UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment No. )
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General Electric Company
(Name of Registrant as Specified In Its Charter) Also see“Acronyms Used”on page Fellow Shareholders, As the world emerges from the pandemic and now faces the tragedy of war in Ukraine, we are reminded of the importance of GE’s role in a chaotic world. Despite powerful cross currents, this past year marks another year of progress for GE and I’m grateful to be able to share some perspective about the Board’s efforts on your behalf and priorities as we move forward. We are proud of the progress the GE team has made in strengthening the company, and we look forward to continuing the historic transformation that is underway. As we press ahead, we do so mindful of the suffering of the people of Ukraine and stand with our team, our customers and all those affected. We have and will continue to donate medical equipment and humanitarian support to help relieve the suffering from this conflict. LAYING THE FOUNDATION FOR THREE NEW COMPANIES Since I became lead director in late 2018, GE has been working through a turnaround to focus and de-risk the portfolio, stabilize the balance sheet and improve operations across our businesses. Those multi-year efforts reached significant milestones during 2021. We have executed on portfolio actions to make GE a simpler, stronger, technology-driven industrial company, and following the sale of the GECAS aircraft leasing business to AerCap in November the GE portfolio and financials are focused on our industrial core. With the proceeds from the GECAS transaction we launched one of the largest-ever debt tender offers, bringing GE’s total gross debt reduction over three years to $87 billion. And across GE’s businesses, the leadership teams are improving operations through lean and decentralization, with momentum beginning to pick up and be reflected in better financial performance—free cash flow, profit margins and earnings per share for 2021 all improved markedly and exceeded GE’s full-year outlook. These efforts have been foundational to executing what will be the biggest transformation in GE’s history. As announced in November, GE plans to create three industry-leading, global public companies focused on the growth sectors of aviation, healthcare and energy. This plan is the product of a thoughtful, deliberative strategic process by the full Board and GE leadership team, and we spent a significant portion of our time as a Board in 2021 considering a range of alternatives. The three future companies will have greater strategic, financial and operational flexibility to realize their full potential. They will also have dedicated boards of directors with deep domain expertise, and already that is beginning to influence our recruitment of new directors. In this proxy, we are nominating Steve Angel, Bella Goren and Tom Mihaljevic as new directors on the GE Board, and they bring decades of experience across the energy, aviation and healthcare industries. We believe that the planned spin-offs will best position each of our businesses to deliver long-term growth and create value for all our stakeholders. SHARPENING OUR FOCUS ON SUSTAINABILITY GE’s businesses are working to adapt and innovate solutions for three critical global needs: building the future of smarter and more efficient flight; developing precision healthcare that personalizes diagnoses and treatments; and leading the energy transition. We believe our businesses’ strategies and focus on these significant challenges are well aligned with broader goals of sustainable development, and GE approaches sustainability with a commitment to innovation as a central element. As a Board, we have been spending more time on the important linkages among long-term strategy, sustainability and risk management. In July 2021, we published an inaugural Sustainability Report to provide greater transparency on our sustainability approach and priorities, and to highlight GE achievements and work yet to be done. Among other things, the Sustainability Report provided a response to the shareholder proposal from last year’s proxy that we supported and articulates GE’s robust sustainability initiatives. ENGAGING TO STAY CLOSE TO OUR SHAREHOLDERS We remain committed to robust and meaningful engagement with our shareholders on a regular basis, spanning discussions about financial, governance, sustainability and other topics. In 2021, GE’s governance engagements encompassed meetings with shareholders representing over half of our outstanding shares, which is nearly 80% of the shares held by institutional investors. Independent directors led many of these meetings, which means that fellow Board members and I have had a chance to hear direct feedback and questions from a large portion of GE’s shareholder base. We always consider our shareholders’ interests and feedback as part of the Board’s deliberations and decision-making. And this year, following the say-on-pay vote in 2021, we have been particularly keen to understand shareholder feedback so that we could take appropriate actions in response related to compensation matters. The letter from the Management Development & Compensation Committee and the compensation section in this proxy provide more details about those actions. For 130 years, GE has leveraged innovation to build a world that works. We are committed to continuing that legacy as we execute on our plan to form three strong independent companies with bright futures. On behalf of the entire Board, I thank you for your continued investment and support of GE through this pivotal phase of the company’s history. THOMAS W. HORTON GE 1 2019 PROGRESS * Metrics denoted with an * are non-GAAP financial measures. For information on how we calculate the performance metrics, see“Explanation of Non-GAAP Financial Measures and Performance Metrics” on page 53. LEAN PRINCIPLES Defining our future by our culture and how we run the businesses. CANDOREncouraging employees to be candid and to provide honest opinions on what they observe and think, not just to tell their stakeholders what they think they want to hear. TRANSPARENCYPutting both the good and the bad on the table and in equal measure, particularly when assessing our strengths and weaknesses, so we can better prioritize our work and focus to reach the right path forward for our stakeholders. HUMILITYAcknowledging what we do not know and where we have room for improvement, and responding appropriately through our actions. Today, GE is a stronger, more customer-centric company. We are building a culture that puts safety at the forefront and lean at the center. As a company with momentum, we are positioned to succeed in the biggest transformation in our history—creating three companies focused on critical global needs in aviation, healthcare, and energy. Deeper operational focus, accountability, and agility to meet customer needs Tailored capital allocation decisions in line with distinct strategies and industry-specific dynamics Position of Strength We delivered solid margin and EPS performance and $5.8 billion of free cash flow*1. We are seeing momentum in GE today including near-term improvement in our businesses, especially as Aviation recovers and our end markets strengthen. We expect to deliver between $5.5 billion and $6.5 billion in free cash flow* in 2022 and more than $7 billion in 2023. STRONG FINANCIAL POSITION IMPROVED BUSINESS AND OPERATING PERFORMANCE 2 GE GE is positioned to continue to lead in three important growth sectors—creating a smarter and more efficient future of flight, enabling precision health, and driving decarbonization through the energy transition—critical to our customers and the various end-markets that we serve. Future of Flight Precision Health Energy Transition Helping customers achieve greater efficiency and sustainability and invent the future of flight. Driving innovation in precision health to address critical patient and clinical challenges. Supporting customers and communities seeking to provide affordable, reliable, and sustainable power. GE 2022 PROXY STATEMENT 3 Logistics DATE AND TIME LOCATION RECORD DATE You are invited to participate in GE’s 2022 Annual Meeting. If you were a GE shareholder at the close of business on March 8, 2022, you are entitled to vote at the Annual Meeting. Even if you plan to attend the live webcast, we encourage you to submit your vote as soon as possible through one of the methods available to you. Cordially, Agenda Elect the 13 director nominees named in the proxy for the coming year Page 6 Approve our named executives’ compensation in advisory vote FOR Page 25 See page 25 for a Letter from the Management Development & Compensation Committee. Ratify the selection of Deloitte as independent auditor for 2022 FOR Page 53 Approve the 2022 Long-Term Incentive Plan FOR Page 55 Vote on the shareholder proposals included in the proxy, if properly presented at the meeting AGAINST each proposal Page 59 Via the internet at www.proxyvote.com, or at the website indicated on the materials provided to you by your broker By Telephone By Mail If you are a beneficial owner and received a voting instruction form, please follow the instructions provided by your bank or broker to vote your shares. We have created an Annual Meeting website at https://www.ge.com/annualmeeting to make it easy to access our 2022 Annual Meeting materials. At the Annual Meeting website you can find an overview of the items to be voted, the proxy statement and the annual report to read online or to download, as well as a link to vote your shares. WHERE CAN YOU FIND MORE INFORMATION? 4 GE We have ongoing and robust engagement with our shareholders that includes governance-focused engagement meetings throughout each year. We value being close to our shareholders and hearing their feedback directly, as we seek to continuously improve GE’s performance, programs and reporting. Following our say-on-pay vote in 2021, we widened our governance outreach and engagement even further to ensure we understood shareholders’ concerns to inform our actions in response. The governance engagements detailed below are in addition to the regular discussions that our senior leadership and Investor Relations teams have with many institutional and retail shareholders, which often include governance, sustainability and similar matters as well. Who We Met With Engaged with shareholders representing 76% of outstanding shares held by institutional investors Represents 52% of total outstanding shares Independent directors joined engagements covering 61% of outstanding shares held by institutional investors Represents 42% of total outstanding shares Integrated Engagement Team Independent directors Legal Human Resources Investor Relations Sustainability Key Areas of Focus Company strategy Board oversight and governance Executive compensation, including say-on-pay response Climate change and other sustainability matters Human capital, including diversity Taking Actions Informed by Shareholder Feedback STRATEGY See Page 20 ► BOARD OF DIRECTORS See Page 6 ► EXECUTIVE COMPENSATION See Page 26 ► SUSTAINABILITY Where to find more information about our say-on-pay response GE 2022 PROXY STATEMENT 5 What are you voting on? All nominees are current GE Board members who were elected by shareholders at the 2021 Annual Meeting, except for Stephen Angel and Isabella Goren who were elected to the Board effective March 2022, and Tomislav Mihaljevic who was elected to the Board effective April 2022. BOARD 2021 Board Rhythm 43 meetings 6 1/year Chair Lead Director 6/year 1/year Regular Calls H. Lawrence Thomas Horton Regular meetings Strategic talent review Between meetings 6 GE 2022 PROXY STATEMENT TENURE 3.4 years average tenure AGE DIVERSITY INDEPENDENCE The committee memberships indicate the composition of the committees of the Board as of the date of this proxy. Our director nominees’ primary qualifications and attributes are highlighted in the following matrix. The matrix is intended as a high-level summary and not an exhaustive list of each director’s skills or contributions to the Board. Key Corporate Governance Practices Thomas Horton 8 GE Leslie Seidman Director Since: 2018 Risa Lavizzo-Mourey Professor emeritus, University of Pennsylvania, Philadelphia, PA (since 2018) and Former President and CEO, Robert Wood Johnson Foundation, Princeton, NJ (2003–2017) Certifications GE 2022 PROXY STATEMENT 9 Stephen Director Since: 2022 Sébastien Director Since: 2016 Ashton Director Since: 2020 Prior Business Experience Current Public Company Boards Past Public Company Boards Other Positions Education GE Committee Membership Prior Business Experience Current Public Company Boards Past Public Company Boards Other Positions Education GE Committee Membership Prior Government Experience Prior Academic Experience Prior Business Experience Current Public Company Boards Other Positions Education 10 GE 2022 PROXY STATEMENT Francisco Director Since: 2013 Edward Director Since: 2017 Isabella Director Since: 2022 GE Committee Membership Prior Business Experience Current Public Company Boards Past Public Company Boards Other Positions Education GE Committee Membership Prior Business Experience Current Public Company Boards Past Public Company Boards Education Prior Business Experience Current Public Company Boards Past Public Company Boards Other Positions Education GE 2022 PROXY STATEMENT 11 Catherine Director Since: 2019 Tomislav Director Since: 2022 Paula Rosput Director Since: 2018 GE Committee Membership Prior Business Experience Current Public Company Boards Other Positions Education GE Committee Membership Prior Business Experience 12 GE 2022 PROXY STATEMENT GE believes that independent board oversight is an essential component of strong corporate performance. We also believe that the decision as to whether the positions of Chairman and CEO should be combined or separated, and whether an executive or an independent director should serve as the Chairman should be based upon the circumstances facing the company. Maintaining flexibility on this policy allows the Board to choose the leadership structure that will best serve the interests of the company and its shareholders at any particular time. WHY OUR BOARD LEADERSHIP STRUCTURE IS APPROPRIATE FOR GE AT THIS TIME. The Board continues to believe that its current leadership structure, which has a combined role of Chairman and CEO, counterbalanced by a strong independent Board led by a lead director and independent directors chairing each of the Board committees, is in the best interests of GE and its shareholders. In the Board’s view, this structure allows Mr. Culp, as Chairman and CEO, to drive strategy and agenda setting at the Board level, while maintaining responsibility for executing on that strategy as CEO. At the same time, our lead director, Thomas Horton, works with Mr. Culp to set the agenda for the Board and also exercises additional oversight on behalf of the independent directors. The Board will continue to review the appropriateness of this structure and consider shareholder feedback from our ongoing engagements. HOW WE SELECT THE LEAD DIRECTOR. The Governance & Public Affairs Committee (the Governance Committee) considers feedback from the current lead director, our other Board members and the Chairman, and then makes a recommendation to the Board’s independent directors. The independent directors elect the lead director, taking into account the recommendation of the Governance Committee. Thomas Horton, former Chairman and CEO of American Airlines, was first elected as the lead director in September 2018. Under the Board’s Governance Principles, Mr. Horton also serves as chair of the Management Development & Compensation Committee. In the event of Mr. Horton’s incapacity, the chair of the Governance Committee would serve as the lead director until the independent directors selected a new lead director. The Lead Director’s Role The lead director has the following responsibilities (and may also perform other functions at the Board’s request), as detailed in the Board’s Governance Principles: LEAD DIRECTOR CHAIRS Thomas Horton GE How We Are Changing the Board The Governance In March 2022, the Board elected three new directors: Stephen Angel, Isabella Goren and Tomislav Mihaljevic. These new directors bring decades of experience across the energy, aviation and healthcare industries. Ms. Goren was originally recommended for the Board by an independent director, and Mr. Angel and Dr. Mihaljevic were each recommended by management. Director Selection Process Our Governance Committee, together with the full Board, is responsible for establishing criteria, screening candidates and evaluating the qualifications of persons who may be considered for service on our Board. The Governance Committee considers all shareholder recommendations for director candidates. We evaluate them in the same manner as candidates suggested by other sources. The following describes the Board’s selection process: 14 GE 2022 PROXY STATEMENT Important Factors in Assessing Board Composition The Governance Committee strives to maintain an independent a range of experiences and viewpoints. Specifically, under the Board’s diversity policy, the Governance Committee considers attributes such as race, ethnicity, gender, cultural background and professional experience when reviewing candidates for the Board and in assessing the Board’s overall composition. The Board is committed to using refreshment opportunities to strengthen its cognitive diversity. Additionally, the Governance Committee is committed to considering the candidacy of women and ethnically diverse candidates for all future vacancies on the Board. To accomplish this, the Governance Committee will continue to require that search firms engaged by GE include a robust selection of women and ethnically diverse candidates in all prospective director candidate pools. Complying with regulatory requirements and the Board’s independence guidelines. How We Assess Board Size The Governance Committee takes a fresh look at Board size each year, consistent with the Board’s Governance Principles (see“Helpful Resources”on page Board Skills and Experience INDUSTRY & OPERATIONS EXPERIENCE We have sought directors with management and operational experience in the industries in which we compete. For example, in the last five years we have added directors with power, aviation, healthcare and technology expertise. FINANCE & ACCOUNTING EXPERIENCE GE uses a broad set of financial metrics to measure its performance, and accurate financial reporting and robust auditing are critical to our success. We have added a number of directors who qualify as audit committee financial experts, and we expect all of our directors to have an understanding of finance and financial reporting processes. INVESTOR EXPERIENCE To promote strong alignment with our investors, we have added directors who have experience overseeing investments and investment decisions. We believe that these directors can help focus management and the Board on the most critical value drivers for the company, including with respect to setting executive compensation targets and objectives. TECHNOLOGY EXPERIENCE As a high-tech industrial company and leading innovator, we seek to add additional directors with technology backgrounds because our success depends on developing and investing in new technologies and ideas. Technology experience has become increasingly important as our products become more reliant on digital applications. RISK MANAGEMENT EXPERIENCE In light of the Board’s role in overseeing risk management and understanding the most significant risks facing the company, including strategic, operational, financial, legal and compliance and reputational risks, we seek directors with experience in risk management and oversight. GOVERNMENT & REGULATORY EXPERIENCE We have added directors with experience in governmental and regulatory organizations because many of GE’s businesses are heavily regulated and are directly affected by governmental and regulatory actions. GLOBAL EXPERIENCE We seek directors with global business experience because GE’s continued success depends on continuing to grow our businesses outside the United States. For example, in 2021, 56% of our revenue was attributable to activities outside the United States. GE How We Assess Director Independence BOARD COMMITTEE The Board has determined that all members of the Audit, Management Development & Compensation and Governance Committees are independent and also satisfy applicable committee-specific independence requirements. SALES TO GE <1% OF N/A N/A ✓ Charitable contributions from GE 16 GE Our Board seeks to operate with the highest degree of effectiveness, supporting a dynamic boardroom culture of independent thought and intelligent debate on critical matters. We take a comprehensive, year-round view of corporate governance and our adoption of best practices impacts our leadership structure, Board composition and recruitment, director engagement, and accountability to shareholders. Our Board and committee evaluation process allows for annual assessment of our Board practices and the opportunity to identify areas for improvement. ANNUAL EVALUATION PROCESS The Governance Committee oversees and approves the annual formal Board Individual Interviews Discussion of Results Changes Implemented GE Full Board Chairman Angel* Garden Lesjak *elected to the Board in 2022 The independent directors meet regularly in executive 2021 AREAS OF FOCUS A TYPICAL GE BOARD MEETING During 2021, the Board held 6 regularly scheduled meetings, plus 10 special meetings. Due to the COVID-19 pandemic, some meetings were held virtually and the schedules were adjusted to accommodate director participation from different time zones. In June 2021, the Board started holding hybrid in-person and virtual meetings. Before the Meeting Board committee chairs: Management: Thursday (Day 1) Daytime: Evening: Early morning: Daytime: Management: The GE Board in Action: 2021 Highlights Our Board recognizes that its oversight of our strategic priorities and responsibility to GE shareholders requires a personal and professional commitment that extends well beyond regularly scheduled Board meetings. Ongoing and meaningful engagement with the business is critical to staying informed and provides the type of insight that allows our directors to provide effective guidance to our leadership team and to engage in constructive dialogue with each other. ENGAGEMENT WITH SHAREHOLDERS Governance & “Say-on-Pay” Discussions DIRECTOR EDUCATION ESG external experts Ongoing Functional Deep Dives ENGAGEMENT WITH THE BUSINESS Periodic Board Calls Quarterly Senior Leadership Meetings Business Visits and Functional Deep Dives SUCCESSION PLANNING New Healthcare CEO Recruitment BUSINESS AND STRATEGY REVIEW SESSIONS SITE VISITS BOARD - LEADERSHIP MEETINGS EMPLOYEE RESOURCE GROUP MEETINGS REGULAR CALLS WITH THE CEO 18 GE 2022 PROXY STATEMENT COMMITTEE 13 meetings in 2021 6 meetings in 2021 8 meetings in 2021 Chair Other Members Chair Other Members Chair Other Members COMMITTEE Each committee meets periodically throughout the year, reports its actions to the Board, receives reports from senior management, annually evaluates its performance and can retain outside advisors. Formal meetings are typically supplemented with additional calls and sessions. COMMITTEE The GE Strategy GE’s annual long-term strategy process focuses on key strategic questions identified for each business. The leadership teams from the businesses discuss these questions, and their business priorities for the coming year as informed by the long-term strategy process, with the Board during a two-day strategy session in December of each year. A long-term orientation and these key strategic questions continue to be integrated with how we set multi-year priorities across our businesses, as well as our budgets and operational and financial objectives. The Board at meetings throughout the year also regularly discusses capital allocation plans, the company’s performance against its operating plan and annual budget and potential mergers, acquisitions and dispositions with a view toward alignment with our strategic priorities. In 2021, the full Board conducted a rigorous portfolio and business strategy review over several months, culminating in the announcement of a plan to separate GE’s businesses into three industry-leading public companies, focusing on the growth sectors of aviation, healthcare and energy. As standalone companies, we believe each business will benefit from greater focus, tailored capital allocation, and strategic flexibility to drive long-term growth and value for customers, investors, and employees. Enterprise Risk Management We typically organize enterprise risks into the broad categories of strategic, operational, financial, or legal and compliance Sustainability is an integrated aspect of how we think about strategy and risk. Our Board and management believe the long-term interests of shareholders are ENERGY TRANSITION 1/3 of the world’s electricity generated with the help of our technology PRECISION HEALTHCARE Serve more than 1B patients per year FUTURE OF FLIGHT Largest & youngest commercial fleet 20 GE Board Key Governance Processes OPERATING ORGANIZATION & LONG-TERM Quarterly GE CEO reviews with each business on their operating priorities, execution against plan and top risks Annual GE CEO review dedicated to organization and critical talent strategy to drive business results, including action plans related to cultural transformation and diversity Annual long-range review of business strategy, technology roadmap and competitive position, including investment requirements to deliver sustainable growth Annual budget planning process, designed to focus shorter-term financial execution and investments profile to deliver long-term strategic objectives Enterprise Risk Management Framework GE Director Attendance at Meetings The Board expects directors to attend all meetings of the Board and the committees on which the director serves as well as the annual shareholders meeting. BOARD/COMMITTEE MEETINGS.In ANNUAL SHAREHOLDERS MEETING. Board Integrity Policies CODE OF CONDUCT.All directors, officers and employees of GE must act ethically at all times and in accordance with GE’s code of conduct CONFLICTS OF INTEREST.All directors are required to recuse themselves from any discussion or decision affecting their personal, business or professional interests. If an actual or potential conflict of interest arises, the director is required to promptly inform the CEO and the lead director. The Governance Committee reviews any such conflict of interest. If any significant conflict cannot be resolved, the director involved is expected to resign. Limits on Director Service on Other Public Boards GE POLICY.As discussed in detail in the Board’s HOW WE APPLIED TO HORTON.In appointing Mr. Horton as lead director, the Board considered the fact that Mr. Horton is also the lead director for Walmart. In reviewing Mr. Horton’s time commitment at Walmart, the Board noted that Walmart separates the roles of Chairman and CEO, mitigating the potential time commitment of the lead director. The Board determined that Mr. Horton could serve in both roles under the circumstances. HOW YOU CAN COMMUNICATE WITH YOUR BOARD The Audit Committee and the independent directors have established procedures to enable anyone who has a comment or concern about GE’s conduct — including any employee who has a concern about our accounting, internal accounting controls or auditing matters — to communicate that comment or concern directly to the lead director or to the Audit Committee. Information on how to submit these comments or concerns can be found on GE’s website (see “Helpful Resources” on page 77). For a description of shareholder derivative lawsuits involving certain current and former GE executives and members of the Board, refer to Note 22. Commitments, Guarantees, Product Warranties and Other Loss Contingencies in GE’s financial statements in our 2021 Annual Report on Form 10-K. The Governance Committee, composed solely of independent directors, oversees the company’s political spending and lobbying. This includes political and campaign contributions as well as any contributions to trade associations and other tax-exempt and similar organizations that may engage in political activity. As part of its oversight role in public policy and corporate social responsibility, the Governance Committee is responsible for the following: GE currently discloses the names of all trade associations receiving more than $50,000 from the company, including the portion of the company’s payment used for lobbying or political expenditures, as well as any contributions to 501(c)(4)s, beginning with contributions made in 2018. GE’s political spending has declined in recent years, and in 2021 GE did not contribute any corporate funds to political campaigns, committees or candidates for public office. GE 2022 PROXY STATEMENT 23 COMMON STOCK.This column shows beneficial ownership of our common stock as calculated under SEC rules. Except to the extent noted below, everyone included in the table has sole voting and investment power over the shares reported. None of the shares are pledged as security by the named person, although standard brokerage accounts may include non-negotiable provisions regarding set-offs or similar rights.