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NEW YORK (CNNMoney.com) — In a surprise move, General Motors chief executive Fritz Henderson resigned Tuesday, giving the battered government-owned automaker its third boss in less than a year.



The move was announced by GM Chairman Ed Whitacre following what he described as a “hectic” meeting of the company’s board of directors, which had been put in place with government oversight after the company’s trip through bankruptcy earlier this year.

Whitacre said he will take over as CEO of the nation’s largest automaker until a replacement is found, and that a search for a new president and CEO would start immediately.

The Treasury Department, which owns 61% of GM stock, was informed of the move but not consulted in advance, according to GM spokesman Chris Preuss.

An administration official said the decision “was made by the board of directors alone” and that the administration was not involved in the decision.
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Henderson, 51, a career GM employee, took over as CEO after Rick Wagoner was forced out in March by the Obama administration as part of GM’s government-supervised restructuring.

Whitacre did not answer any questions about the change or the reasons behind them.

“While momentum has been building over the past several months, all involved agree that changes needed to be made,” he said.

At the time of his appointment as CEO, many analysts questioned whether Henderson, who has worked at GM for 25 years since graduating from business school, was the right executive to change GM’s insular culture.

Others have said, however, that bringing in an outsider would have been risky given the size and scope of GM and the complexity of its problems.

Steven Rattner, the former head of a Treasury task force that led the government takeover, wrote in Fortune in October that Henderson was originally offered the title of interim CEO but asked not to have the “interim” attached to his title because he didn’t want his authority undercut.

For his part, Henderson had pointed out that the board could fire him at any time.

Whitacre said Tuesday that he and the board are convinced that GM is moving in the right direction.

But GM recently reported a loss of $1.2 billion since its emergence from bankruptcy on July 10 through Sept. 30. Meanwhile, rivals Toyota Motor (TM) and Ford Motor (F, Fortune 500) reported surprise profits in the period due to the spike in sales from the Cash for Clunkers program.

GM also suffered setbacks in its reorganization effort.

The announced sale of its Saturn brand to the Penske Automotive Group (PAG, Fortune 500) fell through earlier this summer. Last week a Swedish buyer for its Saab brand backed out, citing delays in GM closing the sale.

The failed deals forced GM to announce plans to close Saturn and look for an alternative buyer for Saab. GM said Tuesday that it would weigh various offers for Saab for another month, but that closing it was an option.

GM also has not been able to finalize the sale of its Hummer brand to a Chinese manufacturer on the announced timetable.

Finally, last month GM said that it had decided not to sell a majority stake in its main European brand Opel to a group led by Canadian parts supplier Magna International (MGA). It is now seeking help from European governments to restructure that business to end losses there.

David Cole, chairman of the Center for Automotive Research, a Michigan think tank, said he believes that Henderson and the board were on the same page on the Opel deal. He said he doesn’t believe the Saab deal was big enough to spark a falling out, but that it’s possible it was seen as a sign by the board that Henderson was not able to execute the company’s plans.

“My guess is it is something that materialized very quickly,” Cole said. “This is not something that was brewing for some time.”

Still others say they saw the writing on the wall.

“This does not come entirely as a shock,” commented Edmunds.com Senior Analyst Michelle Krebs. “Ed Whitacre was the government’s choice to lead the company and the Automotive Task Force always appeared lukewarm about the idea of Fritz staying in the top job,” she said.

“In recent months, the board and Henderson appeared as if they were not on the same page,” added Krebs.

Tom Libby, president of the Society of Automotive Analysts, said he had heard rumors recently that Vice Chairman Bob Lutz would replace Henderson. Libby believes that Lutz is still in the running.

Lutz, 77, is credited with helping to change GM’s slow-moving insular culture and with greatly improving its product lineup in his recent role as global head of product development. Lutz now heads GM’s marketing efforts.

“It’s indisputable that, as a product person, he’s been very successful, but this is a very different situation,” Libby said.

Cole said he’d be surprised if GM went with an insider to be the new CEO. The job should be attractive to outside candidates even with wage limits imposed by government ownership.

“With the reorganization, they’ve take a lot of costs out of each vehicle,” Cole said. “When industrywide sales start to improve, they should get very profitable very fast.”

But industrywide sales have yet to show much improvement. On Tuesday industrywide sales for November came in little changed from the weak sales levels of a year ago for the second straight month.

Henderson announced last month that GM would start to repay its $6.7 billion loan to Treasury and make a $1 billion payment by the end of the year. But the government’s ability to recover most of the $50 billion it sunk into the reorganization of GM will depend on its ability to sell stock to the public at an improved price.

GM, because of the bankruptcy, has not disclosed Henderson’s 2009 pay. Treasury Department records show that the company’s top executive salary this year is $950,000 in cash and total compensation of $5.4 million.



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