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GENERAL MOTORS Restricted stock shares boost top executives' compensation



Published: Sun, April 20, 2003 @ 12:00 a.m.



The stock grants will mean millions when they leave.

NEW YORK (AP) -- General Motors Corp. said that president and chief executive Rick Wagoner was its top paid executive last year, earning some $7 million, though Wagoner and other executives received no cash bonuses.

Instead of cash, the automaker's top officers received restricted shares of GM stock that can be sold only when they retire or leave the company.

GM, the world's largest automaker, made the disclosures Thursday in its annual filing with the Securities and Exchange Commission.

Chairman Jack Smith, who retires May 1 after 42 years with the company, received 55,000 restricted shares, which GM valued at $2.2 million, as well as his annual salary of $1.025 million.

Smith's total compensation for 2002 was $3.4 million, up from $2.5 million in 2001, the company said.

Other top officers

Overall compensation for GM's top officers includes base salary, the restricted stock options, long-term incentives and other perks such as life insurance benefits.

Wagoner, who will replace Smith as chairman, received 125,000 shares worth $5 million. Wagoner's salary was the company's highest at $2 million, unchanged from '01.

Wagoner's total compensation of about $7 million was up from $2.6 million in 2001.

Vice chairmen Bob Lutz and John Devine were awarded 75,000 restricted shares -- valued at some $3 million -- in addition to their salaries of $1.45 million.

Lutz's total compensation last year was $5.9 million. He made $983,000 the year before, when he joined the company in September.

Devine's total compensation in 2002 was $5.6 million, some $800,000 more than 2001.

The restricted shares were valued at $40.05 each, based on the average high and low value of each share's price when they were granted.

Market report

In trading Thursday on the New York Stock Exchange, GM shares were up 31 cents to close at $35.37. The shares have traded as high as $68.17 in the past year, but the price has fallen in recent months in part because of concerns about rising pension liabilities and health care costs.

GM's U.S. market share rose for the second consecutive year in 2002, the first time it had achieved such a feat in 26 years. And the company's profits tripled in 2002 to $1.7 billion from $601 million in 2001.

Still, because of economic uncertainty, GM leadership decided against cash bonuses for its top executives, said spokesman Jerry Dubrowski.

GM will hold its annual stockholders meeting June 3 in Wilmington, Del.




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