(1) For the named executives, the Stock sub-column includes non-voting interests that may be converted into shares of GE common stock within 60 days, including RSUs. This column also includes shares that may be acquired under stock options that are currently exercisable or will become exercisable within 60 days (see the Options sub-column). For Mr. Culp, this column also includes 1,742,878 performance shares over which he has sole voting but no investment power. TOTAL. This column shows the individual’s total GE stock-based holdings, including voting securities shown in the Common Stock column (as described above), plus non-voting interests such as PSUs (included at the target payout level) and other interests that cannot be converted into shares of GE common stock within 60 days, including, as appropriate, RSUs, DSUs, deferred compensation accounted for as units of GE stock, and stock options. As described under “Director Compensation” on page 51, directors must hold the DSUs included in this column until one year after leaving the Board. COMMON STOCK & TOTAL. Both columns include the following shares over which the named individual has shared voting and investment power through family trusts or other accounts: Angel (5,927), Cox (13,335), Culp (147,783), Garden (4,016,414)(1), Horton (6,906), Reynolds (537), Strazik (13,520), Timko (1,250) and Tisch (442,500)(2). DIRECTORS, NOMINEES & EXECUTIVES. These columns show ownership by our directors, nominees and executive officers as a group. This row includes: (1) 1,016,723 shares that may be acquired under stock options that are or will become exercisable within 60 days, (2) 5,292 RSUs that vest within 60 days, (3) 4,648,172 shares over which there is shared voting and investment power, and (4) 1,742,878 shares over which there is sole voting power but no investment power. Current directors and executive officers as a group own approximately 1.0% of GE’s total outstanding shares, including those shares owned by Trian SPV X (see note 1). 5% BENEFICIAL OWNERS. This column shows shares beneficially owned by T. Rowe Price Associates, 100 East Pratt Street, Baltimore, MD 21202; The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355; BlackRock Inc., 55 East 52nd Street, New York, NY 10055; and FMR LLC (Fidelity), 245 Summer Street, Boston, MA 02210; as follows: The foregoing information is based solely on a Schedule 13G/A filed by T. Rowe Price with the SEC on February 14, 2022, a Schedule 13G/A filed by Vanguard with the SEC on February 9, 2022, a Schedule 13G/A filed by Fidelity with the SEC on February 9, 2022, and a Schedule 13G filed by BlackRock with the SEC on February 1, 2022, as applicable. DELINQUENT SECTION 16(a) REPORTS. Based upon a review of reports and written representations furnished to it, General Electric believes that during 2021, no director, officer, or other person subject to Section 16(a) of the Exchange Act (Section 16) with respect to General Electric failed to file on a timely basis any report required by Section 16. However, in 2021, Ms. Rosput Reynolds reported on Form 4 one purchase of 51 shares that was transacted in 24 GE 2022 PROXY STATEMENT Advisory Approval of Our Named Executives’ Pay We hold say-on-pay votes annually. Under the Board’s policy of providing for annual say-on-pay votes, the next say-on-pay vote will occur at our 2023 Annual Meeting. Why the Board recommends a vote FOR the say-on-pay proposal. The Board believes that our compensation policies and practices are effective in achieving the goals of the compensation program, and that our actions have been responsive to shareholder feedback related to last year’s say-on-pay vote. As members of the Management Development & Compensation Committee, we want to thank the many of you that have met with and First was the grant of performance shares to After considering shareholders’ feedback and a Larry has done and continues to do an extraordinary job as the leader of our company, and we believe all shareholders are pleased that he has been retained and committed to remaining in place until 2024 at a minimum as we execute our previously announced spins and renewal of our businesses. The second area of concern was the way that discretion was used in 2020 annual bonuses for our businesses. With that feedback in mind, the proxy this year demonstrates an approach to annual bonuses that is formulaic and based only on the predetermined performance metrics for our businesses. We did not apply discretion in determining bonus pool funding or individual bonuses for named executives. Many shareholders expressed that the exercise of discretion in our bonus program should not be common, and should be well-explained in disclosure when necessary. We agree and saw no basis to use discretion this year, with the result that we had starkly differentiated bonus funding by business. For example, our Aviation business performed well in 2021 and had bonus funding at 113% of target, while our Renewable Energy business had a challenging year and missed each of its performance metrics, resulting in bonus funding of 0%. We are GE 2022 PROXY STATEMENT 25 Shareholder Engagement on the 2021 Say-on-Pay Vote EXTENSIVE Met with shareholders representing 76% of outstanding shares held by institutional investors In 2021, we received approximately 42% support for our annual say-on-pay proposal. The Management Development & Compensation Committee and entire Board take the outcome of this vote seriously and have been highly focused on understanding and responding to our shareholders’ feedback reflected in this vote. Through the company’s engagement efforts, the committee sought to elicit and consider a full range of shareholders’ perspectives related to GE’s executive compensation program, program design elements and specific actions, to inform appropriate responses to the say-on-pay vote. Shareholders have been overwhelmingly supportive of our See the letter from the Management Development & Compensation Committee on page 25 for more information about our say-on-pay response. 26 GE 2022 PROXY STATEMENT Regular Outreach to Seek Shareholder Feedback The Board views shareholder engagement as a continuous process and regularly seeks feedback directly from our shareholders. Through these engagements, we receive constructive feedback on executive compensation that informs the committee’s program design and specific decisions. The Board remains committed to continuing the dialogue with shareholders regarding our compensation philosophy and practices. 2018-2019 2020-2021 2022 GE 2022 PROXY STATEMENT 27 Overview of Our Executive Compensation Program The executive compensation discussion in this proxy statement focuses on the compensation decisions for our named executives, however our compensation program and plans described below generally apply broadly across GE’s executives. Compensation Philosophy The table below sets forth the primary Deliver on annual investor framework Serves as key compensation vehicle for differentiating performance each year Focus executives on the achievement of specific financial performance goals directly aligned with our operating and strategic plans, and with a TSR modifier based on three-year return from stock price appreciation and dividends PSUs provide a significant stake in the long-term financial success of GE that is aligned with shareholder interests and promote employee retention Performance-Based Compensation Structure 28 GE 2022 PROXY STATEMENT Peer Group and Benchmarking DETERMINING OUR PEER GROUP. Since 2019, the committee has used a peer group for compensation benchmarking purposes. Based on the criteria set forth below, the committee reviews the peer group each year and made no changes to In determining the peer group, HOW WE USE THE PEER GROUP. The committee uses the peer group to assess the pay level of our executives, pay mix, compensation program design and pay practices. The peer group is also used as a reference point when assessing individual pay, though pay decisions are also supplemented by input from the company’s independent compensation consultant and are impacted by internal equity, retention considerations, succession planning and internal GE dynamics. PEER COMPANIES 3M Honeywell This section provides an overview of GE’s incentive compensation plans and how GE performed against the goals established under its We provide annual cash incentive opportunities to our named executives under GE’s Annual Executive Incentive Plan (AEIP). METRICS FOR THE ANNUAL BONUS POOL. HOW THE BONUS PROGRAM WORKS.We pay cash bonuses to our named executives each February or March for the prior performance year. All employees at the executive-band level and above within GE are eligible to participate in the annual bonus program. For our named executives, target bonuses are typically set at 100-150% of In GE 2022 PROXY STATEMENT 29 How We Performed Against Annual Bonus Targets for 2021 The chart below sets forth how Corporate (based on total company) and each of the CORPORATE.For our Corporate named executives—Mr. Culp and Ms. AEIP metrics for Corporate were AVIATION.Mr. 30 GE 2022 PROXY STATEMENT +5% Renewable -10% Gas Power -5% GE 2022 PROXY STATEMENT 31 Overview of Long-Term Incentive Compensation As part of our annual compensation program we use a mix of long-term incentive compensation awards: Performance Stock Units (PSUs), Restricted Stock Units (RSUs) and stock options. HOW WE DETERMINE AWARD AMOUNTS. In determining award amounts, the committee evaluates each executive’s overall compensation relative to the market for similar talent, the mix of cash versus equity as a percentage of the executive’s overall compensation, the executive’s expected future contribution to the success of the company and the retentive value of such awards. In 2021, our annual equity incentive awards for senior executives other than Mr. Culp (who only received PSUs) were weighted approximately 50% as PSUs, 30% as stock options and 20% as RSUs. WE USE PSUs TO ALIGN PAY WITH PERFORMANCE. We see PSUs as a means to focus our named executives on particular goals, including long-term operating goals. Consistent with this OUR CEO’S LONG-TERM INCENTIVE AWARDS ARE ENTIRELY PERFORMANCE-BASED. Since he was hired in 2018, all of Mr. WHY WE USE STOCK OPTIONS AND RSUs. We believe that stock options and RSUs effectively focus our named executives on delivering long-term value to our shareholders. Options have value only to the extent that the price of GE stock rises between the grant date and the exercise date. RSUs reward and retain the named executives by offering them the opportunity to receive GE stock if they are still employed by the company on the date the restrictions lapse. OUR POLICY ON DIVIDEND EQUIVALENTS. With respect to PSUs, performance shares and RSUs, dividend equivalents or dividends, as applicable, are paid out only on shares actually received. 2020 PSUs. The annual PSUs granted to the named executives in 2020 had similar terms to those that were granted to all executives in 2019, with an approximately three-year performance period based on GE’s TSR versus the 2021 PSUs. The annual PSUs granted to the being earned. The named executives may receive between 0% and 175% of the target number of PSUs granted. The committee selected the 2021 PSU metrics of Earnings per Share and Free Cash Flow to add operating metrics to the PSU design, rather than using only relative TSR as in prior years. The committee chose these Compensation Actions for Jr. Age: 2021 Performance Highlights Response to 2021 Say-on-Pay Vote CEO Pay Structure GE Overview of Long-Term Incentive Compensation As part of our annual compensation program we use a mix of long-term incentive compensation awards: Performance Stock Units (PSUs), Restricted Stock Units (RSUs) and stock options. HOW WE DETERMINE AWARD AMOUNTS. In determining award amounts, the committee evaluates each executive’s overall compensation relative to the market for WE USE PSUs TO ALIGN PAY WITH PERFORMANCE. We see PSUs as a means to focus our named executives on particular goals, including long-term operating goals. Consistent with this philosophy, in recent years we have expanded the number of senior leaders receiving PSU awards to drive greater alignment between these executives and shareholders. PSUs have formulaically determined payouts that are earned only if the company achieves specified performance goals. PSUs reward and retain the named executives by offering them the opportunity to receive GE stock if the performance goals are achieved and if they are still employed by us on the date the restrictions lapse. OUR CEO’S LONG-TERM INCENTIVE AWARDS ARE ENTIRELY PERFORMANCE-BASED. Since he was hired in 2018, all of Mr. Culp’s equity awards have been in the form of performance-based equity, as agreed in his employment agreement. By granting Mr. Culp solely performance-based equity, the committee has put more of Mr. Culp’s compensation at risk, providing him with increased incentive to drive longer-term improvements in the business. WHY WE USE STOCK OPTIONS AND RSUs. We believe that stock options and RSUs effectively focus our named executives on delivering long-term value to our shareholders. Options have value only to the extent that the price of GE stock rises between the grant date and the exercise date. RSUs reward and retain the named executives by offering them the opportunity to receive GE stock if they are still employed by the company on the date the restrictions lapse. OUR POLICY ON DIVIDEND EQUIVALENTS. With respect to PSUs, performance shares and RSUs, dividend equivalents or dividends, as applicable, are paid out only on shares actually received. 2021 PSUs. The annual PSUs granted to the named executives in 2021 could convert into shares of GE stock at the end of the three-year performance period based on performance under GE’s one-year 2021 adjusted Earnings per Share (50% weighting) and Free Cash Flow (50% weighting) targets and modification of +/- 20% based on three-year relative TSR versus the S&P 500 Industrials Index, with proportional adjustment for performance between threshold, target and maximum. Performance below threshold against the one-year adjusted Earnings per Share and Free Cash Flow results in no PSUs being earned. The named executives may receive between 0% and 175% of the target number of PSUs granted. The committee selected the 2021 PSU metrics of Earnings per Share and Free Cash Flow to add operating metrics to the PSU design, rather than using only relative TSR as in prior years. The committee chose these operating metrics to incentivize and focus management on both profitability and cash generation, and these continue to be important financial priorities as we execute on our plan to form three independent companies. The use of a one-year performance period for Earnings per Share and Free Cash Flow reflects variability in these metrics and the challenges of setting long-term financial targets in the face of difficult macroeconomic conditions. 32 GE Age: CURRENT AND PRIOR ROLES 2021 Performance Highlights Response to 2021 Say-on-Pay Vote CEO Pay Structure Annual equity awards. Under the terms of his employment agreement, Mr. Culp was granted a PSU award Leadership Performance Share Award. On August 18, 2020, the Board approved a one-time equity performance grant to Mr. Culp, which was intended to ensure retention of Mr. Culp for a longer period of time than he had originally agreed to when he became CEO. The grant provides strong retention incentives through 2024. During 2021, the Board conducted a rigorous portfolio and business strategy review, culminating in the announcement of a plan for two spin-offs—creating three new companies from the current GE businesses. In connection with the anticipated spin-offs, Mr. Culp’s Performance Share award is aligned with shareholders, and achievement of the performance goal will also factor in the performance of spun-off securities from the spin date. GE Overview of Long-Term Incentive Compensation HOW WE DETERMINE AWARD AMOUNTS.In determining award amounts, the committee evaluates each executive’s overall compensation relative to the market for similar talent, the mix of cash versus equity as a percentage of the executive’s overall compensation, the executive’s expected future contribution to the success of the company and the retentive value of such awards. In WE USE PSUs TO ALIGN PAY WITH PERFORMANCE. We see PSUs as a means to focus our named executives on particular goals, including long-term operating goals. Consistent with this philosophy, in recent years we have expanded the number of senior leaders receiving PSU awards to drive greater alignment between these executives and shareholders. PSUs have formulaically determined payouts that are earned only if the company achieves specified performance goals. PSUs reward and retain the named executives by offering them the opportunity to receive GE stock if the performance goals are achieved and if they are still employed by us on the date the restrictions lapse. OUR CEO’S LONG-TERM INCENTIVE AWARDS ARE ENTIRELY PERFORMANCE-BASED. Since he was hired in 2018, all of Mr. Culp’s equity awards have been in the form of performance-based equity, as agreed in his employment agreement. By granting Mr. Culp solely performance-based equity, the committee has put more of Mr. Culp’s compensation at risk, providing him with increased incentive to drive longer-term improvements in the business. WHY WE USE STOCK OPTIONS AND RSUs.We believe that stock options and RSUs The 2019 the performance period of March 19, 2019 through December 31, 2021. The company did not meet this performance goal, and accordingly the committee, in February 2022, cancelled all 2019 PSUs 2020 PSUs. The annual PSUs granted to 2021 PSUs. The annual PSUs granted to the named executives in 2021 could convert into shares of GE stock at the end of the three-year performance period based on performance under GE’s one-year 2021 adjusted Earnings per Share (50% weighting) and Free Cash Flow (50% weighting) targets and modification of +/- 20% based on three-year relative TSR versus the S&P 500 Industrials Index, with proportional adjustment for performance between threshold, target and maximum. Performance below threshold against the one-year adjusted Earnings per Share and Free Cash Flow results in no PSUs being earned. The named executives may receive between 0% and 175% of the target number of PSUs granted. 32 GE 2022 PROXY STATEMENT H. Lawrence Culp, Jr. Age: 58 CURRENT AND PRIOR ROLES 2021 Performance Highlights Response to 2021 Say-on-Pay Vote CEO Pay Structure Annual equity awards. Under the terms of his employment agreement, Mr. Culp was granted a PSU award in March 2021 with a grant date fair value of $15 million. For more information on the PSUs awarded in March 2021, see “Overview of Long-Term Incentive Compensation – 2021 PSUs” on page 32. Leadership Performance Share Award. On August 18, 2020, the Board approved a one-time equity performance grant to Mr. Culp, which was intended to ensure retention of Mr. Culp for a longer period of time than he had originally agreed to when he became CEO. The grant provides strong retention incentives through 2024. During 2021, the Board conducted a rigorous portfolio and business strategy review, culminating in the announcement of a plan for two spin-offs—creating three new companies from the current GE businesses. In connection with the anticipated spin-offs, Mr. Culp’s Performance Share award is aligned with shareholders, and achievement of the performance goal will also factor in the performance of spun-off securities from the spin date. GE 2022 PROXY STATEMENT 33 Compensation for Our Other Named Executives Age: 49 CURRENT AND PRIOR ROLES 2021 Performance Highlights John Slattery Age: 53 CURRENT AND PRIOR ROLES 2021 Performance Highlights 34 GE 2022 PROXY STATEMENT Russell Stokes Age: 50 CURRENT AND PRIOR ROLES 2021 Performance Highlights Kieran Murphy Age: 59 CURRENT AND PRIOR ROLES 2021 Performance Highlights GE 2022 PROXY STATEMENT 35 Summary Compensation Table SALARY. Base salaries for our named executives depend on the scope of their responsibilities, their leadership skills and values, and their performance and length of service. Salary increases for senior executives are assessed on a case-by-case basis in light of these considerations. The amount of any increase is affected by current salary and amounts paid BONUS. Amounts earned under our annual cash bonus program. See “Overview of Our Incentive Compensation Plans” on page 29 for additional information on the bonus program. STOCK OPTIONS.Aggregate grant date fair value of option awards granted in the years shown. These amounts reflect the company’s accounting expense and do not correspond to the actual value that the named executives will realize. For information on the assumptions used in valuing a particular year’s grant, see the note on Share-Based Compensation in GE’s financial statements in our annual report on Form 10-K. See the 2021 Grants of Plan-Based Awards Table on page 38 for additional information on 2021 grants. CHANGE IN PENSION VALUE & DEFERRED COMP. Sum of the change in pension value and above-market earnings on nonqualified deferred compensation, which break down as shown in the following table. 36 GE 2022 PROXY STATEMENT ALL OTHER COMP. We provide our named executives with other benefits that we believe are reasonable, competitive and consistent with our overall executive compensation program. The LIFE INSURANCE PREMIUMS. Taxable payments to cover premiums for universal life insurance policies the named executives own. These policies include: (1) Executive Life, which provides universal life insurance policies for the indicated named executives totaling up to $3 million in coverage at the time of enrollment and increased 4% annually thereafter; and (2) Leadership Life, which provides universal life insurance policies for the indicated named executives with coverage of 2X their annual pay (salary plus most recent bonus). As of January 1, 2018, these plans were closed to new employees and employees who were not already employed at the relevant band level, including Messrs. Culp and Slattery and Ms. Dybeck Happe. COMPANY CONTRIBUTIONS TO SAVINGS PLANS. Represents contributions under the GE RSP. For Messrs. Culp, Slattery and Stokes and Ms. Dybeck Happe, represents GE’s matching contributions to the named executives’ RSP accounts equaling up to 4% of eligible pay, and automatic contributions equaling 3% of eligible pay, up to the caps imposed under IRS rules. Mr. Murphy is based outside the United States and is ineligible for this plan. FINANCIAL AND TAX PLANNING. Expenses for the use of advisors for financial, estate and tax preparation and planning, and investment analysis and advice. support for his children ($17,649). Relocation and international assignment benefits, such as those provided to Ms. Dybeck Happe and Mr. Slattery, allow us to recruit the best executives from all over the world, regardless of where they are based. RELOCATION AND EXPATRIATE TAX BENEFITS. Tax gross-ups and equalization benefits provided in connection with new hire relocations and international assignments. OTHER. Total amount of other benefits provided, none of which individually exceeded the greater of $25,000 or 10% of the total amount of personal benefits for the named executive (except as otherwise described in this section). These other benefits included items such as: (1) car service fees; (2) an annual physical examination; (3) certain expenses associated with the named executives’ and their invited guests’ attendance at sporting events; and (4) incremental costs associated with personal use of aircraft and travel by guests accompanying the executive on business travel on a company-leased aircraft, such as for catering. Our named executives are permitted to use an aircraft that is leased by the company for personal use, but, to the extent the named executives engaged in such use during 2021, all such use was reimbursed to the company at rates sufficient to cover the variable costs associated with those flights, other than certain incremental costs as noted above and reported under this item. In addition, the company engages in certain sponsorships and purchases tickets to sporting events in advance for the purposes of customer entertainment. Occasionally, tickets from sponsorship agreements or unused tickets purchased for customer entertainment are made available for personal use by the named executives or other employees. These tickets typically result in no incremental cost to the company. For Mr. Murphy, this amount includes a monthly car allowance, totaling $18,168 in 2021. GE 2022 PROXY STATEMENT 37 Long-Term Incentive Compensation In recent years, we have used a mix of long-term incentive compensation awards: PSUs, Performance Shares, RSUs, and stock options. In 2021, we granted Annual Equity Awards in March. 