 90% of shareholders. That result is a governance signal considered alongside the company’s engagement with shareholders, not a binding salary instruction. Ford’s proxy likewise describes annual say-on-pay voting and investor engagement, without turning the vote into a direct individual-pay determination.
The vote is therefore relevant but not equivalent to approval of a specific salary amount. Shareholder engagement can give the committee feedback on the program, and the advisory vote records investors’ views on the disclosed compensation approach. In both cases, the board committee retains the decision role described in the proxies.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.How to read the two companies’ disclosures side by side
A useful comparison starts with who has authority, then moves to the type of award, the performance horizon and the reporting category. Matching labels across companies can obscure meaningful differences: Ford’s proxy spells out 2025 annual bonus measures and a three-year PSU measure, while GM’s table presented here reports the principal compensation categories without establishing an identical metric structure.
- Decision authority: each company assigns oversight and decision responsibility to its board compensation committee; Ford identifies an independent committee and explains that it receives management recommendations and independent consultant analysis.
- Pay mix: salary, annual incentive compensation and long-term equity appear in both companies’ programs, but award names and structures are not identical.
- Performance horizon: Ford’s 2025 bonus metrics relate to annual company and individual performance, while its PSU measure spans three years. That cycle-specific detail should not be attributed to future plans without a later filing.
- Shareholder input: engagement and advisory say-on-pay votes inform oversight; they do not replace the committee as the body that determines executive compensation.
- Reported totals: compare the salary, stock-award, incentive and other-compensation rows as well as the total, and keep reported accounting values separate from cash received or equity ultimately realized.
The proxy statements are the most direct sources for these details because they disclose the committee’s role, the design of the compensation program and the annual table figures in the companies’ own filings. For a later compensation year, the relevant proxy should be checked again: incentive measures and award terms can change, and the 2025 Ford plan details are not a promise of future targets.
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Frequently Asked Questions
Who decides how much the GM and Ford CEOs are paid?
Each company’s board compensation committee has oversight and decision responsibility. Ford’s Compensation, Talent and Culture Committee is composed of independent directors and receives management recommendations and analysis from an independent compensation consultant. Management input does not make the CEO the decision-maker on their own pay.
How much did the CEOs of GM and Ford make in 2025?
The companies’ 2026 proxy statements report total compensation of $29,895,868 for GM CEO Mary Barra and $27,519,558 for Ford CEO James Farley for the 2025 compensation year. Those Summary Compensation Table totals include stock awards, incentives and other compensation; they are not amounts paid entirely in cash.
What part of CEO pay is salary versus stock or bonuses?
GM reported Barra’s 2025 compensation as $2,100,000 in salary, $21,623,970 in stock awards, $4,956,000 in non-equity incentive compensation and $1,215,898 in other compensation. Ford reported Farley’s as $1,700,000 in salary, $18,868,309 in stock awards, $5,746,000 in non-equity incentive compensation and $1,205,249 in other compensation.
Do shareholders vote on CEO pay?
Both companies describe annual advisory say-on-pay votes and shareholder engagement. The vote lets investors express a view on the compensation approach, but it does not directly set an individual CEO’s salary; the board compensation committee remains responsible for determining executive compensation.
Does reported total compensation mean the CEO received that amount in cash?
No. The total combines salary with stock awards, non-equity incentive compensation and other categories. The table does not by itself show the eventual value of equity at vesting, the effect of stock-price movement, or after-tax proceeds.
The Bottom Line
GM and Ford assign CEO-pay decisions to board compensation committees, using packages that combine salary, incentives and equity. Their 2026 proxies report 2025 totals of $29,895,868 for Mary Barra and $27,519,558 for James Farley, but those totals are accounting disclosures—not cash received. Ford’s stated annual bonus and three-year PSU measures are specific to its 2025 compensation cycle, while shareholder say-on-pay votes are advisory rather than a direct salary-setting mechanism.
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