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NINETY EIGHT REGENCY

GM names Russo as lead independent director

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GM names Russo as lead independent director

BY TIM HIGGINS

FREE PRESS BUSINESS WRITER

The General Motors board of directors has designated Patricia Russo as the board’s lead independent director, the company announced today.

Russo, the former CEO of Alcatel-Lucent, joined the GM board in July as the automaker emerged from government-backed bankruptcy.

As part of GM’s restructuring last year, a majority of GM’s board was replaced by new members, including Ed Whitacre, who was named chairman.

In December, Whitacre assumed the chief executive role after Fritz Henderson resigned. Then in January, the board picked Whitacre as the permanent CEO. The added responsibility meant that the board no longer had a lead independent member who was not part of GM’s management team.

On Tuesday, the board amended the company’s articles of incorporation to give the board the flexibility to elect an independent or a non-independent chairman and to require the board to designate an independent lead director if the board chooses a chairperson who is not considered independent.

“Our board believes that a lead director provides independent and effective oversight to the combined role of CEO and chairman,” Renee Rashid-Merem, a GM spokeswoman, said in a statement.

Russo was picked Tuesday, GM said in a filing with the U.S. Securities and Exchange Commission. She served as the lead director at Schering Plough in 2009 and is currently on the boards of Alcoa Inc. and Merck & Co..

“Pat Russo has a proven track record of leadership and strong corporate governance,” Rashid-Merem said.

GM also announced Stephen Girsky’s amended salary for taking the added role of vice chairman of corporate strategy and business development. The package is worth about $5 million, mostly in company stock, according to the SEC filing.

Girksy will get an annual cash salary of $500,000 and $3 million in GM stock that will be payable over three years beginning in 2012, according to the SEC filing. He will also get restricted stock valued at $1.5 million.

Girksy, who is also a GM board member, will not get additional compensation for his board service, according to GM.

Girksy, who had been an adviser to Whitacre, was made vice chairman in February. He was previously receiving a $200,000 annual salary as a board member. Under Girsky’s prior role as a consultant, he was paid $75,000 per month under the company’s employee salary stock plan.

link:

http://www.freep.com/article/20100305/BUSINESS0101/100305065/1210/BUSINESS01/GM-names-Russo-as-lead-independent-director

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