2021 Grants of Plan-Based Awards Table The following table shows PSUs, RSUs and stock options granted to our named executives in GE The following table shows the named executives’ stock and option grants as of year-end. It includes unexercised stock options (vested and unvested) GE 2022 PROXY STATEMENT 39 MARKET VALUE. The market value of RSUs, Performance Shares and PSUs is calculated by multiplying the closing price of GE stock as of December 31, 2021 ($94.47) (the last trading day for the year) by the number of shares underlying each award. With respect to the Leadership Performance Shares granted to Mr. Culp on August 18, 2020 and the Leadership PSUs granted to Ms. Dybeck Happe on September 3, 2020, this value assumes satisfaction of the maximum-level payout for the awards, representing the achievement of goals delivering significant shareholder returns. With respect to the 2019 PSUs (which were cancelled without any payouts) and the other 2020 PSUs granted, this value assumes satisfaction of the threshold-level payout for the awards, and with respect to the 2021 PSUs, this value assumes satisfaction of the maximum-level payout for the awards. For options, the market value is calculated by multiplying the number of shares underlying each award by the spread between the award’s exercise price and the closing price of GE stock as of December 31, 2021. RSUs vest on the anniversary of the grant date in the years shown in the table. See “Potential Termination Payments” on page 45 regarding other vesting events. Leadership Performance Shares and Leadership PSUs vest on the anniversary of the grant date in the years shown in the table, solely to the extent that the performance conditions have been achieved. The Leadership Performance Shares and Leadership PSUs are also subject to accelerated vesting upon a change of control, termination other than for cause, or good leaver termination. See “Potential Termination Payments” on page 45 for additional details regarding this acceleration. Other PSUs vest at the beginning of the year indicated when the committee certifies that the performance conditions have been achieved, unless otherwise stated. The 2019 PSU grants, the 2020 PSU grants (other than the Leadership PSUs granted to Ms. Dybeck Happe) and the 2021 PSU grants are also subject to a one-year holding requirement, regardless of whether the executive has met his or her stock ownership requirements. For further detail on the terms and conditions of the PSU awards, see “Overview of Long-Term Incentive Compensation” on page 32. Option Exercises and Stock Vested Table The following table Subject to stock ownership requirement for continuing 40 GE 2022 PROXY STATEMENT Equity Compensation Plan Information The following table provides information regarding outstanding equity awards and shares available for future issuance under all of GE’s equity plans. The number of shares available for future issuance of unexercised stock options that had an exercise price above our Total shares available for future issuance under the 2007 Long-Term Incentive Plan (the 2007 LTIP) amounted to Not applicable. Total shares available for future issuance under the GE Stock-Based Compensation and Incentive Plan for Consultants, Advisors and Independent Contractors (the Consultants’ Plan) amounted to Bonus Deferrals ELIGIBILITY AND DEFERRAL OPTIONS. with earnings on those deferrals under the TIME AND FORM OF PAYMENT.Participants can elect to receive their deferred amounts upon None of the bonus deferral options provide for “above-market interest” as defined by the SEC. Salary Deferrals ELIGIBILITY. INTEREST INCOME.These programs provide accrued interest on deferred amounts (including an above-market interest rate as defined by the SEC) ranging from 6% to 14% compounded annually. TIME AND FORM OF PAYMENT.Our deferred salary programs have required participants to elect, before the salary was deferred, to receive deferred amounts either in a lump sum or in 10 to 20 annual installments. Participants may not withdraw any deferred amount prior to separating from service. GE 2022 PROXY STATEMENT 41 GE Restoration Plan ELIGIBILITY. U.S. employees who become U.S. executives on or after January 1, 2021 accrue benefits under the GE Restoration Plan, instead of any benefits under the GE Supplementary Pension Plan (including the Executive Retirement Benefit) (see “Pension Benefits” on page 43 for information regarding the GE Supplementary Pension Plan). As of December 31, 2021 none of our named executives received benefits under the Restoration Plan. BENEFIT FORMULA. GE Restoration Plan participants are credited with 7% of their annual earnings, which include base salary and up to one-half of eligible bonus payments, that exceed the IRS-prescribed limit applicable to tax-qualified plans ($290,000 for 2021). EARNINGS OPTIONS AND VESTING. The annual credits are notionally invested as elected by the participant in earnings options that mirror the investment options available under the broad-based tax qualified GE RSP. Participants may change their election up to 12 times per quarter. The company makes all decisions regarding the earnings options that are offered and the measures for calculating TIME AND FORM OF PAYMENT. Vested amounts under the Restoration Plan are paid in a lump sum, generally in July of the year following the year of the participant’s separation from Nonqualified Deferred Compensation Table The table below EXECUTIVE CONTRIBUTIONS IN AGGREGATE EARNINGS IN amount as of December 31, minus AGGREGATE BALANCE AT 42 GE The company provides retirement benefits to GE Pension Plan ELIGIBILITY AND VESTING.The GE Pension Plan is a broad-based retirement program for U.S.-based employees that has been closed to new participants since 2012 (2011 for salaried new hires). Employees who began working at GE after the plan was closed, including Messrs. Culp and BENEFIT FORMULA.For TIME AND FORM OF PAYMENT.The accumulated benefit an employee earns is payable after retirement on a monthly basis for life with a guaranteed minimum benefit of five years. The normal retirement age as defined in this plan is 65; however, employees who began working at GE prior to 2005, including TAX CODE LIMITATIONS ON BENEFITS.The tax code limits the benefits payable under the GE Pension Plan. For GE Supplementary Pension Plan TIME AND FORM OF PAYMENT.The TIME AND FORM OF PAYMENT.The GE Excess Benefits Plan ELIGIBILITY.The GE Excess Benefits Plan is an unfunded and non-tax-qualified retirement program that is offered to employees whose benefits under the GE Pension Plan are limited by certain tax code provisions. BENEFIT FORMULA.Benefits payable under this plan are equal to the amount that would be payable under the terms of the GE Pension Plan disregarding the limitations imposed by certain tax code provisions minus the amount actually payable under the GE Pension Plan taking those limitations into account. TIME AND FORM OF PAYMENT.Benefits GE UK Pension Plan ELIGIBILITY. The UK GE Pension Plan is a broad-based, tax registered and qualified pension program for U.K.-based employees that has been closed to new participants since 2011. Those employees of GE who are eligible to participate in the plan vest after two years of pensionable service. The plan requires employee contributions (which are refunded if pensionable service does not meet vesting requirements). Effective January 1, 2022, participants stopped accruing benefits and making contributions under this plan (subject to certain statutorily required increases), and became eligible for a core annual employer contribution under the GE Pension Saver defined contribution plan equaling 10-25% of base salary, plus two years of transition credits equaling 2% of base salary (each up to statutory caps). Mr. Murphy is the only named executive who participates in this plan. BENEFIT FORMULA. The UK GE Pension Plan offers two accrual rates (1/60ths and 1/80ths) applied to final pensionable pay, which is defined as the annual average of the highest three complete years’ base salary only, less an initial offset in respect of salary subject to social security retirement benefits, and capped at a plan earnings cap. Both indices are updated and released by Her Majesty’s Revenue and Customs (HMRC) each new tax year. Credit is awarded on this formula for every whole month earned under the plan as pensionable service. The accrual is monitored for tax purposes on an annual basis and an annual allowance is set according to earnings. Tax relief on the pension accrual is provided only up to an individual limit falling between £4,000 and £40,000. Pension contributions in excess of this individual limit result in tax at applicable individual rates. All GE employees who were in the executive band and above and members of the UK GE Pension Plan when it was closed to new entrants, including Mr. Murphy, are entitled to accrue additional benefits on a special defined contribution basis. Under these additional benefit provisions, Mr. Murphy is entitled to an annual GE cash contribution of 25% of eligible earnings each year. TIME AND FORM OF PAYMENT. The UK GE Pension Plan pays out the accumulated benefit after retirement on a monthly basis for life with a guaranteed minimum benefit of five years. The normal retirement age under the plan is 65; however, certain employees with special benefits, may, in accordance with a longstanding discretionary practice, retire at age 60 without any reduction in benefits. Mr. Murphy is not eligible for such unreduced early retirement under this plan. In addition, the plan provides for social security supplements and a spousal annuity. TAX CODE LIMITATIONS ON BENEFITS. Benefits from the UK GE Pension Plan are subject to the Lifetime Allowance which measures individual pension accruals/contributions against an overall limit that is updated and released by HMRC each new tax year. For 2021, this limit was £1,073,100. PRESENT VALUE OF ACCUMULATED BENEFIT.The accumulated benefit is based on years of service and earnings (base salary and bonus) considered by the plans for the period through December 31, consistent with the assumptions described in the Postretirement Benefit Plans notes in GE’s financial statements in our 44 GE Potential Termination Payments In this section, we describe and quantify certain compensation that would have been payable under existing compensation plans and arrangements had a named executive’s employment terminated on December 31, As we have hired new executive talent from outside the company, we have entered into employment agreements with those individuals, generally at their request. EMPLOYMENT AGREEMENT WITH MR. CULP.We entered into an employment agreement with Mr. Culp upon his employment with with a target award of 5 million shares, which he voluntarily relinquished in August 2020. In connection with the amendment in August 2020, he received a one-time Leadership Performance Share Award, with a target of 1,161,919 shares. Under the employment agreement, Mr. Culp receives other benefits given to senior executives of the company. Mr. Culp is also subject to a non-compete agreement, which terminates 24 months after his termination if his employment is terminated on or before Under the terms of this agreement, if Mr. Culp is terminated for any reason other than “cause” or due to a resignation without “good reason,” he would be entitled to “good reason,” he would be entitled to cash severance equal to two times his annual salary plus target bonus, payable in bi-weekly installments over a two-year period, subject to any delay required by tax regulations. Assuming a termination date of December 31, See “Equity Awards” on page 47 regarding the value of the Under Mr. Culp’s employment agreement and Leadership Performance Share Award agreement, the following terms have the meanings set forth below: GE 2022 PROXY STATEMENT 45 The previously announced plan to separate GE’s businesses into three industry-leading public companies does not constitute a “change in control” for purposes of the agreements. EMPLOYMENT AGREEMENT WITH Under the terms of Under the award agreement for Ms. Dybeck Happe’s one-time award of Leadership PSUs, Ms. Dybeck Happe is entitled to accelerated vesting of the PSUs on the same terms as described above with respect to Mr. 46 GE 2022 PROXY STATEMENT US EXECUTIVE SEVERANCE PLAN. In order to standardize the severance payments available to U.S. executives who are not otherwise subject to an employment agreement providing a different amount, we adopted the GE US Executive Severance Plan effective January 1, 2021. Eligible executives who experience an employer-initiated termination of employment that is not for “cause,” and who are not offered a “suitable position,” receive between 6 to 18 months of base salary (based on their career band), which is paid in a lump sum. Outplacement services are also provided for the same period. To receive a benefit under the plan, the executive must enter into a separation agreement and release in a form acceptable to GE, which may also include cooperation, confidential information, non-disparagement, non-competition, non-solicitation and other covenants. With respect to our named executives, Messrs. Slattery and Stokes are eligible to participate under the plan at the 18-month level. Under the Plan, the following terms have the meanings set forth below: “Cause” generally means: (i) breach of any confidentiality, non-solicitation, non-competition or other material provision of an agreement with the company, (ii) conduct that has the potential to cause material harm to the company, (iii) an act of dishonesty, fraud, embezzlement or theft, (iv) conviction of, or plea of guilty or no contest to, a felony or crime involving moral turpitude, or (v) failure to comply with the company’s policies and procedures. “Suitable position” generally means a position providing at least 80% of the executive’s base salary and annual incentive award opportunity. If the position is with the company, rather than a successor employer in a business disposition or other third-party in an outsourcing arrangement, the position must also be within 50 miles of the executive’s job location and in the same career band. The following table shows the intrinsic value of equity awards that would have vested or become exercisable if the named executive had died, become disabled, retired or separated from the company as of December 31, price (minus the exercise price in the case of stock options). Amounts shown assume the achievement of all applicable performance Addresses separation “without cause” or where the executive leaves for “good reason,” as defined under the applicable employment agreement. Benefits are not otherwise payable in the event of voluntary separation. DEATH/DISABILITY.Unvested options, RSUs and PSUs/performance shares would generally vest, RETIREMENT.Unvested options, INVOLUNTARY TERMINATION. CHANGE OF CONTROL.Under the terms of the GE 2022 PROXY STATEMENT 47 Ms. Dybeck Happe” on page 46. None of our other named executives are entitled to the acceleration or payment of benefits in the event of a change of control. Pension Benefits “Pension Benefits”on page In the event of death before retirement, Executive Retirement Benefit. 10 equal annual installments of his or her accrued benefit, reduced by 25% for commencement before attaining age 65. For Mr. Stokes, his surviving spouse GE Pension to death, or an immediate lump-sum payment based on five years of pension distributions, in each case based upon the accrued Supplementary Pension The amounts payable depend on several factors, including employee contributions and the ages of the named executive and surviving spouse. In the event a disability occurs before For Messrs. Culp and Slattery and Ms. Dybeck Happe, they may receive 10 equal annual installments of Mr. Stokes, having 15 years of service, may receive an annuity payment of accrued GE Pension and Supplementary Pension benefits, and 10 equal annual installments of his Executive Retirement Benefit. Annual amounts shown for Messrs. Culp and Slattery and Ms. LUMP SUM UPON DEATH.Lump sum payable to the surviving ANNUAL BENEFITS UPON DEATH. ANNUAL BENEFITS UPON DISABILITY. disability. For Mr. ANNUAL BENEFITS UPON VOLUNTARY TERMINATION.For Mr. Stokes, the annual amount includes the 50% joint and survivor annuity payable ANNUAL BENEFITS UPON RETIREMENT.Represents partial pension eligibility for Mr. Murphy, with the amount payable as a 50% joint and survivor Deferred Compensation The named executives are entitled to receive the amount in their deferred compensation accounts if their employment terminates. Between the termination event and the date that distributions are made, these accounts would continue to increase or decrease in value based on changes in the value of the named executive’s earnings 48 GE option. Therefore, amounts received by the named executives would differ from those shown in theDeferred Compensation Tableon page Life Insurance Benefits For a description of the supplemental life insurance plans that provide coverage to the named executives, see“Life Insurance Premiums”on page The company would continue to pay the premiums in the event of a disability for Executive Life, until the Other Executive Compensation Roles and Responsibilities in Succession Planning and Compensation MANAGEMENT.Our CEO and our Our Policies on Compensation Consultants STRATEGIC USE OF COMPENSATION CONSULTANTS.From time to time, the COMPENSATION CONSULTANT INDEPENDENCE POLICY.Any compensation consultant that advises the Board on executive or director compensation will not at the same time advise the company on any other human resources matter, and the committee has determined that Clawbacks and Other Remedies for Potential Misconduct CLAWBACKS.The Board may seek reimbursement OTHER REMEDIES.In cases of detrimental misconduct by an executive officer, the Board may also take a range of other actions to remedy the misconduct, prevent its recurrence, and discipline the individual as appropriate, including terminating the individual’s employment. These remedies would be in addition to, and not in lieu of, any actions imposed by law enforcement agencies, regulators or other authorities. HOLDING PERIOD REQUIREMENTS.Our executive officers must also hold for at least one year any net shares of GE stock they receive through stock option exercises, in addition to any holding periods that may be assigned to PSUs and RSUs, such as the PSUs and RSUs granted as part of the annual NO HEDGING.We believe our executive officers and directors should not speculate or hedge their interests in our stock. We therefore prohibit them from entering into any derivative transactions in GE stock, including any short sale, forward, equity swap, option or collar that is based on GE’s stock price. These restrictions are contained in ourGovernance Principles(see“Helpful Resources”on page NO PLEDGING.We prohibit executive officers and directors from pledging GE stock. These restrictions are contained in our Governance Principles NO OPTION BACKDATING OR SPRING-LOADING.The exercise price of each stock option is based on the closing price of GE stock on the grant NO OPTION REPRICING.We prohibit the repricing of stock options. This includes amending outstanding options to lower their exercise price, substituting new awards with a lower exercise price or executing a cash buyout. NO UNEARNED DIVIDEND EQUIVALENTS.Performance shares, PSUs and RSUs granted to our named executives do not pay dividends or dividend equivalents on shares that are not yet owned. Instead, dividends and dividend equivalents are accrued during the vesting or performance period and paid out only on shares actually received. For more information, see Tax Deductibility of Compensation The Internal Revenue Code generally imposes a $1 million limit on the amount that a public company may deduct for compensation paid to the company’s applicable named Management Development & Compensation Committee Report The Management Development & Compensation Committee has reviewed the compensation discussion and analysis (pages HOW WE IDENTIFIED THE MEDIAN EMPLOYEE.To identify the median GE employee for 2021, we identified our total employee population as of December 31, We then calculated the median employee’s total compensation in accordance with SEC rules to use as the basis for the pay RATIO OF CEO PAY TO MEDIAN EMPLOYEE PAY. Our median employee earned $55,064 in total compensation for 2021. The total 2021 compensation reported for Mr. Culp as reported under “SEC Total” in the Summary Compensation Table on page 36 was $22,663,449. Based upon total compensation for 2021, we calculated that our ratio of CEO to median employee pay was 412 to 1. Our median employee is employed in France in our Power business. These 50 GE 2022 PROXY STATEMENT The compensation program for independent directors is designed to achieve the following goals: Annual Compensation OVERVIEW.Our independent directors receive annual compensation as shown in the table below. There are no additional meeting fees. The lead director and members of our Board committees receive additional compensation due to the workload and broad responsibilities of these positions. HOW DEFERRED STOCK UNITS WORK.Each DSU is equal in value to a share of GE stock and is fully vested upon grant but does not have voting rights. To calculate the number of DSUs to be granted, we divide the target value of the DSUs by the average closing price of GE stock for the 20 days preceding and including the grant date. DSUs accumulate quarterly dividend-equivalent payments, which are reinvested into additional DSUs. The DSUs are paid out in cash beginning one year after the director leaves the Board. Directors may elect to take their DSU payments as a lump sum or in payments spread out for up to 10 years. In the event of a spin-off transaction, OTHER COMPENSATION.Our independent directors may also receive the following benefits: No Additional Director Compensation Independent directors do not receive any cash incentive compensation, hold deferred compensation balances or receive pension benefits. Since 2003, DSUs have been the only equity incentive compensation awarded to the independent directors; we ceased granting stock options to directors in 2002, and no independent director had stock options outstanding Share Ownership Requirements for Independent Directors All independent directors are required to hold at least $550,000 (5 times the cash portion of their annual retainer) worth of GE stock and/or DSUs while serving as GE directors. They have five years to meet this ownership threshold. All directors are in compliance with this requirement. Director and Officer (D&O) Insurance GE provides liability insurance for its directors and officers. The annual cost of this coverage is approximately GE 2022 PROXY STATEMENT 51 Director Compensation Table This table shows the compensation that each independent director earned for his or her CASH FEES.Amount of cash compensation earned in STOCK AWARDS.Aggregate grant date fair value of DSUs granted in the number of DSUs granted by the closing price of GE stock on the grant date (or the last trading day prior to the grant date), which was REQUIRED DISCLOSURES AND DISCUSSIONS. AUDIT COMMITTEE RECOMMENDS INCLUDING THE FINANCIAL STATEMENTS IN THE ANNUAL REPORT. Based on the review and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements for the year ended December 31, 2021 be included in our annual report on Form 10-K for 2021 for filing with the SEC. This report is provided by the following independent directors, who comprise the committee: Fees Paid to Independent Registered Public Accounting Firm The Audit Committee The WE LIMIT THE NON-AUDIT SERVICES THAT DELOITTE CAN PROVIDE. To minimize relationships that could appear to impair Deloitte’s objectivity, the Audit Committee will only pre-approve permissible, selected types of non-audit services that Deloitte may provide to us (and that otherwise would be permissible under SEC rules) and requires that the company engage Deloitte only when it is best suited for the job. For more detail, see the Audit Committee Charter (see “Helpful Resources” on page 77). WE HAVE A PRE-APPROVAL PROCESS FOR NON-AUDIT SERVICES. The Audit Committee has adopted policies and procedures for pre-approving all non-audit work that Deloitte performs for us. Specifically, the Audit Committee has pre-approved the use of Deloitte for specific types of services related to: tax compliance, planning and consultations; acquisition/disposition services; consultations regarding accounting and reporting matters; and reviews and consultations on internal control and other related services. The Audit Committee has set a specific annual limit on the amount of non-audit services (audit-related and tax services) that the company can obtain from Deloitte. It has also required management to obtain specific pre-approval from the Audit Committee for any single engagement over $2 million or any types of services that have not been pre-approved. The Audit Committee chair is authorized to pre-approve any audit or non-audit service on behalf of the Audit Committee, provided these decisions are presented to the full committee at its next regularly scheduled meeting. In 2021, the Audit Committee pre-approved all services provided to the company pursuant to the policies and procedures described above. WE HAVE HIRING RESTRICTIONS FOR DELOITTE EMPLOYEES.To avoid potential conflicts of interest, the Audit Committee has adopted restrictions on our hiring of any Deloitte partner, director, manager, staff member, advising member of the department of professional practice, reviewing actuary, reviewing tax professional and any other individuals responsible for providing audit assurance on any aspect of Deloitte’s audit and review of our financial statements. These restrictions are contained in our Governance Principles (see “Helpful Resources” on page 77). The following table summarizes the fees for professional audit services provided by (i) Deloitte for audit services provided for, and other services provided in, the year ended December 31, 2021 and (ii) billed by KPMG LLP (KPMG) for audit services provided for, and other services provided in, ALL As reported on GE’s Current Report on Form 8-K, dated June 22, 2020, During the years ended December 31, 2019 and 2020 and the subsequent interim period through February 12, 2021, neither GE nor anyone on its behalf has consulted with Deloitte regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on GE’s financial statements, and neither a written report GE 2022 PROXY STATEMENT 55 KEY DATA ABOUT OUR GRANT PRACTICES. In determining the appropriate share reserve under the 2022 LTIP, the Board and the Management Development & Compensation Committee considered a number of factors, including our burn rate. Our burn rate is equal to the total number of stock options, RSUs, PSUs and performance shares granted during the applicable fiscal year divided by the weighted average shares of GE common stock outstanding during the fiscal year. Our three-year adjusted average burn rate was approximately 0.7%, which is in line with the 0.7% average of our peer group over the same time period, based on information available as of December 31, 2021. For more information on our peer group, see Peer Group and Benchmarking on page 29. The following table provides detailed information regarding our burn rate. GE conducted a 1-for-8 reverse stock split on July 30, 2021. Data is presented on a post-split basis. PSUs were earned by a former executive officer, based upon performance metrics that differ from the annual PSU grants. On December 31, 2021, the market price per share of GE common stock was $94.47, based on the closing price on the New York Stock Exchange on such date. As of December 31, 2021: HOW LONG WE EXPECT THE SHARE RESERVE TO LAST. Based on a review of our historical and projected grant practices, we estimate that the shares reserved for issuance under the 2022 LTIP should meet GE’s equity grant needs for approximately 6 years; however, it may last longer or shorter than this depending on currently unknown factors, such as the number of grant recipients, future grant practices and the market price of GE common stock. Regardless of actual 2022 LTIP usage, as a matter of good corporate governance, we intend to ask shareholders to reapprove the plan no later than the 2027 annual meeting, consistent with our historical practice seeking shareholder approval for the plan every five years. Description of the 2022 LTIP The following is a summary of the material features of the 2022 LTIP. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the 2022 LTIP, which is included as Annex A to this proxy statement. SHARE RESERVE. The aggregate number of shares of GE common stock issuable under the 2022 LTIP is equal to (i) 30 million shares of GE common stock, plus (ii) any shares of GE common stock that remain available for grant under the 2007 LTIP as of the Effective Date, plus (iii) any shares of GE common stock subject to awards previously granted under the 2007 LTIP that are canceled, terminated, expire unexercised, forfeited or settled in cash following the Effective Date (excluding such shares that have been retained or withheld by GE in payment or satisfaction of the exercise price, purchase price or tax withholding obligation of such award). The aggregate number of shares of GE common stock issuable under the 2022 LTIP pursuant to the exercise of stock options that are intended to qualify as “incentive stock options” within the meaning of Section 422 of the Code (ISOs) is equal to 30 million. The number of shares described in this paragraph are subject to adjustment in the event of certain capitalization events. For purposes of determining the aggregate number of shares of GE common stock issued under the 2022 LTIP, the following share counting rules will apply: In addition, shares subject to awards granted in assumption of, or in substitution or exchange for, awards previously granted by an acquired company (Substitute Awards) will not be counted against the limit described above. Shares of GE common stock issued under the 2022 LTIP may be authorized and unissued shares or shares that were reacquired by GE, including shares purchased in the open market or in private transactions. DIRECTOR COMPENSATION LIMITS. The aggregate dollar value of equity-based and cash compensation granted under the 2022 LTIP or otherwise to any non-employee director will not exceed $1 million during any calendar year. ADMINISTRATION. The Management Development & Compensation Committee administers the 2022 LTIP; however, the Governance Committee administers the 2022 LTIP with respect to awards granted to non-employee directors (as applicable, the Administrator). The Administrator may delegate its authority under the 2022 LTIP in accordance with applicable laws. The Administrator is authorized and empowered under the 2022 LTIP to do all things that it determines to be necessary or appropriate in connection with the administration of the 2022 LTIP. All decisions, determinations and interpretations by the Administrator regarding the 2022 LTIP will be final and binding on all participants and others with rights under the 2022 LTIP or any award thereunder. 56 GE 2022 PROXY STATEMENT ELIGIBILITY. Current and prospective employees, offers, non-employee directors and other service providers of GE or any of its affiliates are eligible to be granted awards under the 2022 LTIP, as determined by the Administrator. As of December 31, 2021, there were approximately 181,000 employees, and 10 non-employee directors who would be eligible to participate in the 2022 LTIP. Award Types STOCK OPTIONS. The Administrator may grant options to purchase GE common stock that qualify as ISOs, options that do not qualify as ISOs or a combination thereof. The terms and conditions of stock option grants, including the quantity, exercise price, vesting periods, exercise periods and other conditions on exercise, will be determined by the Administrator. Subject to limited exceptions for Substitute Awards, the exercise price may not be less than 100% of the fair market value of a share of GE common stock on the date of grant, and the exercise period may not exceed 10 years. In the case of ISOs granted to a holder of more than 10% of the total voting power of GE on the date of grant, the exercise price may not be less than 110% of the fair market value of a share of GE common stock on the date of grant, and the exercise period may not exceed five years. The exercise period of a stock option (other than an ISO) will be automatically extended if the holder is prohibited by law or GE’s insider trading policy from exercising the stock option at the time of its scheduled expiration until the date that is 30 days following the lapse of such prohibition. No dividends or dividend equivalent rights may be paid or granted with respect to stock options. The exercise price of a stock option may be paid by such methods as determined by the Administrator, including by cash in U.S. dollars, an irrevocable commitment to use the proceeds from a sale of shares issuable under the stock option, delivery of previously owned shares of GE common stock or withholding of shares otherwise deliverable upon exercise of the stock option. STOCK APPRECIATION RIGHTS. The Administrator may grant SARs, which entitle the participant to receive, upon exercise, a payment equal to (i) the excess of the fair market value of a share of GE common stock on the exercise date over the exercise price, times (ii) the number of shares of GE common stock with respect to which the SAR is exercised. Subject to limited exceptions for Substitute Awards, the exercise price for a SAR will be determined by the Administrator in its discretion on the date of grant, but may not be less than 100% of the fair market value of a share of GE common stock on the date of grant. Upon exercise of a SAR, payment may be made in cash, shares of GE common stock or a combination of cash and shares. SARs must be exercised within a period fixed by the Administrator that may not exceed ten years from the date of grant. No dividends or dividend equivalent rights may be paid or granted with respect to SARs. RESTRICTED STOCK AND RESTRICTED STOCK UNITS. The Administrator may award restricted stock—shares of GE common stock subject to specified restrictions. Restricted stock is subject to forfeiture if the participant does not meet certain conditions such as continued employment and/or satisfaction of performance conditions. The Administrator also may grant RSUs representing the right to receive shares of GE common stock (or a cash payment in lieu thereof) following the satisfaction of certain conditions, such as continued employment and/or satisfaction of performance conditions. The terms and conditions of restricted stock and RSUs are determined by the Administrator. Any dividends or other distributions paid with respect to restricted stock will be subject to the same restrictions on transferability and vesting conditions as the underlying restricted stock. Shares underlying RSUs may be entitled to dividend equivalents only to the extent provided by the Administrator, and any such dividend equivalents will be subject to the same vesting conditions as the underlying RSUs. PERFORMANCE AWARDS. The Administrator may establish performance criteria and the level of achievement versus such criteria that determines the amount of cash or the number of shares of GE common stock, stock options, SARs, restricted stock or RSUs to be granted, retained, vested, issued or paid pursuant to a performance award. OTHER STOCK-BASED AWARDS. The Administrator may grant other awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, the value of GE common stock. The terms and conditions of such other stock-based awards are determined by the Administrator. Shares underlying other stock-based awards may be entitled to dividend equivalents only to the extent provided by the Administrator, and any such dividend equivalents will be subject to the same vesting conditions as the underlying other stock-based award. Other Information About the 2022 LTIP TRANSFERABILITY OF AWARDS. Awards under the 2022 LTIP may not be sold, transferred for value, pledged, assigned or otherwise alienated or hypothecated by a participant, and each option and SAR will be exercisable only by the participant during his or her lifetime. However, if permitted by the Administrator, a participant may transfer or assign an award as a gift to a family member (as such term is defined for purposes of the Registration Statement on Form S-8) or designate a beneficiary with respect to an award in the event of the participant’s death. CHANGE IN CONTROL. In the event of a change in control (as defined in the 2022 LTIP), the Administrator has discretion to take a number of actions with respect to outstanding awards, including to accelerate vesting or exercisability of awards, to redeem or cash-out awards based on the change in control price (less any applicable exercise price), to cash-out any dividend equivalents, and to make adjustments to awards as it deems appropriate, such as providing for the substitution, assumption or continuation of such awards by any successor or parent company. However, in the event awards are not assumed, continued or substituted in connection with a change in control, such awards will become fully vested and exercisable. No provision of the 2022 LTIP or any award agreement will provide a gross-up payment or other compensation for any taxes imposed by Section 4999 of the Code or otherwise. GE 2022 PROXY STATEMENT 57 NON-US AWARDS. For Participants employed or performing services outside the United States, the Management Development & Compensation Committee may modify the provisions of the 2022 LTIP or an award (or create sub-plans) as they pertain to such individual to comply with applicable foreign law or to recognize differences in local law, currency or tax policy. ADJUSTMENTS. In the event of any corporate event or transaction that results in a change in our capital structure, such as a merger, consolidation, reorganization, recapitalization, liquidation, stock dividend, stock split, reverse stock split or other distribution of stock or property of GE, the Administrator will make such equitable adjustments with respect to awards and the 2022 LTIP, including any adjustments in the maximum number of shares of GE common stock subject to the 2022 LTIP, the number of shares subject to awards, and the purchase price or exercise price of outstanding awards, without any requirement that adjustments need to be uniform between different awards. AMENDMENT AND TERMINATION. The Board or its designee may amend, alter, suspend or terminate the 2022 LTIP at any time; however, without shareholder approval, such amendment may not increase the number of shares of GE common stock that may be granted under the 2022 LTIP, reprice outstanding options or SARs or permit the grant of such awards with exercise prices below 100% of the fair market value of a share of GE common stock on the date of grant, extend the term of the 2022 LTIP, change the class of eligible participants, increase the non-employee director compensation limit or otherwise include any amendment requiring shareholder approval by laws or the rules of any applicable stock exchange. Unless earlier terminated, the 2022 LTIP will remain available for the grant of awards until the 10th anniversary of the Effective Date, with no ISOs granted under the 2022 LTIP after February 11, 2032. CLAWBACK AND RECOUPMENT. If a participant is terminated for cause or has engaged in conduct that breaches an agreement with GE, results in (or has the potential to cause) material harm financially, reputationally, or otherwise to GE or would have given rise to a termination for cause, as determined by the Management Development & Compensation Committee, such participant will forfeit their right to any unvested or unexercised awards under the 2022 LTIP and may be required to repay any cash, shares or other property received pursuant to vested and exercised awards under the 2022 LTIP, to the extent recovery is permitted by law. Federal Income Tax Consequences The following is a brief summary of the U.S. federal income tax consequences applicable to awards granted under the 2022 LTIP based on the federal income tax laws in effect on the date of this proxy statement. This summary is not intended to be exhaustive and does not address all matters relevant to a particular participant based on their specific circumstances. The summary expressly does not discuss the income tax laws of any state, municipality, or non-U.S. taxing jurisdiction, or the gift, estate, excise (including the rules applicable to deferred compensation under Section 409A of the Code), or other tax laws other than U.S. federal income tax law. Because individual circumstances may vary, we advise all participants to consult their own tax advisor concerning the tax implications of awards granted under the 2022 LTIP. STOCK OPTIONS AND SARS. The grant of a stock option or SAR generally creates no tax consequences for the participant or GE. A participant generally has no taxable income upon exercise of an ISO, except that the alternative minimum tax may apply. Upon exercise of a stock option other than an ISO, a participant generally must recognize ordinary income equal to the fair market value of the shares acquired minus the exercise price. Upon exercise of a SAR, a participant generally must recognize ordinary income equal to the fair market value of the amount received. When disposing of shares acquired by exercise of an ISO before the end of the applicable ISO holding periods (two years after the date of grant and one year after the exercise of the ISO), the participant generally must recognize ordinary income equal to the lesser of (i) the fair market value of the shares at the date of exercise minus the exercise price or (ii) the amount realized upon the disposition of the shares minus the exercise price. Otherwise, a participant’s disposition of shares acquired upon the exercise of a stock option (including an ISO for which the requisite holding periods are met) generally will result in only capital gain or loss. OTHER AWARDS. Awards of restricted stock, RSUs, performance shares and other stock-based awards under the 2022 LTIP generally will result in ordinary income to the participant at the later of the time of delivery of cash, shares, or other awards, or the time that either the risk of forfeiture or restriction on transferability lapses on previously delivered cash, shares or other awards. LIMITATIONS ON DEDUCTIBILITY BY THE COMPANY. Section 162(m) of the Code limits the deductibility for federal income tax purposes of certain compensation paid to any “covered employee” in excess of $1 million. For purposes of Section 162(m), the term “covered employee” includes any individual who serves as chief executive officer, chief financial officer or one of the other three most highly compensated executive officers for 2017 or any subsequent calendar year. It is expected that compensation deductions for any covered employee with respect to awards under the 2022 LTIP will be subject to the $1 million annual deduction limitation. The Administrator may grant awards under the 2022 LTIP or otherwise that are or may become non-deductible when it believes doing so is in the best interests of the GE and our shareholders. Additional Equity Compensation Plan Information For information regarding outstanding equity awards and shares available for future issuance under all of GE’s equity plans as of December 31, 2021, see “Equity Compensation Plan Information” on page 41. New Plan Benefits As of the date of this proxy statement, no awards have been granted under the 2022 LTIP. Awards under the 2022 LTIP may be made at the discretion of the Administrator, and any awards that may be made and any benefits and amounts that may be received or allocated under the 2022 LTIP in the future are not determinable at this time. As such, the future plan benefits, as well as information regarding the number of awards that may be received under the 2022 LTIP in the future, have been omitted. 58 GE 2022 PROXY STATEMENT GE 2022 PROXY STATEMENT 59 RESOLVED: Shareholders request that the Board of General Electric Company (GE) seek shareholder approval of any senior manager’s new or renewed pay package that provides for severance or termination payments with an estimated value exceeding 2.99 times the sum of the executive’s base salary plus target short-term bonus. “Severance or termination payments” include cash, equity or other compensation that is paid out or vests due to a senior executive’s termination for any reason. Payments include those provided under employment agreements, severance plans, and change-in-control clauses in long-term equity plans, but not life insurance, pension benefits, or deferred compensation earned and vested prior to termination. “Estimated total value” includes: lump-sum payments; payments offsetting tax liabilities; perquisites or benefits not vested under a plan generally available to management employees; post-employment consulting fees or office expense; and equity awards if vesting is accelerated, or a performance condition waived, due to termination. The Board shall retain the option to seek shareholder approval after material terms are agreed upon. In less than two years, however, the stock price dropped by nearly half. The board responded by revising Mr. Culp’s contract to make it easier for him to earn that $46.5 million payout. Given how GE’s share price has risen since then, Mr. Culp could receive a windfall despite a negligible increase in the stock price during his tenure. We cite this example because it illustrates how GE’s board has been extremely generous in executive compensation, contrary to basic “pay for performance” principles. This largesse also exists with respect to severance packages. According to last year’s proxy statement, a change in control could have netted Mr. Culp over $100 million worth of performance shares. It is in the best interest of GE shareholders to be protected from potential windfall payments that can arise from, among other things, lowering goals and subsequently receiving unduly large payouts upon a “without cause” termination, which is a very real possibility at GE particularly considering the recently announced spinoff of its Healthcare and Renewable Energy & Power businesses. Such spinoffs can be accompanied by executive terminations. Please vote yes: Shareholder Ratification of Termination Pay 60 GE THE Unsurprising given the undue limitations and negative consequences that could accompany the policy requested by this proposal, none of the other companies in GE’s compensation peer group disclose having this policy. Adopting the broad approach this proposal suggests would disadvantage GE relative to peers in its THE NEED FOR GE TO REMAIN COMPETITIVE IN THE MARKET FOR TALENT IS EVEN MORE IMPORTANT IN THE CONTEXT OF OUR PLAN TO FORM THREE INDEPENDENT COMPANIES FROM OUR EXISTING BUSINESSES. The misalignment between this proposal and GE ALREADY HAS A CAREFULLY TAILORED POLICY TO SEEK SHAREHOLDER APPROVAL OF TERMINATION PAY IN APPROPRIATE CIRCUMSTANCES. GE has GE 2022 PROXY STATEMENT 61 Alexandra A. Brown has notified us that she intends to submit the following proposal at this year’s meeting: RESOLVED, shareholders of General Electric Company (“GE” or “the Company”) request that the Board nominate an Employee Representative Director for election to the Board by shareholders at GE’s 2023 annual meeting of shareholders. The Employee Representative Director shall be a current non-executive GE employee who consents to serve on the Board. Current employees shall be given the opportunity to suggest persons to serve as the Employee Representative Director to the Nominating and Corporate Governance Committee, which will recommend a candidate for nomination by the full Board. If the Employee Representative Director ceases to be a non-executive employee of GE during his or her term, the Board should appoint a replacement who satisfies the criteria set forth above. Yet GE has for years prioritized Wall Street’s appetite for growth through risky acquisitions rather than ensuring the sustainability of its core businesses, leaving the company in a profoundly weakened state. To cut costs and grow profits, the company has also hollowed out its US workforce – from 277,000 workers in 1989 to just 70,000 today – even while relying on $2.2 billion in federal and state subsidies and serving as a major federal contractor.1 An employee representative on GE’s Board would add knowledge and insight on issues critical to the success of the Company, beyond that currently present on the Board, and may result in more informed decision making. Moreover, employees have a sincere interest in the ongoing viability of the company, aligning their interests with those of long-term shareholders. This perspective is needed on the GE board now more than ever, to ensure the proposed spinoffs of GE’s divisions into publicly traded companies is only undertaken if it can be done in a manner that protects the integrity and viability of the component parts, including the expertise of the GE workforce. GE has long described its culture as a competitive advantage, helping it attract and retain top talent. GE should act to protect and strengthen its human capital, particularly given the uncertainty presented by its impending corporate restructuring. We strongly believe the Employee Representative Director would promote GE’s continued success. THE PROPOSAL WOULD UNDERMINE THE GOVERNANCE COMMITTEE’S JUDGMENT TO NOMINATE THE INDIVIDUALS IT BELIEVES WOULD BEST SERVE ALL SHAREHOLDERS AS DIRECTORS. We believe that all director candidates, whether recommended by employees, shareholders or other groups, should be evaluated using the same criteria and standards. The proposal would require us to deviate from the rigor of our existing nomination processes and could undermine the role of our Governance Committee and the Board. Furthermore, in selecting director nominees, the Governance Committee exercises its judgment in selecting the best possible nominees that will complement each other and work well together, to serve the interests of all of our stakeholders rather than just one constituency or faction. In light of the Board’s qualifications, independence and diversity, and the need for ongoing alignment with the company’s future strategy and industry focus, we see no reason to change the current nomination process or to restrict the criteria for Board service by requiring the Governance Committee to select one director nominee from the ranks of GE’s non-executive employees. 62 GE The table below summarizes the requirements for shareholders who wish to submit proposals, including director nominations, for next year’s By mail:Corporate Secretary, at the address set forth on the inside front cover of this proxy statement In addition, SEC rules require shareholders to provide notice under SEC Rule 14a-19 of the intent to solicit proxies in support of director nominees (other than the company’s nominees) by notifying the company no later than the close of business (5 p.m. ET) on March 6, 2023. GE Voting and Meeting Information WE HAVE A MAJORITY VOTING STANDARD FOR DIRECTOR ELECTIONS. Each director nominee who receives a majority of the votes cast will be elected. Any current director who does not meet this standard is subject to the Board’s policy regarding resignations by directors who do not receive a majority of “For” votes, which is described in the Board’s Governance Principles (see “Helpful Resources” on page 77). All other matters are approved if supported by a majority of votes cast. Meeting Information We have adopted a virtual format for the Annual Meeting this year to provide for a safe, consistent and convenient experience for all shareholders. HOW DO I ATTEND THE VIRTUAL ANNUAL MEETING? To participate in the meeting, you must have your 16-Digit Control Number that is shown on your Notice of Internet Availability of Proxy Materials (Notice) or, if you received a printed copy of the proxy materials, on your proxy card or the voting instruction form that accompanied your proxy materials. If the Notice or voting instruction form that you received does not indicate that you may vote your shares through the http://www.proxyvote.com website, you should contact your bank, broker or other nominee (preferably at least 5 days before the Annual Meeting) and obtain a “legal proxy” (which will contain a 16-digit control number that will allow you to attend, participate in or vote at the meeting). You may access the Annual Meeting by visiting www.virtualshareholdermeeting.com/GE2022. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Annual Meeting log-in page. Technical support will be available starting 15 minutes prior to the meeting. The virtual meeting format for the Annual Meeting enables full and equal participation by all of our shareholders from any place in the world at little to no cost. CAN I ASK A QUESTION AT THE VIRTUAL ANNUAL MEETING? Shareholders of record will be able to submit questions either before (by going to www.proxyvote.com) or during the virtual meeting (by going to the Annual Meeting Website) by typing the question into the “Ask a Question” field and clicking “Submit.” We will answer questions that comply with the meeting rules of conduct during the Annual Meeting, subject to time constraints. If we receive substantially similar questions, we may group such questions together. Questions related to personal matters, that are not pertinent to Annual Meeting matters, or that contain derogatory references to individuals, use offensive language, or are otherwise out of order or not suitable for the conduct of the Annual Meeting will not be addressed during the meeting. If there are questions pertinent to Annual Meeting matters that cannot be answered during the Annual Meeting due to time constraints, management will post answers to such questions at www.ge.com/investor-relations. WHAT DO I DO IF I NEED TECHNICAL ASSISTANCE DURING THE MEETING? Voting Information WHO IS ENTITLED TO VOTE? HOW DO I VOTE MY SHARES IF I AM A RECORD HOLDER? 64 GE 2022 PROXY STATEMENT HOW DO I VOTE MY SHARES IF MY SHARES ARE HELD BY A BROKER, BANK OR OTHER NOMINEE? In addition, if you attend the virtual Annual Meeting and have a 16-digit control number, you will be able to cast your vote via the online meeting platform during a designated portion of the meeting. Have your Notice, proxy card or proxy form with the 16-digit control number available when you access the virtual Annual Meeting. WHAT SHARES ARE INCLUDED ON THE PROXY FORM? Please vote proxies for all accounts to ensure that all of your shares are voted. If you wish to consolidate multiple registered accounts, contact EQ Shareowner Services at 1-800-579-1639 or at www.shareowneronline.com. HOW DO I VOTE FOR SHARES HELD IN THE GE RETIREMENT SAVINGS PLAN? revoke or by delivering a subsequent proxy by May 1, 2022. The address for the inspector of election is First Coast Results, Inc., 200 Business Park Circle, Suite 112, Saint Augustine, FL 32095. For more information about the voting process, you can call the GE RSP Service Center at 1-877-55-GERSP (1-877-554-3777). WHAT IS NOTICE AND ACCESS? Shares must be voted by internet, by phone or by completing and returning a proxy form. Shares cannot be voted by marking, writing on and/or returning the Notice. Any Notices that are returned will not be counted as votes. WHAT IF I AM A SHAREHOLDER OF RECORD AND DO NOT SPECIFY A CHOICE FOR A MATTER WHEN RETURNING A PROXY FORM? CAN I CHANGE MY VOTE? HOW ARE VOTES COUNTED? WHAT ARE BROKER NON-VOTES? IS MY VOTE CONFIDENTIAL? GE 2022 PROXY STATEMENT 65 WHO IS SOLICITING MY PROXY AND WHO PAYS THE EXPENSE OF SUCH SOLICITATIONS? Proxies will be solicited by mail, telephone, other electronic means or in person, and we will pay the solicitation costs. Copies of proxy materials will be supplied to brokers, dealers, banks and voting trustees, or their nominees, to solicit proxies from beneficial owners, and we will reimburse these institutions for their reasonable expenses. Morrow Sodali, LLC has been retained to assist in soliciting proxies for a fee of $45,000 plus distribution costs and other expenses. HOW YOU CAN OBTAIN MORE INFORMATION? HOW YOU CAN ACCESS THE PROXY MATERIALS ELECTRONICALLY OR SIGN UP FOR ELECTRONIC DELIVERY ... AND DONATE TO AMERICAN FORESTS If you hold your GE shares directly with the company and you would like to receive future proxy materials electronically, please visit our If you hold your GE HOW RECORD SHAREHOLDERS AND RSP PARTICIPANTS CAN REQUEST COPIES OF OUR ANNUAL REPORT In addition, participants in the RSP may request copies of our annual report by calling the GE RSP Service Center at GE 2022 Long-Term Incentive Plan Effective [insert date of shareholder approval] Section I. Purpose Section II. Definitions (a) “Act” means the Securities Exchange Act of 1934. (b) “Affiliate” means any company or business entity under the direct or indirect control of the Company, and any company or business entity in which the Company has a 50% or more interest, in each case, as determined by the Committee. (c) “Award” means an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award or Other Stock-Based Award, or any combination of these, granted to a Participant pursuant to the provisions of the Plan. (d) “Award Agreement” means a written or electronic agreement or other instrument implementing the grant of each Award. An Award Agreement may be in the form of an agreement to be executed by the Participant (or both the Participant and an authorized representative of the Company), or in the form of certificates, notices or similar instruments as approved by the Committee and designated as such. (e) “Board” means the Board of Directors of the Company. (f) “Cause” means, except as otherwise provided in an Award Agreement, as determined in the sole discretion of the Committee, the Participant’s: (i) breach of the Employee Innovation and Proprietary Information Agreement or any other confidentiality, non-solicitation or non-competition agreement with the Company or any Affiliate, or breach of a material term of any other agreement between the Participant and the Company or any Affiliate; (ii) engagement in conduct that results in, or has the potential to cause, material harm financially, reputationally, or otherwise to the Company or any Affiliate; (iii) commission of an act of dishonesty, fraud, embezzlement or theft; (iv) conviction of, or plea of guilty or no contest to a felony or crime involving moral turpitude; or (v) failure to comply with the Company’s or any Affiliate’s policies and procedures, including but not limited to The Spirit and Letter. A Participant’s employment or service will be deemed to have been terminated for Cause if the Committee determines subsequent to such termination that Cause existed at the time of such termination. (g) “Change in Control” means, except as otherwise provided in an Award Agreement, the occurrence of any one of the following events: (i) a transaction or series of transactions (other than an offering of Common Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby a Person directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Act) of 50% or more of either (A) the then-outstanding shares of Common Stock (the “Outstanding Shares”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Voting Securities”); (ii) the consummation of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the Company’s assets (a “Business Combination”), unless following such Business Combination all or substantially all of the beneficial owners of the Outstanding Shares or Outstanding Voting Securities immediately prior to the Business Combination beneficially own (directly or indirectly) more than 50% of the then-outstanding shares of common stock or combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors of the entity resulting from the business combination (including an entity that as a result of the Business Combination owns (directly or indirectly) the Company or all or substantially all of the Company’s assets in substantially the same proportions as their ownership immediately prior to the Business Combination. For the avoidance of doubt, a public offering, internal restructuring or transfer of Common Stock or assets to any Affiliate will not be treated as a Change in Control. (h) “Change in Control Price” means the amount determined by the Committee in its sole discretion based on the following clauses, whichever the Committee determines is applicable, as follows: (i) the price per share offered to holders of Common Stock in any merger or consolidation, tender offer or exchange offer whereby a Change in Control takes place (ii) the per share Fair Market Value of the Common Stock immediately before the Change in Control, without regard to assets sold in the Change in Control and assuming the Company has received the consideration paid therefor, or (iii) the value per share of the Common Stock that may otherwise be obtained with respect to such Awards or to which such Awards track, as determined by the Committee as of the date of cancellation and surrender of such Awards. In the event that the consideration offered to shareholders of the Company in a Change in Control consists of anything other than cash, the Committee shall determine in its sole discretion the fair cash equivalent of such non-cash consideration. (i) “Code” means the Internal Revenue Code of 1986. (j) “Committee” means the Management Development and Compensation Committee of the Board (or its successor) or such other committee as designated by the Board to administer the Plan; provided, however, that with respect to Awards granted to non-employee directors, “Committee” means the Governance and Public Affairs Committee of the Board (or its successor) or such other committee as designated by the Board to administer the Plan with respect to such Awards. (k) “Common Stock” means the common stock of the Company, $0.01 par value per share, or such other class or kind of shares or other securities as may be applicable under Section XV. GE 2022 PROXY STATEMENT 67 (l) “Company” means General Electric Company (a New York corporation) and, except as utilized in the definition of Change in Control, any successor corporation. (m) “Disability” means, except as otherwise provided in an Award Agreement, the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. A determination of Disability shall be made by the Committee on the basis of such medical evidence as the Committee deems warranted under the circumstances, and in this respect, Participants shall submit to an examination by a physician upon request by the Committee. (n) “Dividend Equivalent” means an amount payable in cash or Common Stock, as determined by the Committee, equal to the dividends that would have been paid to the Participant if the share of Common Stock with respect to which the Dividend Equivalent relates had been owned by the Participant. (o) “Eligible Person” means any current or prospective employee, officer, non-employee director or other service provider of the Company or any of its Affiliates; provided, however, that Incentive Stock Options may only be granted to employees of the Company or any of its “subsidiary corporations” within the meaning of Section 424 of the Code. (p) “FASB ASC Topic 718” means the Financial Accounting Standards Board Accounting Standards Codification Topic 718 or any successor accounting standard. (q) “Fair Market Value” means as of any date, (i) the closing sales price of a share of Common Stock as quoted on the New York Stock Exchange or such other source as the Committee deems reliable (or, if no sale of Common Stock is reported for such date, on the next preceding date on which any sale is reported), or (ii) in the absence of an established market for the Common Stock, the value determined in good faith by the Committee by the reasonable application of a reasonable valuation method, taking into account factors consistent with Treasury Department regulation 1.409A-1(b)(5)(iv)(B) as the Committee deems appropriate. (r) “Good Reason” means, except as otherwise provided in an Award Agreement, any of the following, in each case, without the Participant’s consent: (i) a material reduction in the Participant’s base salary, (ii) a material breach by the Company or its Affiliate of any material provision of any agreement between the Participant and the Company or its Affiliate, or (iii) a material diminution in the Participant’s title, authority, duties, responsibilities or reporting relationships; provided, however, that the Termination of Employment or Separation from Service shall not be for Good Reason unless: (A) the Participant has provided written notice to the Chief Human Resources Officer of the Company of the existence of the circumstances providing grounds for termination for Good Reason within 30 calendar days of the date the Participant first becomes aware of such circumstances, (B) the Company or its Affiliate has been given at least 30 calendar days from the date on which such notice is provided to cure such circumstances (the “cure period”), and (C) the Termination of Employment or Separation from Service occurs within 30 calendar days following the Company’s or Affiliate’s failure to cure such circumstances within the cure period. For the avoidance of doubt, the sale, disposition or spin-off of any one or more businesses of the Company or its Affiliates, or any transaction following which the Company’s (or its successor’s) common equity is not publicly traded on a nationally recognized securities exchange or through a national market quotation service, shall not be deemed a material reduction in the Participant’s title, authority, duties, responsibilities or reporting relationships. (s) “Incentive Stock Option” means an Option that is intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code. (t) “Nonqualified Stock Option” means an Option that is not intended to qualify as an “incentive stock option” within the meaning of Section 422 of the Code. (u) “Option” means a right to purchase a number of shares of Common Stock at such exercise price, at such times and on such other terms and conditions as are specified in or determined pursuant to an Award Agreement. Options granted pursuant to the Plan may be Incentive Stock Options or Nonqualified Stock Options. (v) “Other Stock-Based Award” means an Award granted to an Eligible Person as described in Section XI. (w) “Participant” means any Eligible Person to whom Awards have been granted by the Committee and, if applicable, the authorized transferee of such individual. (x) “Performance Award” means an Award described in Section XII pursuant to which a Participant may become entitled to receive an amount based on satisfaction of such performance criteria established for such performance period as specified in the Award Agreement. (y) “Person” shall have the meaning given in Section 3(a)(9) of the Act, as modified and used in Sections 14(d) and 15(d) thereof, except that such term shall not include (i) the Company or any Affiliate, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Affiliate, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities or (iv) a corporation owned, directly or indirectly, by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company. (z) “Plan” means this GE 2022 Long-Term Incentive Plan. (aa) “Prior Plan” means the GE 2007 Long-Term Incentive Plan. (bb) “Restricted Stock” means an Award or issuance of Common Stock the vesting and/or transferability of which is subject during specified periods of time to such terms and conditions (including continued employment or engagement or performance conditions) as the Committee determines. (cc) “Restricted Stock Unit” means an Award denominated in units of Common Stock under which the issuance of shares of Common Stock (or cash payment in lieu thereof) is subject to such terms and conditions (including continued employment or engagement or performance conditions) as the Committee determines. (dd) “Retirement” means, except as otherwise provided in an Award Agreement, attainment of age 60 and completion of five years of continuous employment with the Company and its Affiliates. (ee) “Separation from Service” or “Separates from Service” means a Termination of Employment or other cessation of service that constitutes a “separation from service” within the meaning of Section 409A of the Code. (ff) “Stock Appreciation Right” or “SAR” means a right that entitles the Participant to receive, in cash or Common Stock or a combination thereof, as determined by the Committee, value equal to the excess of (i) the Fair Market Value of a specified number of shares of Common Stock at the time of exercise over (ii) the exercise price of the right, as established by the Committee on the date of grant. (gg) “Substitute Awards” means Awards granted or Common Stock issued by the Company in assumption of, or in substitution or exchange for, awards previously granted (or the right or obligation to make future awards) by a company acquired by the Company or any Affiliate or with which the Company or any Affiliate combines. 68 GE 2022 PROXY STATEMENT (hh) “Termination of Employment” means, except as otherwise provided in an Award Agreement or as otherwise determined by the Committee, ceasing to serve as an employee of the Company and its Affiliates or, with respect to a non-employee director or other service provider, ceasing to serve as such for the Company and its Affiliates; provided, however, that with respect to all or any Awards held by a Participant, the Committee may determine that (i) a leave of absence (including as a result of a Participant’s short-term or long-term disability or other medical leave) or employment on a less than full-time basis is considered a “Termination of Employment,” (ii) service as a member of the Board or other service provider to the Company or an Affiliate shall constitute continued employment with respect to Awards granted to a Participant while he or she served as an employee of the Company or an Affiliate, or (iii) service as an employee of the Company or an Affiliate shall constitute continued service/employment with respect to Awards granted to a Participant while he or she served as a member of the Board or other service provider to the Company or an Affiliate. The Committee shall determine whether any corporate transaction, such as a sale or spin-off of a division or Affiliate that employs or engages a Participant, shall be deemed to result in a Termination of Employment with the Company and its Affiliates for purposes of any affected Participant’s Awards, and the Committee’s decision shall be final and binding. With respect to any Award that is subject to Section 409A of the Code, a Termination of Employment shall not be deemed to occur until such Participant’s Separation from Service. Section III. Eligibility Section IV. Effective Date and Termination of Plan Section V. Shares Subject to the Plan and to Awards (b) Issuance of Shares; Fungible Ratio. For purposes of Section V(a), the aggregate number of shares of Common Stock issued under this Plan at any time shall equal only the number of shares of Common Stock actually issued upon exercise or settlement of an Award; provided that each share issued pursuant to an Award of Options or Stock Appreciation Rights shall be counted against the limit in Section V(a) as one share and each share issued pursuant to any other Award type shall be counted against such limit as 2.21 shares. The aggregate number of shares available for issuance under this Plan at any time shall not be reduced by shares subject to Awards that have been canceled, terminated, expired unexercised, forfeited or settled in cash; provided, however, that (i) shares subject to Awards that have been retained or withheld by the Company in payment or satisfaction of the exercise price, purchase price or tax withholding obligation of an Award (including shares that were subject to an Award but were not issued or delivered as a result of the net settlement or net exercise of such Award) and (ii) shares repurchased on the open market with the proceeds of an Option exercise, in each case, shall not be available for issuance under this Plan. (c) Prior Plan Awards. Shares of Common Stock subject to awards granted under the Prior Plan that are canceled, terminated, expired unexercised, forfeited or settled in cash following the Effective Date shall become available for issuance under this Plan on a one-for-one basis; provided, however, that shares of Common Stock subject to awards granted under the Prior Plan that have been retained or withheld by the Company in payment or satisfaction of the exercise price, purchase price or tax withholding obligation of such award shall not become available for issuance under this Plan. (d) Substitute Awards. Substitute Awards shall not reduce the shares of Common Stock authorized for issuance under the Plan. Additionally, in the event that a company acquired by the Company or any Affiliate, or with which the Company or any Affiliate combines, has shares available under a pre-existing plan approved by shareholders and not adopted in contemplation of such acquisition or combination, the shares available for grant pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to the holders of common stock of the entities party to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the shares of Common Stock authorized for issuance under the Plan; provided that Awards using such available shares (i) shall not be made after the date awards or grants could have been made under the terms of the pre-existing plan, absent the acquisition or combination, (ii) shall only be made to individuals who were not employees or service providers of the Company or its Affiliates at the time of such acquisition or combination, and (iii) shall comply with the requirements of any stock exchange, market or quotation system on which the Common Stock is traded, listed or quoted. (e) Tax Code Limits. The aggregate number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options granted under this Plan shall be equal to 30 million, which number shall be calculated and adjusted pursuant to Section XV only to the extent that such calculation or adjustment will not affect the status of any Option intended to qualify as an Incentive Stock Option under Section 422 of the Code. (f) Limits on Non-Employee Director Compensation. The aggregate dollar value of equity-based and cash compensation granted under this Plan or otherwise to any non-employee director (determined at the grant date and, for equity-based Awards, in accordance with FASB ASC Topic 718) shall not exceed $1 million (U.S. dollars) during any calendar year. Section VI. Administration of the Plan GE 2022 PROXY STATEMENT 69 designate and delegate to one or more officers or employees of the Company or any Affiliate, and/or one or more agents, authority to assist the Committee in any or all aspects of the day-to-day administration of the Plan and/or of Awards granted under the Plan. (b) Powers of Committee. Subject to the express provisions of this Plan, the Committee shall be authorized and empowered to do all things that it determines to be necessary or appropriate in connection with the administration of this Plan, including: (i) to prescribe, amend and rescind rules and regulations relating to this Plan and to define terms not otherwise defined herein; (ii) to determine the Eligible Persons to which Awards shall be granted, if any, hereunder and the timing of any such Awards; (iii) to prescribe and amend the terms of the Award Agreements, to grant Awards and to determine the terms and conditions thereof; (iv) to establish and verify the extent of satisfaction of any performance goals or other conditions applicable to the grant, issuance, vesting, exercise or settlement of any Award; (v) to prescribe and amend the terms or form of any document or notice required to be delivered to the Company or the applicable Affiliate by Participants under this Plan; (vi) to determine the extent to which adjustments are required pursuant to Section XV; (vii) to interpret and construe this Plan, any rules and regulations under this Plan and the terms and conditions of any Award granted hereunder, and to make exceptions to any such provisions if the Committee, in good faith, determines that it is appropriate to do so; (viii) to approve corrections in the documentation or administration of any Award; and (ix) to make all other determinations it deems necessary or advisable for the administration of this Plan. The Committee may, in its sole and absolute discretion, without amendment to the Plan but subject to the limitations otherwise set forth in Section XIX: (i) waive or amend the operation of Plan provisions respecting vesting, exercise or settlement in connection with a Termination of Employment or Separation from Service, and/or (ii) waive, settle or adjust any of the terms of any Award so as to avoid unanticipated consequences or address unanticipated events (including any temporary closure of an applicable stock exchange, disruption of communications or natural catastrophe). (c) Determinations by the Committee. All decisions, determinations and interpretations by the Committee regarding the Plan, any rules and regulations under the Plan and the terms and conditions of (or operation of) any Award granted hereunder, shall be final and binding on all Participants, beneficiaries, heirs, assigns or other persons holding or claiming rights under the Plan or any Award. The Committee shall consider such factors as it deems relevant, in its sole and absolute discretion, to making such decisions, determinations and interpretations, including the recommendations or advice of any officer or other employee of the Company and such attorneys, consultants and accountants as it may select. (d) Indemnification. Subject to requirements of applicable law, each individual who is or shall have been a member of the Board, the Committee or an officer or manager of the Company to whom authority was delegated in accordance with Section VI shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit or proceeding against him or her; provided, that he or she shall give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf, unless such loss, cost, liability or expense is a result of his or her own willful misconduct or except as expressly provided by statute. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such individuals may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law or otherwise, or any power that the Company may have to indemnify them or hold them harmless. Section VII. Plan Awards (b) Termination of Employment. Subject to the express provisions of the Plan, the Committee shall specify before, at, or after the time of grant of an Award the provisions governing the effect(s) upon an Award of a Participant’s Termination of Employment or Separation from Service. (c) Rights of a Shareholder. Except as otherwise set forth in the applicable Award Agreement, a Participant shall have no rights as a shareholder (including voting rights) with respect to shares of Common Stock covered by an Award, other than Restricted Stock, until the date the Participant becomes the holder of record of such shares of Common Stock. No adjustment shall be made for dividends or other rights for which the record date is prior to such date, except as provided in Sections X(b), XI(b), XII or XV of this Plan or as otherwise provided by the Committee. (d) Fractional Shares. The Committee, in its sole discretion, shall determine whether fractional shares of Common Stock may be issued pursuant to an Award or in settlement thereof and shall determine whether cash, other Awards or other property shall be issued or paid in lieu of such fractional shares. In addition, the Committee shall determine whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated. Section VIII. Options 70 GE 2022 PROXY STATEMENT (b) No Repricing without Shareholder Approval. Other than in connection with a change in the Company’s capitalization (as described in Section XV), the Committee shall not, without shareholder approval: (i) reduce the exercise price of a previously awarded Option or (ii) at any time when the exercise price of a previously awarded Option is above the Fair Market Value of a share of Common Stock, cancel and re-grant or exchange such Option for cash or a new Award with a lower (or no) exercise price. (c) No Reload Grants. Options shall not be granted under the Plan in consideration for, and shall not be conditioned upon the delivery of, shares of Common Stock to the Company in payment of the exercise price and/or tax withholding obligation under any other employee stock option. (d) Incentive Stock Options. Notwithstanding anything to the contrary in this Section VIII, in the case of the grant of an Incentive Stock Option, if the Participant owns stock possessing more than 10% of the combined voting power of all classes of stock of the Company, the exercise price of such Option must be at least 110% of the Fair Market Value of the shares of Common Stock on the date of grant and the Option must expire within a period of not more than five years from the date of grant. Further notwithstanding anything to the contrary in this Section VIII, Options designated as Incentive Stock Options shall not be eligible for treatment under the Code as Incentive Stock Options (and will be deemed Nonqualified Stock Options) to the extent that either (i) the aggregate Fair Market Value of shares of Common Stock (determined as of the time of grant) with respect to which such Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any of its “subsidiary corporations” within the meaning of Section 424 of the Code) exceeds $100,000, taking Options into account in the order in which they were granted, or (ii) such Options otherwise remain exercisable but are not exercised within three months (or such other period of time provided in Section 422 of the Code) of separation of service (as determined in accordance with Section 3401(c) of the Code). (e) No Shareholder Rights. Participants shall have no voting rights and will have no rights to receive dividends or Dividend Equivalents in respect of an Option or any shares of Common Stock subject to an Option until the Participant has become the holder of record of such shares. (b) No Repricing without Shareholder Approval. Other than in connection with a change in the Company’s capitalization (as described in Section XV), the Committee shall not, without shareholder approval, reduce the exercise price of a previously awarded Stock Appreciation Right, and at any time when the exercise price of a previously awarded Stock Appreciation Right is above the Fair Market Value of a share of Common Stock, the Committee shall not, without shareholder approval, cancel and re-grant or exchange such Stock Appreciation Right for cash or a new Award with a lower (or no) exercise price. (c) No Shareholder Rights. Participants shall have no voting rights and will have no rights to receive dividends or Dividend Equivalents in respect of a Stock Appreciation Right or any shares of Common Stock subject to a Stock Appreciation Right until the Participant has become the holder of record of such shares. Section X. Restricted Stock and Restricted Stock Units GE 2022 PROXY STATEMENT 71 (b) Dividends and Distributions. Shares underlying Other Stock-Based Awards shall be entitled to Dividend Equivalents only to the extent provided by the Committee; provided, however, that such Dividend Equivalents will be subject to the same vesting conditions as the underlying Other Stock-Based Award. (c) Director Deferred Stock Units. For the avoidance of doubt, cash-settled deferred stock units granted after the Effective Date to non-employee directors under the Company’s 2003 Non-Employee Director Compensation Plan (the “2003 Plan”) shall be considered Other Stock-Based Awards under the Plan and shall be subject to the provisions hereof, including Section VI; provided, however, that in the event of any conflict between the Plan and the 2003 Plan, the 2003 Plan shall control. Section XII. Performance Awards Section XIII. Deferral of Payment Section XV. Adjustment of and Changes in the Stock (b) In the event there is any other change in the number or kind of outstanding shares of Common Stock (or other securities into which such Common Stock is changed or for which it is exchanged) by reason of a Change in Control, other merger, consolidation or otherwise, then the Committee shall determine the appropriate and equitable adjustment to be effected, which adjustments need not be uniform between different Awards or different types of Awards. In addition, in such event, the Committee may (i) accelerate the time or times at which any Award may be exercised or settled, consistent with and as otherwise permitted under Section 409A of the Code, and/or (ii) provide for cancellation of such accelerated Awards that are not exercised within a time prescribed by the Committee in its sole discretion. (c) In the event of a Change in Control, the Committee, acting in its sole discretion without the consent or approval of any Participant, may take one or more of the following actions, which may vary among individual Participants and/or among Awards held by any individual Participant: (i) accelerate vesting or waive any forfeiture conditions; (ii) accelerate the time of exercisability of an Award so that such Award may be exercised in full or in part for a limited period of time on or before a date specified by the Committee, after which specified date all unexercised Awards and all rights of Participants thereunder shall terminate; 72 GE 2022 PROXY STATEMENT (iv) separately require the mandatory surrender of Dividend Equivalents in exchange for such cash or other consideration (if any) determined by the Committee in is sole discretion; or (v) make such adjustments to Awards then outstanding as the Committee deems appropriate to reflect such Change in Control or other such event (including the substitution, assumption, or continuation of Awards by the successor company or a parent or subsidiary thereof). Notwithstanding anything herein to the contrary, in the event of a Change in Control in which the acquiring or surviving company in the transaction (or any parent or subsidiary thereof) does not assume or continue outstanding Awards or issue substitute awards upon the Change in Control in a manner determined by the Committee, in its sole discretion, pursuant to this Section XV(c), all Awards that are not assumed, continued or substituted for shall be treated as follows effective immediately prior to the Change in Control: (A) in the case of an Option or Stock Appreciation Right, the Participant shall have the ability to exercise such Option or Stock Appreciation Right, including any portion of the Option or Stock Appreciation Right not previously exercisable, (B) in the case of any Performance Award, all conditions to the grant, issuance, vesting or settlement of (or any other restrictions applicable to) such Award shall immediately lapse and the Participant shall have the right to receive a payment based on target level achievement or actual performance through a date determined by the Committee, as determined by the Committee, and (C) in the case of outstanding Restricted Stock, Restricted Stock Units or Other Stock-Based Awards (other than a Performance Award), all conditions to the grant, issuance, vesting or settlement of (or any other restrictions applicable to) such Award shall immediately lapse. In no event shall any action be taken pursuant to this Section XV(c) that would change the payment or settlement date of an Award in a manner that would result in the imposition of any additional taxes or penalties pursuant to Section 409A of the Code. (d) For the avoidance of doubt, no provision of the Plan or any Award Agreement shall provide to any Participant a gross-up payment or other compensation for any taxes imposed by Section 4999 of the Code or otherwise. Section XVI. Transferability (b) In the event an Award is granted to or held by a Participant who is employed or providing services outside the United States, the Committee may (in its sole discretion) modify the provisions of the Plan or such Award (or create sub-plans) as they pertain to such individual to comply with applicable foreign law or to recognize differences in local law, currency or tax policy. The Committee may also impose conditions on the grant, issuance, vesting, exercise or settlement of Awards in order to comply with such foreign law and/or to minimize the Company’s obligations with respect to tax equalization for Participants employed outside their home country. Section XVIII. Withholding Section XIX. Amendment of the Plan or Awards (a) increase the maximum number of shares of Common Stock for which Awards may be granted under this Plan; (b) reduce the price at which Options may be granted below the price provided in Section VIII(a); (c) reprice outstanding Options or SARs as described in Sections VIII(b) and IX(b); (d) extend the term of this Plan; (e) change the class of Eligible Persons; (f) increase the individual maximum limits in Section V(f); or GE 2022 PROXY STATEMENT 73 Section XX. Other a. Non-Exclusivity of Plan b. Governing Law c. No Right to Employment, Reelection or Continued Service d. Specified Employee Delay g. Interpretation Section XXI. Clawback/Recoupment 74 GE 2022 PROXY STATEMENT GE Industrial Free Cash Flows (FCF) We believe these measures will better allow management and investors to evaluate the capacity of our industrial operations to generate free cash flows without the effects of cash used for taxes related to business sales, and the factoring program discontinuation. A reconciliation to the most directly comparable GAAP measure is Included in Gross CAPEX Represents the CFOA impact from cash that GE would have otherwise collected had customer receivables not been previously sold in factoring programs that have now been discontinued. GE Industrial Adjusted Profit & Profit Margin We believe that adjusting profit to exclude the effects of items that are not closely associated with ongoing operations provides management and investors with a meaningful measure that increases the period-to-period comparability. Gains (losses) and restructuring and other items are impacted by the timing and magnitude of gains associated with dispositions, and the timing and magnitude of costs associated with restructuring and other activities. A GE INDUSTRIAL ADJUSTED PROFIT AND PROFIT MARGIN (EXCLUDING CERTAIN ITEMS) (NON-GAAP) GE GE We Organic Revenues, Profit (Loss) and Profit Margin by Segment We believe these measures provide management and investors with a more complete understanding of underlying operating results and trends of established, ongoing operations by excluding the effect of acquisitions, dispositions and foreign currency, as these activities can obscure underlying trends. A reconciliation to the most directly comparable GAAP measure is set forth below. 76 GE Web linksthroughout this document are inactive textual references provided for convenience only, and the content on the referenced websites is not incorporated herein by reference and does not constitute a part of this proxy statement. GE and the GE logoare trademarks and service marks of General Electric Company. Other marks used throughout are trademarks and service marks of their respective owners. FRONT COVER 2021 Annual Report https://www.ge.com/investor-relations/annual-report 2021 Diversity Annual Report https://www.ge.com/about-us/diversity 2022 Proxy Statement https://www.ge.com/proxy 2021 Sustainability Report to be published later this year; 2020 available now https://www.ge.com/sustainability The manufacturing facility that produced this report is an EPA GreenPower Partner that is powered by renewable energy generated by GE wind turbines. This document contains “forward-looking statements” — that is, statements related to future events that by their nature address matters that are, to different degrees, uncertain. For details on the uncertainties that may cause our actual future results to be materially different than those expressed in our forward-looking statements, see the Forward-Looking Statements Information page on our Investor Relations website (see “Helpful Resources” on page 77) as well as our annual reports on Form 10-K and quarterly reports on Form 10-Q. We do not undertake to update our forward-looking statements. This document also includes certain forward-looking projected financial information that is based on current estimates and forecasts. Actual results could differ materially. GE GE SHAREOWNER SERVICES Use the internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 3, 2022 for shares held directly and by 11:59 p.m. Eastern Time on May 1, 2022 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/GE2022 You may attend the meeting via the internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 VOTE BY MAIL The Board of Directors recommends you vote FOR each Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. The shareholder(s) whose signature(s) appear(s) SPECIAL INSTRUCTIONS FOR PARTICIPANTS IN THE GE RETIREMENT SAVINGS PLAN In accordance with the terms of the GE Retirement Savings Plan (RSP), any shares allocable to the General Electric Company(Name of Registrant as Specified In Its Charter)(Name of Person(s) Filing Proxy Statement, if other than the Registrant)Payment of Filing Fee (Check the appropriate box)PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):[X]☑ No fee required.required[ ]☐Fee paid previously with preliminary materials ☐ Fee computed on table belowin exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.1)Title of each class of securities to which transaction applies:2)Aggregate number of securities to which transaction applies:3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):4)Proposed maximum aggregate value of transaction:5)Total fee paid:[ ]Fee paid previously with preliminary materials.[ ]Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.1)Amount Previously Paid:2)Form, Schedule or Registration Statement No.:3)Filing Party:4)Date Filed:
Guide to GE’s Proxy StatementTable of ContentsSignificant Information in this Section17Board Leadership1025Director BiographiesCompensation 2025Risk OversightLetter from the Management Development & Compensation Committee 
22Investor Outreach24Board Meeting Attendance16Director Independence14Director Qualifications14Director Term Limits24Overboarding Policy24Political Spending Oversight25Related Person Transactions26Share Ownership for Executives & Directors
32Peer Group and Benchmarking35CEO Performance Evaluation48Employment and Separation Agreements49Severance Benefits50Death Benefits52Succession Planning52Pay For Performance52Compensation Consultants52Share Ownership Requirements53Hedging Policy53Pledging PolicyIndex of Frequently Requested Information54 Dividend Equivalents Policy56 Management Proposal No. 2 Ratification of KPMG as Independent Auditor for 202056Independent Auditor Engagement57Independent Auditor Information58Audit Committee Report57Auditor Fees 5813Auditor TenureBoard Leadership Structure 17 Board Self-Evaluation 50 CEO Pay Ratio 49 Clawback Policy 22 Director Attendance 16 Director Independence 7 Director Qualifications 7 Director Tenure and Term Limits 8 Nominee Biographies 22 Overboarding Policy 29 Pay-for-Performance 29 Peer Group 49 Policies on Compensation Consultant 23 Related Person Transactions 20 Risk Oversight 5 Shareholder Engagement 24 Stock Ownership for Executives and Directors 49 Stock Ownership Requirements 20 Sustainability Oversight 61Deadlines for 202161Proxy Access62Proxy Solicitation & Document Request Information63Voting Information64Attending the Meeting65Helpful Resources6577 for a guide to the acronyms used throughout this proxy statement.
General ElectricCompanyExecutive Offices5 Necco StreetBoston, MA 02210WHY ARE WE SENDING YOU THESE MATERIALS?17, 2020)24, 2022) in connection with GE’s solicitation of proxies for our 2020 annual meeting of shareholders.
2022 Annual Meeting.WHAT DO WE NEED FROM YOU?General Electric Company Executive Offices
5 Necco Street,
Boston, MA 02210Please read these materials and submit your vote and proxy by mobile device or the Internet, or, if you received your materials by mail, you can also submit your vote and proxy by telephone or complete and return your proxy card or voting instruction form.WHERE CAN YOU FIND MORE INFORMATION?Check out our annual report on our website.www.ge.com/proxywww.ge.com/annualreportIt is a privilege to continue serving as your lead director during this important time for GE. I want to take this opportunity to share how the Board has been working on your behalf over the last year.
Executing on GE’s StrategyAt the beginning of the year, the Board identified two strategic priorities for GE: (1) improving the company’s financial position, and (2) strengthening the businesses. The leadership team, led by our new ChairmanTalent and CultureAs we work to ensure that GE is best positioned to face its operational and strategic challenges, it is vital that our leadership has the right mix of fresh views and deep experience within the company. Following Larry’s appointment as Chairman and CEO late in 2018, we also looked outside GE to recruit several other senior leaders. In early March 2020, we welcomed our new CFO, Carolina Dybeck Happe, a proven global CFO with a track record of deliveringLarry to enable real-time dialogue on GE operations. We recognize the importance of working constructively with leadership, while vigorously questioning assumptions and offering alternative—and sometimes differing—points of view. We continue to meet with our teams at sites around the world to ensure we have an unfiltered view of company operations and culture.As a Board, we actively engage with our shareholders, gaining critical firsthand insight into the subjects that matter most to them, including not just strategy, but other issues such as executive compensation and the appointment of our auditor.Board Composition2019 marked our first full year working together as a Board after significant refreshment in 2018. We have found that a smaller Board is conducive to a higher degree of engagement and exchange, with increased accountability for each director. However, we will continue to recruit new directors selectively where it makes sense based on GE’s strategic priorities and to ensure we have the right diversity of skills and experience on the Board.This year we have one new director nominee—Ashton Carter. Ash served as the 25th U.S. Secretary of Defense and is currently the Director of the Belfer Center for Science & International Affairs at the Harvard Kennedy School. Ash brings unrivaled expertise in international affairs, technology, security, and government to the Board. He led significant operational reforms at the Department of Defense—the largest employer in the world. He will be a tremendous addition to the Board as we serve customers across the globe.On behalf of our Board, I thank you for your investment and support of GE as we continue to create a stronger, simpler, more focused company, for you and all of GE’s stakeholders.
Your Board is focused on engaging with leadership and employees to drive positive change at GE.and CEO, Larry Culp, decisively executed on these priorities this past year. During 2019, we announced an agreement to sell GE Healthcare’s BioPharma business for proceeds of $20 billion, completed the merger of our Transportation business with Wabtec, sold our remaining interest in the business for proceeds of $6 billion, and raised $3 billion by further reducing our stake in Baker Hughes. We reduced GE’s leverage by tendering for $5 billion of debt. In terms of operations, Aviation performed strongly despite challenges from the grounding of the 737 MAX, and Power made significant strides in improving its operations and exercising greater commercial discipline. This is significant progress, but we have more work to do on many fronts.Much of our time as a Board this past year has been dedicated to discussing the longer-term strategy for the company and how we build sustainable shareholder value. We have also implemented a new approach to assessing and identifying risk, focusing on prioritizing and mitigating those risks that have the most significant potential impact on the company.superior results and creating value. We are grateful to Jamie Miller, our outgoing CFO, for her significant contributions in executing on our strategic plan during a challenging period. Our new head of human resources, Kevin Cox, who joined GE in February 2019, has reenergized our focus on human capital management and has provided a fresh perspective on our culture, development, and compensation programs.At this critical juncture, we recognize the necessity of aligning culture with strategy to achieve long-term success. GE’s cultural transformation starts with promoting greater candor, transparency, and humility, with the Board and leadership setting the tone at the top. A strong culture provides the necessary framework for Larry’s vision of getting “back to basics” on operations—putting customers first and implementing lean management principles across the enterprise.Engagement and OversightYour Board is focused on engaging with leadership and employees to drive positive change at GE. In addition to our in-person meetings, we have periodic calls with
Lead DirectorHORTONLEAD DIRECTOR20202022 PROXY STATEMENT 1About GEGE: Delivering Value Now and In the Future Our Strategy 
Improving our
financial position2 Strengthening
our businesses
By driving sustainable operational and cultural change
Implementing lean management tools with a relentless focus on customer value to get to the root cause of problems, continuously eliminate waste, and ruthlessly prioritize work. Conducting Lean Action Workouts throughout GE, in manufacturing settings and beyond, to make improvements in safety, quality, delivery, and cost.
Ensuring we have the right leadership in place, with two-thirds of CEO’s direct reports new to GE or in their roles since Larry Culp began as CEO in 2018. New CFO, Carolina Dybeck Happe, began in March 2020, and new head of human resources, Kevin Cox, began in February 2019. Separated Power into Gas Power and Power Portfolio businesses, with separate leadership, to improve visibility and accountability.2 GE 2020 PROXY STATEMENT
2019 ProgressPOWERAs independently run companies, the businesses will be better positioned to deliver long-term growth and create value for customers, investors, and employees, with each benefitting from:
AVIATION 
HEALTHCARE 
Powering lives and making electricity more affordable, reliable, accessible, and sustainableUNITSGas Power, Power PortfolioINSTALLED BASE~7,700 gas turbinesCEOsGas Power: Scott Strazik; Power Portfolio: Russell StokesEMPLOYEES~38,000PROGRESS●Separated Gas Power from Power Portfolio, which includes Steam, Power Conversion, and GE Hitachi Nuclear, to improve visibility and accountability.●Booked 13.6 GW in gas turbine orders in 2019; launched new 7HA.03 gas turbine.●Improved commercial discipline and cost structure in both Gas Power and Power Portfolio.RENEWABLEENERGY
MISSIONMaking renewable power sources more affordable, accessible, and reliable for the benefit of people everywhereUNITSOnshore Wind, Offshore Wind, Grid Solutions Equipment and Services, HydroINSTALLED BASE~45,000 onshore wind turbinesCEOJérôme PécresseEMPLOYEES~43,000PROGRESS●Brought all of GE’s renewable and grid assets into this business, creating a differentiated offering that can both produce renewable energy and reliably and safely integrate it into electrical grids.●Achieved record unit volume for onshore wind turbines.●Secured nearly 5 GW of commitments for new offshore wind turbine, the HaliadeTM-X.AVIATION
MISSIONProviding customers with engines, components, avionics and systems for commercial, military and business and& general aviation aircraft and a global service network to support these offeringsand& Other~37,800 ~39,400 commercial aircraft engines13and ~26,600~26,200 military aircraft enginesDavid Joyce John Slattery~52,000 ~40,000Closed Aviation’s 100th year of operationThanks to operational improvements and increasing shop visits, Aviation expanded margins in 2021 to 13.5% reported, while revenue was slightly down, in line with over $270 billion in backlog and an installed base of more than 64,0001 commercial and military engines.departure activity.Worked diligently to support our customers following the grounding of the Boeing 737 MAX, never wavering in commitment to safety while navigating near-term industry disruption. Delivered 1,736 LEAP engines to Airbus & Boeing platforms.●Aviation’s T901 selected for the U.S. Army’s Improved Turbine Engine Program to power its next-generation Apache & Black Hawk helicopters.Orders were up across equipment and services driven by commercial wins driving momentum.HEALTHCARE
Operating Improving lives in moments that matter; operating at the center of an ecosystem working toward precision health – health—digitizing healthcare, helping drive productivity and improving outcomes across the health systemLife SciencesPharmaceutical Diagnosticshealthcare installations, 2B+ patient exams per yearKieran Murphy Peter Arduini~56,000 ~48,000Grew backlogOrders and organic revenue* were up, and margins expanded 70 basis points organically*, giving the team both the capital and the flexibility to $18.5 billionplay offense.segment profit marginsZionexa, two exciting companies helping to 19.5%realize the potential of precision health.RENEWABLE ENERGY 
POWER 
Launched sevenLong-term, Renewable Energy is firmly positioned to lead the energy transition; we are being more selective up front about new “mission control” Command Centers with customers,business and being more disciplined on cost as we seek to continue to improve the performance of this business.use predictive analyticsincludes lower turnkey scope and Artificial Intelligence (AI)exercising more discipline in the projects we choose to help hospitals coordinate patient care more efficiently.underwrite.Introduced on-device AI on equipment like our RevolutionTMMaxima CT, where AI helps position the patientMargins improved more precisely to improve efficiency, accuracy, and patient comfort.than 300 basis points organically*. Orders were up slightly, driven by services growth offsetting equipment.* CAPITAL
MISSIONDesigningNon-GAAP Financial Measure. For information on how these metrics are calculated, see “Explanation of Non-GAAP Financial Measures and delivering innovative financial solutions for GE industrial customers in markets around the worldUNITSGE Capital Aviation Services (GECAS), Energy Financial Services (EFS), Industrial Finance (IF) and Working Capital Solutions (WCS), InsuranceCEOAlec BurgerEMPLOYEES~2,000PROGRESS●Enabled more than $6 billion in Industrial orders through GE’s financing capabilities, including at GECAS and EFS.1 Based on prior three-column reporting format and excluding the impact from discontinued factoring programs in current and prior periods. For GE’s full set of reported metrics against its 2021 Outlook and more information on its transition from three- to one-column financial statement reporting, please see GE’s fourth-quarter 2021 earnings materials at ge.com/investor. 2 Includes borrowings, after tax pension & principal retiree benefit plan liabilities, operating leases, 50% preferred stock, and factoring. 3 Including GE and its joint venture partnerspartners.20202022 PROXY STATEMENT3Rising to the Challenge of Building a World that Works 
Your vote is needed●Innovations that improve fuel efficiency are defining the future of flight, and our engines can operate on Director Elections:approved sustainable aviation fuel (SAF) today.Election●Transitioning from petroleum-based fuels to SAF can reduce carbon emissions up to 80%, factoring in the entire life cycle of the 11fuel, significantly contributing to the commercial aviation industry’s long-term goal of net-zero carbon emissions from flight by 2050.
May 4, 2022 at 10:00 a.m.
Eastern Time
Live Webcast at:
www.virtualshareholdermeeting. com/GE2022
Shareholders of record at the close of business on March 8, 2022 are entitled to attend and vote at the Annual Meeting. On that date, there were 1,101,751,355 shares of common stock of General Electric Company outstanding and entitled vote.
MIKE HOLSTON, SECRETARY1 
YOUR BOARD RECOMMENDS A VOTE FOR EACH NOMINEEeach director nominee2 
3 4 5 
HOW YOU CAN VOTE 
Call the telephone number on your proxy card or voting instruction form
Sign, date and return your proxy card or voting instruction form TENUREAGENewer (<3 years): 8
3.2 yearsaverage tenureOur Board term limit is 15 years<60 years: 6
Our Board age limit is 75 yearsMedium-tenured (4-6 years): 1
60-70 years: 5
Longer-tenured (>6 years): 2
>70 years: 0
INDEPENDENCEDIVERSITY OF GENDER AND BACKGROUNDAll director nominees except our CEO are independent and meet heightened independence standards for our audit, compensation and governance committees
Where can I find out more information? See “Voting and Meeting Information” on page 64.Our policy is to build a cognitively diverse board representing a range of backgroundsFemale: 4 (36%)
2 of 4 Board leadership positions are held by womenIndependent: 10
Our Board is91% independentEthnically diverse: 2 (18%)
Not Independent: 1
Born outside U.S.: 3 (27%)
20202022 PROXY STATEMENT
See the letter from the Management Development & Compensation Committee on page 25 and pages 26–27 in the Compensation section.
At the 2022 Annual Meeting, thirteen director nominees are to be elected to hold office until the 2023 Annual Meeting and until their successors have been elected and qualified.
Your Board recommends a vote for each nominee
of the full Board and committees
Governance & investor feedback reviews
Board self-evaluation
Culp, Jr.Nomineesmeetings and numerous additional sessions leading to plan announced in November to form three independent companiesBoard Nominees
Our Board term limit is 15 years3 New 6 Medium-tenured 4 Longer-tenured 4 <60 years 6 60-65 years 3 >65 years (≤1 years) (2-4 years) (≥5 years) 
Our policy is to build a cognitively diverse board representing a range of backgrounds
All director nominees except our CEO are independent and meet heightened independence standards for our audit, compensation and governance committees5 Female 2 Ethnically diverse 5 Born outside U.S. 12 Independent 1 Not Independent (38%) (15%) (38%) 
PRIMARY QUALIFICATIONS AND ATTRIBUTES 
GE COMMITTEESNAME A C G Stephen Angel Sébastien Bazin NEW 
Ashton Carter
Sébastien Bazin 
Ashton Carter 
H. Lawrence Culp, Jr. Francisco D’Souza 
Edward Garden Isabella Goren NEW Thomas Horton 
Risa Lavizzo-Mourey Catherine Lesjak Tomislav Mihaljevic NEW Thomas Horton
Risa Lavizzo-MoureyCatherine LesjakPaula Rosput Reynolds Leslie Seidman 
James TischATTENDANCE QUALIFICATIONS AND ATTRIBUTES COMMITTEES All director nominees attended at least 75% of the meetings of the Board and committees on which they served in 2019,2021, and on average we had a 94%95% attendance rate in 2019.2021.
Industry & Operations 
Risk Management Finance & AccountingGovernment & RegulatoryInvestorGlobalTechnologyGender/Ethnic DiversityA Audit Committee Member 
Finance & Accounting 
Government & Regulatory C Compensation Committee Chair 
Investor 
Global G Governance Committee MemberChair
Financial Expert & MemberFULL BOARD
Technology 
Board Rhythm
ChairLarry Culp
Lead DirectorTom Horton6/year1/year1/year2019 MEETINGS14,including 3 meetings of the independent directorsRegular meetingsStrategy sessionBoard self-evaluation2+/year2+/yearCallsBusiness visits for each directorGovernance & investor feedback reviewsBetween meetingsGender/Ethnic Diversity ● Recent Focus Areas●Reviewing GE’s portfolio and future strategy●Capital structure and liquidity, including reducing leverage and de-risking the balance sheet●Business performance and strategy reviews●Talent and leadership, including hiring of new CFO and Chief Human Resources Officer●Sale of BioPharma business●Impact of Boeing 737 MAX grounding●Enterprise Risk Management●GE Capital and Insurance●CybersecurityKey Corporate Governance Practices●1012 out of 1113 director nominees are independent● Annual election of all directors by majority voting ● No supermajority provisions in governing documents ● Annual review of Board leadership structure ● Annual Board and committee self-evaluations ● Board-level oversight of ESG matters ● Strong lead director with clearly delineated duties ● Dual-pronged Board refreshment mechanisms (age/term limits) ● Regular executive sessions of independent directors ● Board and committees may hire outside advisors independently of management ● Proxy access by-law provisions on market terms●Proactive year-round shareholder engagement program● Clawback policy that applies to all cash and equity incentive awards ● Anti-hedging and anti-pledging provisions ● Strong stock ownership guidelines and retention provisions ● “Overboarding” limits ● No poison pill or dual-class shares ● Encourage all directors to make at least two business visits per year without senior management present ● Shareholder right to call special meetings (at 10%) GE 2020 PROXY STATEMENT 5CompensationYour vote is needed on Management Proposal #1:Advisory approval of our named executives’ compensation for 2019YOUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSALOverview of Company PerformanceGE 2019 PERFORMANCE VS. KEY OUTLOOK/EXECUTIVE COMPENSATION METRICSGE Industrial Free Cash Flow*$2.3BMarch 2019 Outlook: $(2)B-$0BPerformance:ExceededAdjusted EPS*$0.65March 2019 Outlook: $0.45-$0.55 (ex. Baker Hughes)Performance: Exceeded2019 TOTAL SHAREHOLDER RETURN**
Overview of CEO Pay
*Metrics denoted with an * are non-GAAP financial measures. For information on how we calculate the performance metrics, see“Explanation of Non-GAAP Financial Measures and Performance Metrics” on page 53.**Closing stock price as of December 31, 2019 was $11.16. Price shown as of December 31, 2018 reflects dividend adjustment and distribution of Wabtec shares. Data source: BloombergFURTHER PROGRESS ON OUR 2019 PRIORITIES1 Improve our financial positionReduced GE Industrial leverage:$7B net debt* reductionending 2019 with 4.2x net debt* to EBITDA vs. 4.8x in 2018Reduced GE Capital leverage:$7B debt reductionending 2019 with 3.9x debt to equity vs. 5.7x in 20182Strengthening our businesses●Power improving: better project discipline & execution; Gas Power lower risk backlog, more conservative underwriting framework & lower fixed costs● Healthcare Systems growth: targeted increases in R&D and prioritizing programs to highest returning product lines and projects●Restructuring in process: cost savingsProxy access by-law provisions on track despite lower restructuring cash & expense due to timing, attrition, lower cost to executeRunning GE differently●Lean transformation gaining traction: focus on safety, quality, delivery & cost; lean action workouts●Culture changing: employees exemplifying candor, transparency, humility; focus on customer, operations, prioritizationOUTSTANDING CEO PSUs AT-RISKThe 2019 PSUs, together with the 2018 Inducement PSUs, represent approximately 74% of combined total compensation opportunity for 2018 and 2019 (based on grant date fair value). Pay out of shares pursuant to these grants of PSUs are subject to achievement of multi-year performance conditions.WHAT’S MEASUREDTARGETTARGET NO.SHARESPERFORMANCEPERIOD2019 PSUsTSR v. S&P 50055thpercentile1.5M3/19/19-12/31/212018InducementPSUs30-day averageclosing stock price$24.805.0M10/1/18-9/30/22market terms6 GE 2020 PROXY STATEMENTSay-on-Pay Engagement and Response2019 INVESTOR ENGAGEMENT AND OUR SAY- ON-PAY VOTEAt our 2019 annual meeting, 70% of shareholders expressed support for the compensation of our named executives.In advance of the 2019 annual meeting, and as part of our fall outreach after the meeting, we made significant efforts to engage with our institutional shareholders to better understand their concerns related to our executive compensation programs and to the factors impacting their say-on-pay vote.This outreach also involvedtwo independent directorswho are members of our Compensation Committee,Tom Horton(the Committee Chair) andEd Garden.
COMMITTEE RESPONSE TO INVESTOR FEEDBACKAs part of its assessment of GE’s executive compensation programs, the Compensation Committee reviewed the voting results, evaluated investor feedback and considered other factors discussed in this proxy statement, including the alignment of our compensation program with the long-term interests of our shareholders and the relationship between risk-taking and the incentive compensation we provide to our named executives.After considering these factors, and based on additional feedback from our investors, the committee decided to take the following actions to increase management accountability and more closely align management’s interests with shareowners.●Committing to provide no further single-trigger change of control provisions in employment agreements for new outside hires;●Continuing to shift executive compensation away from cash-based programs and to equity;●Adopting a formal peer group for the purposes of assessing executive compensation;●Granting Performance Share Units (PSUs) to a broader swath of our executive officers; and●Changing the performance metrics for the 2020 PSUs to the S&P 500 Industrial Index, which represents a more tailored group of industrial peers, compared to the S&P 500.GE 20202022 PROXY STATEMENT 7Your vote is needed on Board Leadership
LEAD DIRECTOR | CHAIR:
Management Proposal #2:Development &
Compensation Committee
Ratification of our selection of KPMG as independent auditor for 2020.H. Lawrence
Culp, Jr.See“Audit” on page 56 for more information.Director Since: 2018
Age: 58
Birthplace:
United States YOUR BOARD RECOMMENDSA VOTE FOR THIS PROPOSALAudit Tender Process Under WayAs previously reported, the Audit Committee has been taking a number of steps in consideration of a potential audit firm rotation. Key actions overseen and directed by the Audit Committee over the past year have included:1.WORKING TOWARD COMPLETION OF THE AUDIT TENDER PROCESS THAT BEGAN IN 2019.Director Since: Audit firms have submitted initial proposals that are under consideration, and the firms have been engaged in an extensive process of reviewing information about GE and its businesses. The Audit Committee is evaluating each firm’s capabilities and global reach to take on the scope and complexity of the GE audit, audit quality, industry knowledge and expertise, independence, proposed engagement team, approach to audit innovation and technology and other factors, as we work toward completion of the tender process in the middle of 2020.2018 2.CONTINUING TO ENGAGE WITH GE’S SHAREHOLDER BASE ON THIS TOPIC.
Age: Shareholders have expressed a range of views about the tender process, the continued engagement of KPMG as our independent auditor and related considerations, which the Audit Committee has considered.60 3.
Birthplace:
United StatesPREPARING FOR A POTENTIAL AUDITOR ROTATION.IndependentAs a global, multi-business company, we currently engage audit firms other than KPMG for a variety of non-audit services, and we are continuing to analyze the non-audit services provided by firms participating in the audit tender process with a view toward concluding and transitioning those engagements, as appropriate.IN ENGAGING KPMG FOR 2020, WE ALSO CONSIDERED:KPMG PERFORMANCE, AUDIT QUALITY, RISKS AND FEES:●KPMG’s performance on GE audit, reflecting input from a broad array of internal stakeholders, including local teams and senior management●KPMG’s capability & expertisein handling the breadth and complexity of our worldwide operations●External data on audit quality & performance,including the number of audit restatements compared to other Big 4 firms●KPMG’s known legal & regulatory risks,including interviews with KPMG’s chairman and review of the most recent PCAOB oversight matters●Appropriateness of KPMG’s feeson an absolute basis and relative to peer firmsKPMG’S INDEPENDENCE, INCLUDING THE FOLLOWING CONTROLS:●Thorough Audit Committee oversight… regular private meetings with KPMG, committee evaluation of lead audit partner performance and selection of new lead partner for 2020●Limits on non-audit services… Audit Committee pre-approval required, certain types of services prohibited●Strong internal KPMG independence processes… internal quality reviews, large number of KPMG partners●Robust regulatory framework… KPMG subject to PCAOB inspections, Big 4 peer reviews and PCAOB/SEC oversightKPMG FEES(1)(IN MILLIONS) AUDIT(2) AUDIT-RELATED(3) TAX(4) ALL OTHER TOTAL 2019 $61.1 $13.9 $4.1 $0.0 $79.1 2018 $63.7 $40.2 $0.7 $0.0 $104.6 (1)Amounts do not include fees billed by KPMG for services to Baker Hughes Company, which GE consolidated during 2018 and until September 16, 2019. Previously, when Baker Hughes Company was consolidated as part of GE’s financial statements and covered by the GE audit, we had reported fees billed by KPMG for services to Baker Hughes Company as part of the 2018 amounts above.(2)Audit and review of financial statements for GE 10-Ks/10-Qs, internal control over financial reporting audit, statutory audits; a majority of these audit fees related to KPMG’s conduct of approximately 1,000 statutory audits in more than 100 countries.(3)Assurance services, M&A due diligence and audit services; year-over-year decrease was primarily driven by lower costs for carve-out audits in 2019, which included the BioPharma business within GE Healthcare ($7.0 million), compared to the costs for carve-out audits in 2018, which included GE Healthcare ($16.0 million) and GE Transportation ($8.6 million).(4)Tax compliance & tax advice/planning.2020 Shareholder ProposalYour vote is needed on one proposal requesting an independent chair 
YOUR BOARD RECOMMENDS A VOTEAGAINST THIS PROPOSALSee page 59 for further information8 GE 2020 PROXY STATEMENT
LogisticsDATE AND TIMEMay 5, 2020 at 10:00 a.m. Eastern TimeWEBCASTwww.ge.com/investor-relationsLOCATIONThe Westin Boston Waterfront425 Summer StreetBoston, MA 02210ATTENDING IN PERSONYou must be a GE shareholder as of the record date, and you must bring your admission card & government-issued photo ID. Follow the instructions on page 64. We intend to hold our annual meeting in person. However, we are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light of the evolving coronavirus (COVID-19) situation. As a result, we may impose additional procedures or limitations on meeting attendees (beyond those described above) or may decide to hold the meeting in a different location or solely by means of remote communication (i.e., a virtual-only meeting). We plan to announce any such updates on our proxy website (www.ge.com/proxy), and we encourage you to check this website prior to the meeting if you plan to attend.
Check out our annual reportwww.ge.com/annualreportYou are invited to participate in GE’s 2020 Annual Meeting. If you were a GE shareholder at the close of business on March 9, 2020, you are entitled to vote at the Annual Meeting. Even if you plan to attend, we encourage you to submit your vote as soon as possible through one of the methods below.Cordially,MIKE HOLSTON, SECRETARYAgendaBOARD RECOMMENDATIONREAD MORE1Elect the 11 director nominees named in the proxy for the coming year
FOReach director nomineePage 10 2Approve our named executives’ compensation in advisory voteFORPage 30 3Ratify the selection of KPMG as independent auditor for 2020FORPage 564Vote on the shareholder proposal included in the proxy, if properly presented at the meeting
AGAINSTthe proposalPage 59Shareholders also will transact any other business that properly comes before the meetingVoting Q&AWho can vote?Shareholders as of our record date, March 9, 2020.How many shares are entitled to vote?8.7 billion common shares (preferred shares are not entitled to vote).How many votes do I get?One vote on each proposal for each share you held as of the record date (see first question above).Do you have an independent inspector of elections?Yes, you can reach them at First Coast Results, Inc., 200 Business Park Circle, Suite 112, Saint Augustine, FL 32095.Can I change my vote?Yes, by voting in person at the meeting, delivering a new proxy or notifying First Coast Results in writing. However, if you hold shares through a broker, you will need to contact them directly.Is my vote confidential?Yes, only First Coast Results and certain GE employees/agents have access to individual shareholder voting records.How many votes are needed to approve a proposal?Majority of votes cast, with abstentions & broker non-votes generally not being counted & having no effect.Where can I find out more information?See“Voting & Meeting Information” on page 62.How You Can VoteDo you hold shares directly with GE orin the Retirement Savings Plan (RSP)?Do you hold sharesthrough a bank or broker?
Use the Internet atwww.proxypush.com/GEUse the Internet atwww.proxyvote.com
Call toll-free (US/Canada)1-866-883-3382Call toll-free (US/Canada)1-800-454-VOTE (8683)
Mail your signed proxy formMail your signedvoting instruction formGE 2020 PROXY STATEMENT 9What are you voting on?At the 2020 annual meeting, eleven director nominees are to be elected to hold office until the 2021 annual meeting and until their successors have been elected and qualified.All nominees are current GE Board members who were elected by shareholders at the 2019 annual meeting, except for Mr. Carter who is being nominated for election for the first time at the 2020 annual meeting.
YOUR BOARD RECOMMENDS A VOTE FOR EACH NOMINEESébastien Bazin
Ashton Carter
DIRECTOR SINCE:2016AGE:58BIRTHPLACE:FRANCEINDEPENDENTDIRECTOR SINCE:NEW NOMINEEAGE:65BIRTHPLACE:UNITED STATESINDEPENDENTQualificationsQualificationsChairman and CEO, AccorHotels, a global hotel company, Paris, France (since 2013)
Director, Belfer Center for Science and International Affairs, Harvard Kennedy School (since 2017)
PRIOR BUSINESS EXPERIENCE●CEO, Europe Colony Capital,a private investment firm (1997–2013)
●Group Managing Director, CEO and General Manager, Immobilière Hôtelière (1992–1997)●Began career in 1985 in U.S. finance sector, becomingVice President, M&A, PaineWebber
CURRENT PUBLIC COMPANY BOARDS●General Electric●AccorHotels●Huazhu Group*PAST PUBLIC COMPANY BOARDS●Vice Chairman, Carrefour, a multinational French retailerOTHER POSITIONS●Vice Chairman, Supervisory Board, Gustave Roussy Foundation, cancer research funding●Chairman, Théâtre du Châtelet●Chairman, Strategic Partnerships Committee, Safar VenturesEDUCATION●Sorbonne University●MA (Economics), Sorbonne University*Directorship held in his capacity as CEO of AccorHotels. See“Limits on Director Service on Other Public Boards” on page 24 for more information.PRIOR GOVERNMENT EXPERIENCE●Secretary, U.S. Department of Defense(2015-2017)
●Deputy Secretary and Chief Operating Officer, U.S. Department of Defense, responsible for oversight of personnel and management (2011-2013)●Under Secretary of Defense for Acquisition, Technology and Logistics, U.S. Department of Defense, responsible for global logistics and procurement (2009-2011)●Assistant Secretary of Defense for International Security Policy U.S. Department of Defense (1993-1996)●Began career with U.S. Department of Defense in 1981 as a program analystPRIOR ACADEMIC EXPERIENCE●Prior teaching positions: Stanford University (2014-2015); Harvard Kennedy School (1984-1993; 1997-2009); and Massachusetts Institute of Technology (1982-1984)PRIOR BUSINESS EXPERIENCE●Senior Partner, Global Technology Partners (1998-2009)CURRENT PUBLIC COMPANY BOARDS●Delta Air Lines
OTHER POSITIONS●Fellow, American Academy of Arts & Sciences●Director,Council on Foreign Relations
EDUCATION●Yale University●PhD (Theoretical physics), Oxford University
10 GE 2020 PROXY STATEMENTH. Lawrence Culp, Jr.
Francisco D’Souza
Edward Garden
DIRECTOR SINCE:2018AGE:56BIRTHPLACE: UNITED STATESDIRECTOR SINCE:2013AGE:51BIRTHPLACE:KENYAINDEPENDENTDIRECTOR SINCE:2017AGE:58BIRTHPLACE:UNITED STATESINDEPENDENTQualificationsQualificationsQualificationsCEO and Chairman, General Electric, Boston, MA (since September 2018)
Vice Chairman, Cognizant Technology Solutions Corporation, a multinational IT company, Teaneck, NJ (since 2019)*
Chief Investment Officer and Founding Partner, Trian Fund Management, L.P.,Global Infrastructure Partners, an infrastructure investment management firm,fund, New York, NY (since 2005)2019)
PRIOR BUSINESS EXPERIENCEPrior Business Experience, a global private equity firm (2017–2018)
retirement.retirement, Senior Advisor (2014–2016)
CURRENT PUBLIC COMPANY BOARDSCurrent Public Company BoardsPAST PUBLIC COMPANY BOARDSPast Public Company BoardsOTHER POSITIONSOther PositionsEDUCATIONEducationPRIOR BUSINESS EXPERIENCEGE Committee MembershipCEO, Cognizant (2007–2019)Compensation (Chair)President, Cognizant (2007–2012)GovernanceCOO, Cognizant (2003–2006)Senior Advisor, Warburg Pincus LLC, a private equity firm focused on growth investing (2015–2019)Co-founded Cognizant (1994)Chairman, American Airlines Group, one of the largest global airlines (formed following the merger of AMR Corporation and US Airways) (2013–2014)Previously heldChairman and CEO, American Airlines (2011–2014) at Dun & BradstreetCURRENT PUBLIC COMPANY BOARDSCurrent Public Company BoardsCognizant*EnLink MidstreamMongoDBWalmart (lead director)OTHER POSITIONSPast Public Company BoardsChairman, IT and Electronics Governors community, World Economic ForumQualcommCo-Chair, New York HallMember, Cox School of ScienceBusiness, Southern Methodist UniversityTrustee, Carnegie MellonBaylor UniversityInternational Advisory Panel Member, Banco SantanderEDUCATION●University of Macau●MBA, Carnegie MellonSouthern Methodist University*Mr. D’Souza will step down from the Cognizant board, effective March 31, 2020.PRIOR BUSINESS EXPERIENCE●Vice Chairman and Director, Triarc Companies(subsequently The Wendy’s Company and previously Wendy’s/Arby’s Group) (2004–2007) and Executive Vice President (2003–2004)
●Managing Director, Credit Suisse First Boston(1999–2003)●Managing Director, BT Alex Brown(1994–1999)CURRENT PUBLIC COMPANY BOARDS●General Electric●Legg MasonPAST PUBLIC COMPANY BOARDS●The Bank of New York Mellon
●The Wendy’s Company●Family Dollar Stores●PentairEDUCATION●Harvard College20202022 PROXY STATEMENT11Thomas HortonBoard Leadership
Committee
CHAIR: Governance
& Public Affairs
Committee
Age: 59
Birthplace:
United States
Independent
Catherine LesjakDirector Since: 2017
Age: 67
Birthplace:
United States
Independent
DIRECTOR SINCE:2018AGE:58BIRTHPLACE: UNITED STATESINDEPENDENTDIRECTOR SINCE:2017AGE:65BIRTHPLACE:UNITED STATESINDEPENDENTDIRECTOR SINCE:2019AGE:61BIRTHPLACE:CANADAINDEPENDENTQualificationsFormer Chairman, Financial Accounting Standards Board (FASB), independent organization responsible for financial accounting and reporting standards, Norwalk, CT (2010–2013)QualificationsQualificationsPartner, Global Infrastructure Partners, New York, NY (since 2019)
Former Chief Financial Officer, HP, a global technology company, and its predecessor, Hewlett-Packard, Palo Alto, CA (2007-2018) 
PRIOR BUSINESS EXPERIENCEGE Committee MembershipSenior Advisor, Warburg Pincus LLC,Prior Business Experience a private equity firm focused on growth investing (2015–2019)
Chairman, American Airlines Group, one of the largest global airlines (formed following the merger of AMR Corp and US Airways) (2013–2014)
●Chairman and CEO, American Airlines (2011–2014)●Chairman and CEO, AMR (parent company of American Airlines) (2010–Board Member, FASB (2003–2013)●EVP and CFO, AMR (2006–2010)
●Vice Chairman and CFO, AT&T (2002–2006)SVP and CFO, AMR● (2000–2002); joined AMR in 1985, serving in various finance and management rolesStaff Member, FASB (1994–1999)CURRENT PUBLIC COMPANY BOARDSCurrent Public Company BoardsEnLink MidstreamMoody’s, provider of credit ratings, research and analytical tools (Chair, Audit Committee)Walmart (lead director)PAST PUBLIC COMPANY BOARDS●QualcommOTHER POSITIONS●Executive Board Member, Cox School of Business, Southern MethodistFounding Director, Pace University Center for Excellence in Financial Reporting (2014–2018)Member, National Air and Space Museumof Governors, Financial Industry Regulatory Authority (FINRA) (2014–2019)EDUCATIONEducationBaylorCybersecurity Oversight CERT, Carnegie Mellon University and NACDMBA, Southern Methodist UniversityESG Oversight certification (GCB.D)PRIOR BUSINESS EXPERIENCEGE Committee MembershipPRIOR ACADEMIC EXPERIENCEPrior Academic Experience
PRIOR GOVERNMENT EXPERIENCEPrior Government Experience
CURRENT PUBLIC COMPANY BOARDSCurrent Public Company Boards●HessPAST PUBLIC COMPANY BOARDSPast Public Company Boards
OTHER POSITIONSOther PositionsEDUCATIONEducationU.University of Washington & SUNY Stony Brook
Angel
Age: 66
Birthplace:
United States
Independent
Bazin
Age: 60
Birthplace:
France
Independent
Carter
Age: 67
Birthplace:
United States
Independent
PRIOR BUSINESS EXPERIENCEFormer CEO of Linde, a global industrial gases and engineering company, Dublin, Ireland (2018-2022)Chairman and CEO, AccorHotels, a global hotel company, Paris, France (since 2013) Director, Belfer Center for Science and International Affairs, Harvard Kennedy School, Cambridge, MA (since 2017)
D’Souza
Age: 53
Birthplace:
Kenya
Independent
Garden
Age: 60
Birthplace:
United States
Independent
Goren
Age: 61
Birthplace:
Ukraine
Independent
Former CEO Cognizant Technology Solutions Corporation, a multinational IT company, Teaneck, NJ (2007-2019) Chief Investment Officer and Founding Partner, Trian Fund Management, L.P., an investment management firm, New York, NY (since 2005) Former Chief Financial Officer of American Airlines and AMR Corporation, a global airline, Forth Worth, TX (2010-2013)
Lesjak
Age: 63
Birthplace:
Canada
Independent
Mihaljevic
Age: 58
Birthplace:
Croatia
Independent
Reynolds
Age: 65
Birthplace:
United States
Independent
Former Chief Financial Officer, HP, a global technology company, and its predecessor, Hewlett-Packard, Palo Alto, CA (2007-2018) CEO & President, Cleveland Clinic, a global integrated healthcare system, Cleveland, OH (since 2018) President and CEO, PreferWest LLC, a business advisory firm, Seattle, WA (since 2009) 
(2003–2007)
CURRENT PUBLIC COMPANY BOARDSCurrent Public Company BoardsOTHER POSITIONSOther Positions●Board of Advisors, Resource Area for Teaching (RAFT)EDUCATIONEducation12 GE 2020 PROXY STATEMENTPaula Rosput Reynolds
Leslie Seidman
James Tisch
DIRECTOR SINCE:2018AGE:63BIRTHPLACE:UNITED STATESINDEPENDENTDIRECTOR SINCE:2018AGE:57BIRTHPLACE:UNITED STATESINDEPENDENTDIRECTOR SINCE:2010AGE:67BIRTHPLACE:UNITED STATESINDEPENDENTQualificationsQualificationsQualificationsPresident and CEO, PreferWest LLC, a business advisory firm (since 2009)FormerPrior Business ExperienceFinancial Accounting Standards Board (FASB), independent organization responsible for financial accounting and reporting standards, Norwalk, CT (2010–2013)of the Heart & Vascular Institute CCAD (2011-2015)
President and CEO, Loews Corp., a diversified holding company with subsidiaries involved in energy, insurance, packaging and hospitality, New York, NY (since 1998)
PRIOR BUSINESS EXPERIENCE
Musical Arts Association
CURRENT PUBLIC COMPANY BOARDSCurrent Public Company BoardsBAE SystemsBP
BPNational Grid UK (Chair)PAST PUBLIC COMPANY BOARDSPast Public Company BoardsOTHER POSITIONSOther PositionsTrustee,Chair, Seattle Cancer Care AllianceEDUCATIONEducationPRIOR BUSINESS EXPERIENCE●Board Member, FASB (2003–2013)●Financial reporting consultant (1999–2003)●Staff Member, FASB (1994–1999)●Vice President, Accounting Policy, JP Morgan (1987–1994)
●Auditor, Arthur Young (1984–1987)CURRENT PUBLIC COMPANY BOARDS●General Electric●Moody’s, provider of credit ratings, research and analytical tools (chairman, Audit Committee)
OTHER POSITIONS●Advisor, Idaciti
●Founding Director, Pace University Center for Excellence in Financial Reporting (2014–2018)●Board of Governors, Financial Industry Regulatory Authority (FINRA) (2014–2019)
●Certified Public Accountant (Inactive)EDUCATION●Colgate University●MS (Accounting), New York UniversityCURRENT PUBLIC COMPANY BOARDS●General Electric●Loews and two of its subsidiaries, CNA Financial, a property and casualty insurance company, and Diamond Offshore Drilling (chairman), an offshore drilling contractor*
OTHER POSITIONS●Co-Chairman, Mount Sinai Medical Center●Former director, Federal Reserve Bank of New York●Director, WNET (nonprofit)●Director, New York Public Library●Director, Partnership for New York City●Member, Council on Foreign Relations●Member, American Academy of Arts & SciencesEDUCATION●Cornell University●MBA, University of Pennsylvania*Directorships held in his capacity as President and CEO of Loews. See“Limits on Director Service on Other Public Boards” on page 24 for more information.
Board leadership – provides leadership to the Board in any situation where the Chairman’s role may be perceived to be in conflict, and chairs Board meetings in the absence of the Chairman ● Board agenda, schedule & information – approves the agenda (with the ability to add agenda items), schedule and information sent to directors and calls additional meetings as needed ● Leadership of independent director meetings – calls and leads independent director meetings, which are regularly scheduled (in addition to the numerous informal sessions that occur throughout the year) without any management directors or GE employees present ● Chairman-independent director liaison – regularly meets with the Chairman and serves as liaison between the Chairman and the independent directors (although every director has direct access to the Chairman) ● Shareholder communications – makes himself/herself available as the primary Board contact for direct communication with our significant shareholders ● Board governance processes – works with the Governance Committee to guide the Board’s governance processes, including the annual Board self-evaluation and the annual Chairman’s evaluation ● Board leadership structure review – oversees the Board’s periodic review and evaluation of its leadership structure ● Committee chair selection – advises the Governance Committee in choosing committee chairs 
CHAIRMAN OF THE
BOARD & CEO
elected solely by independent directors
LEAD
DIRECTOR
also serves as: Management Development & Compensation Committee Chair
The chairs of our Audit and Governance Committees are independentCONSIDERATIONS IN SELECTING CURRENT LEAD DIRECTOR 
Mr. Horton was first elected to our Board at the 2018 Annual Meeting. During his tenure on our Board, he has established strong working relationships with his fellow directors and garnered their trust and respect. Furthermore, he has demonstrated strong leadership skills, independent thinking and a deep understanding of our businesses and their industries. The Board’s decision to select Mr. Horton as lead director took into account the tenures and capabilities of each independent director, along with a potential candidate’s willingness and ability to serve as lead director, understanding that the position entails significant responsibility and time commitment. The Board considered that Mr. Horton also serves as lead independent director for Walmart. However, the fact that Walmart also has a separate board chairman mitigated concerns about Mr. Horton’s ability to dedicate sufficient time to the role as GE’s lead director. 20202022 PROXY STATEMENT 13& Public Affairs Committee (the Governance Committee) is charged with reviewing the composition of the Board and refreshing it as appropriate. With this in mind, the committeeGovernance Committee continuously reviews potential candidates and recommends nominees to the Board for approval.OverThe Board takes a thoughtful approach to its composition to maintain alignment with the past three years, the Board has undertaken significant refreshment effortscompany’s evolving corporate strategy. We believe our board composition strikes a balanced approach to better aligndirector tenure and allows the Board to the businesses on whichbenefit from a mix of newer directors who bring fresh perspectives and seasoned directors who bring continuity and a deep understanding of our complex business. Looking forward, we expecthave announced our plan to focus going forward and to bring new perspectives to the Board. As a result, of the eleven nominees proposed for election, eight are new to the Board in the lastform three years. Weindustry-leading, global, public companies. Consistent with that plan, we expect to continue to seek director candidates whose experiences support the company’s future strategy and industry focus.DIRECTOR RECRUITMENT PROCESS1 SUCCESSION PLANNING The Governance Committee prioritizes experiences and attributes to support the current and long-term needs of the company, within the context of the current Board structure, diversity, and mix of skills and experience. 2 IDENTIFICATION OF CANDIDATES The Governance Committee engages in a search process to identify qualified director candidates, which process may include the use of an independent search firm, and assesses candidates’ skills, experience and background and their alignment with the company’s portfolio and strategy. 3 INTERVIEWING CANDIDATES Qualified director candidates are typically interviewed by the Chairman and CEO, Governance Committee chair and other members of the Governance Committee, as well as other members of the Board and management, as necessary. 4 DECISION AND NOMINATION After determining that the director candidate meets the priorities established by the Governance Committee and will serve in the best interests of the company and its shareholders, the Governance Committee recommends, and the full Board approves, director candidates for appointment to the Board and election by shareholders. 5 ELECTION The shareholders consider the nominees and elect directors by majority vote to serve one-year terms. 6 ONGOING ASSESSMENT The Governance Committee continuously assesses the composition of the Board to maintain alignment with the company’s evolving corporate strategy, and in connection with the Board’s nomination of a slate of directors the Governance Committee reviews considerations including: the contributions by each director; the skills, experiences and diversity represented on the Board; and the results of previous shareholder votes. Director
Recruitment
PrioritiesDIRECTOR “MUST-HAVES” RECRUITMENT PRIORITIES GOING FORWARD ▲●Industry expertise▲●Operations expertise▲●Technology/cyberCapital allocation expertise▲●International experience▲Cognitive diversityDiversityHOW YOU CAN RECOMMEND A CANDIDATE Write to the Governance Committee, c/o Corporate Secretary, GE, at the address listed on the inside front cover of this proxy statement, and include all information that our by-laws require for director nominations. HOW WE REFRESH THE BOARD process led by its lead director.thorough evaluation at the Board and committee levels to ensure the effectiveness of the directors and their ability to work as a team in the long-term interest of the company. See“How We Evaluate the Board’s Effectiveness” on page 21.17.See the Board’s Governance Principles (see“Helpful Resources” on page 65)77) for more information on these policies.CANDIDATE RECOMMENDATIONSFrom shareholders, management, directors & search firms
GOVERNANCE COMMITTEE●Reviews qualifications & expertise, tenure, regulatory requirements & cognitive diversity●Reviews independence & potential conflicts●Discusses & together with other directors such as the Lead Director, interviews candidates●Recommends nominees to the BoardBOARD OF DIRECTORSDiscusses, analyzes independence & selects nomineesSHAREHOLDERSVote on nominees at annual meetingboardBoard with broad and diverse experience and judgment that is committed to representing the long-term interests of our shareholders. The committeeGovernance Committee considers a wide range of factors when selecting and recruiting director candidates, including:●EnsuringCreating an experienced, qualified Board with high personal integrity and character, diversity of thought and expertise in areas relevant to GE.
The committeeGovernance Committee seeks directors who possess extraordinary leadership qualities and demonstrate a practical understanding of organizations, processes, people, strategy, risk management and how to drive change and growth. Additionally, we believe directors should have experience in identifying and developing talent, given the Board’s role in human capital management and succession planning. In addition to these threshold qualities, we seek directors who bring to the Board specific types of experience relevant to GE shown onand the next page.company’s evolving corporate strategy.●Enhancing the Board’s diversity of background.
For decades, GE has been committed to building a cognitively diverse Board comprising of individuals from different backgrounds and withIn addition, theThe Governance Committee is committed to considering the candidacy of women and ethnically diverse candidates for all future vacancies on the Board. The committee reviews its effectiveness in balancing these considerations when assessing the composition of the Board.●
The committeeGovernance Committee considers regulatory requirements affecting directors, including potential competitive restrictions. It also looks at other positions the director has held or holds (including other board memberships), and the Board reviews director independence.14 GE 2020 PROXY STATEMENTBOARD SKILLS AND EXPERIENCE
Industry & Operations ExperienceWe have sought directors with management and operational experience in the industries in which we compete. For example, in the last three years we have added directors with power, aviation, insurance and technology expertise.
Finance & Accounting ExperienceGE uses a broad set of financial metrics to measure its performance, and accurate financial reporting and robust auditing are critical to our success. We have added a number of directors who qualify as audit committee financial experts, and we expect all of our directors to have an understanding of finance and financial reporting processes.
Investor ExperienceTo promote strong alignment with our investors, we have added directors who have experience overseeing investments and investment decisions. We believe that these directors can help focus management and the Board on the most critical value drivers for the company, including with respect to setting executive compensation targets and objectives.
Technology ExperienceAs a high-technology industrial company and leading innovator, we seek to add additional directors with technology backgrounds because our success depends on developing and investing in new technologies and ideas. Technology experience has become increasingly important as our products become more reliant on digital applications.
Risk Management ExperienceIn light of the Board’s role in overseeing risk management and understanding the most significant risks facing the company, including strategic, operational, financial, legal and compliance and reputational risks, we continue to require directors with experience in risk management and oversight.
Government & Regulatory ExperienceWe have added directors with experience in governmental and regulatory organizations because many of GE’s businesses are heavily regulated and are directly affected by governmental and regulatory actions.
Global ExperienceWe seek directors with global business experience because GE’s continued success depends on continuing to grow our businesses outside the United States. For example, in 2019, 59% of our revenue was attributable to activities outside the United States.DIRECTOR RECRUITMENT PROCESS.Our Governance Committee, together with the full Board, is responsible for establishing criteria, screening candidates and evaluating the qualifications of persons who may be considered for service on our Board. The Governance Committee considers all shareholder recommendations for director candidates.We evaluate them in the same manner as candidates suggested by other sources.The following describes the Board’s selection process:●Succession planning: the Governance Committee prioritizes experiences and attributes to support the current and long-term needs of the company, within the context of the current Board structure, diversity, and mix of skills and experience.●Identification of candidates: the Governance Committee engages in a search process to identify qualified director candidates, which process may include the use of an independent search firm, and assesses candidates’ skills, experience and background and their alignment with the company’s portfolio and strategy.●Interviewing candidates: qualified director candidates are typically interviewed by the Chairman and CEO, Governance Committee Chair and other members of the Governance Committee, as well as other members of the Board and management, as necessary.●Decision and nomination: after determining that the director candidate meets the priorities established by the Governance Committee and will serve in the best interests of the company and its shareholders, the Governance Committee recommends, and the full Board approves director candidates for appointment to the Board and election by shareholders.●Election: the shareholders consider the nominees and elect directors by majority vote to serve one-year terms.During 2019, the Governance Committee engaged a third-party search firm to identify qualified director candidates. In light of the broader GE transformation and board self-evaluation, the Governance Committee asked the search firm to focus on candidates with relevant industry and operations experience. Mr. Carter was recommended for the Board by a third-party search firm.65)77). Based on the Board’s recent self-evaluations, assessment of trends with peer companies, and taking into account investor feedback, we anticipate that we will continuethe Board anticipates maintaining a smaller size going forward. However, the Board may add additional directors in connection with our plan to maintain the Board’s current size, though the number of directors may fluctuate from time to time during director transitions and as we continue to assess the company’s strategic priorities.form three independent companies.
20202022 PROXY STATEMENT15MEMBERS.MEMBERS. The Board’s Governance Principles require all non-management directors to be independent. All of our director nominees (listed(shown under“Election of Directors”on page 10)6) other than Mr. Culp are independent. Former directors Messrs. Beattie and Mulva were independent throughout the period they served on our Board.● The Board’s guidelines.guidelines. For a director to be considered independent, the Board must determine that he or she does not have any material relationship with GE. The Board’s guidelines for director independence conform to the independence requirements in the New York Stock Exchange’s (NYSE) listing standards. In addition to applying these guidelines, which you can find in the Board’s Governance Principles (see“Helpful Resources”on page 65)77), the Board considers all relevant facts and circumstances when making an independence determination.● Applying the guidelines in 2019.2021. In assessing director independence for 2019,2021, the Board considered relevant transactions, relationships and arrangements, including relationships among Board members, their family members and the company, as described below.MEMBERS.MEMBERS. All members of the Audit Committee, Management Development and& Compensation Committee, (the Compensation Committee), and Governance Committee must be independent, as defined by the Board’s Governance Principles. Committee members must also meet additional committee-specific standards:● Heightened standards for Audit Committee members.Under a separate SEC independence requirement, Audit Committee members may not accept any consulting, advisory or other fees from GE or any of its subsidiaries, except compensation for Board service. ● Heightened standards for members of the Management Development & Compensation and Governance Committees.As a policy matter, the Board also applies a separate, heightened independence standard to members of the Management Development & Compensation and Governance Committees: no member of either committee may be a partner, member or principal of a law firm, accounting firm or investment banking firm that accepts consulting or advisory fees from GE or a subsidiary. In addition, in determining that Management Development & Compensation Committee members are independent, NYSE rules require the Board to consider their sources of compensation, including any consulting, advisory or other compensation paid by GE or a subsidiary. RELATIONSHIPS AND TRANSACTIONS CONSIDERED FOR DIRECTOR INDEPENDENCERelationships and Transactions Considered for Director Independence
The Board considered the following relationships and transactions in making its determination that all director nominees, other than Mr. Culp, are independent.GE TRANSACTION & 2019 MAGNITUDE2021 TRANSACTIONS CONSIDERED FOR DIRECTOR INDEPENDENCEDIRECTOR/NOMINEE ORGANIZATION RELATIONSHIP
OTHER COMPANY’S
REVENUESPURCHASES FROM
GE <1% OF OTHER
COMPANY’S REVENUES PURCHASESINDEBTEDNESSFROMTO GE
<1% OF OTHERCOMPANY’SREVENUESINDEBTEDNESSTO GE<1% OF GE’S ASSETSBazin AccorHotels Chair & CEO 
N/AN/AD’Souza✓CognizantN/AFormer CEO & DirectorN/AHorton Global Infrastructure Partners Partner Mihaljevic Cleveland Clinic CEO & President ✓ ✓ N/A Tisch Loews (and its consolidated subsidiaries)President & CEO All directors Various charitable organizations Executive, director
or trustee
<1% of the organization’s revenues20202022 PROXY STATEMENTGE believes that independent board oversight is an essential component of strong corporate performance. We also believe that the decision as to whether the positions of Chairman and CEO should be combined or separated, and whether an executive or an independent director should serve as the Chairman should be based upon the circumstances facing the company. Maintaining flexibility on this policy allows the Board to choose the leadership structure that will best serve the interests of the company and its shareholders at any particular time.WHY OUR BOARD LEADERSHIP STRUCTURE IS APPROPRIATE FOR GE AT THIS TIME.The Board continues to believe that its current leadership structure, which has a combined role of Chairman and CEO, counterbalanced by a strong independent Board led by a lead director and independent directors chairing each of the Board Committees, is in the best interests of GE and its shareholders. In the Board’s view, this structure allows Mr. Culp, as Chairman and CEO, to drive strategy and agenda setting at the Board level, while maintaining responsibility for executing on that strategy as CEO. At the same time, our lead director, Tom Horton, works with Mr. Culp to set the agenda for the Board and also exercises additional oversight on behalf of the independent directors. The Board will continue to review the appropriateness of this structure.HOW WE SELECT THE LEAD DIRECTOR.The Governance Committee considers feedback from the current lead director, our other Board members and the chairman, and then makes a recommendation to the Board’s independent directors. The independent directors elect the lead director, taking into account the recommendation of the committee. Tom Horton, former chairman and CEO of American Airlines, was elected as the lead director in September 2018. Under the Board’s Governance Principles, Mr. Horton also serves as chair of the Compensation Committee. In the event of Mr. Horton’s incapacity, the chair of the Governance Committee would serve as the lead director until the independent directors selected a new lead director.The Lead Director’s RoleThe lead director focuses on overseeing the Board’s processes and prioritizing the right matters. Specifically, the lead director has the following responsibilities (and may also perform other functions at the Board’s request), as detailed in the Board’s Governance Principles:●
How We Evaluate the Board’s Effectiveness leadership— provides leadership toevaluation process and determines whether it is appropriate for the Board in any situation where the Chairman’s role may be perceivedevaluations to be in conflict, and chairs Board meetings inconducted by the absence oflead director or an independent consultant each year. In 2021, the Chairmanevaluation process was conducted by an independent outside consultant.●Board agenda, schedule & information— approves the agenda (with the ability to add agenda items), schedule and information sent to directors and calls additional meetings as needed●1Leadership of independent director meetingsWritten Questionnaires— calls and leads independent director meetings,
Directors completed written questionnaires, which are scheduled at least three times perbenchmarked and refreshed each year (in addition tofocusing on the numerous informal sessions that occur throughout the year) without any management directors or GE employees present●Chairman-independent director liaison— regularly meets with the Chairman and serves as liaison between the Chairman and the independent directors (although every director has direct access to the Chairman)●Shareholder communications— makes himself/herself available as the primary Board contact for direct communication with our significant shareholders●Board governance processes— works with the Governance Committee to guide the Board’s governance processes, including succession planning, the annual Board self-evaluation and the annual Chairman’s evaluation●Board leadership structure review— oversees the Board’s periodic review and evaluation of its leadership structure●Committee chair selection— advises the Governance Committee in choosing committee chairs
Chairmanperformance of the Board & CEOLead Directorelected solely by Independent Directorsand each of its committees. 2
The independent outside consultant conducted one-on-one interviews with each member of the Board focused on:
The independent outside consultant reviewed the written questionnaire and interview responses with the lead director and the chairs of each committee and then met with the full Board to discuss the findings from the evaluation.4 Lead DirectorUse of Feedbackalso serves as: Compensation Committee ChairThe Board and each of its committees developed plans to take actions based on the results, as appropriate.5
The chairs2021 evaluation reaffirmed that changes implemented in recent years, such as decreasing the size of our Auditthe Board, and Governance Committees are also independentenhancing Board and committee materials, had resulted in improvements. Other changes coming out of the 2021 self-evaluation included: CONSIDERATIONS IN SELECTING CURRENT LEAD DIRECTOR
Tom HortonMr. Horton was first elected to our Board at the 2018 annual meeting. During his tenure on our Board, he has established strong working relationships with his fellow directors and garnered their trust and respect. As a relatively new director, he brings a fresh perspective to the Board. Furthermore, he has demonstrated strong leadership skills, independent thinking and a deep understanding of our businesses and their industries.The Board’s decision to select Mr. Horton as lead director took into account the tenures and capabilities of each independent director along with a potential candidate’s willingness and ability to serve as lead director, understanding that the position entails significant responsibility and time commitment. The Board considered that Mr. Horton also serves as lead independent director for Walmart. However, the fact that Walmart also has a separate board chairman mitigated concerns about Mr. Horton’s ability to dedicate sufficient time to the role as GE’s lead director.20202022 PROXY STATEMENT17Board Operations16 meetings in 2021 (including
10 special strategy reviews and
3 independent director meetings)FULL BOARD
LarryH. Lawrence Culp, Jr.MembersLead Director
Thomas Horton
Members
BazinCarter*Carter
Culp
D’SouzaGardenHortonLavizzo-MoureyGoren*
Horton
Lavizzo-
Mourey
Mihaljevic*
Reynolds
Seidman
Tisch2019 Areas of Focus
LeadDirectorTom Horton●Reviewing GE’s portfolio and future company strategy●Capital structure and liquidity, particularly reducing leverage and de-risking the balance sheet●Business performance and long-term strategy reviews●Leadership transitions, particularly for the CFO●Separation of BioPharma●Impact of Boeing 737 MAX grounding●Enterprise Risk Management●GE Capital and Insurance●Cybersecurity14 meetings in 2019(including 3 independent director meetings)* Nominated for election at the 2020 annual meeting.A TYPICAL GE BOARD MEETINGDuring 2019, the Board held 6 regularly scheduled, in-person meetings, plus 8 special meetings.Before the MeetingBoard committee chairs:prep meetings with management, auditors and outside advisorsManagement:internal prep meetings
Thursday (Day 1)Daytime:Board committee meetings and Board meetingEvening:Informal gathering with senior managers & Board working dinnerFriday (Day 2)Early morning:independent directors’ breakfast sessionLate morning:full Board meeting (including reports from each committee chair) followed by an executive sessionAfter the MeetingManagement:follow-up sessions to discuss & respond to Board requestsIndependent Director MeetingsINDEPENDENT DIRECTOR MEETINGSsession duringsessions at least 3 of the regularly scheduled in-person Board meetings. They may have other special meetings throughout the year. These executive sessions promote candor and discussion of matters in a setting that is independent of the Chairman and CEO. The lead director chairs each of these executive sessions.1
prep meetings with management, auditors and outside advisors
internal prep meetings2
Board committee meetings and Board meeting
informal gathering with management & Board working dinner3 Friday (Day 2)
independent directors’ breakfast session
full Board meeting (including reports from each committee chair) followed by an executive session4 After the Meeting
follow-up sessions to discuss & respond to Board requests
Engagement with shareholders included Thomas Horton (lead director) and other members of the Management Development & Compensation Committee
Board education sessions on ESG governance reporting and the evolving regulatory climate
Routine sessions with tax, insurance and legal teams
Provide an opportunity for the CEO and the rest of the Board to discuss company operations in real-time
Director attendance and presentations
Provide opportunity for direct employee interaction and better understanding of GE culture
The Board engaged in the recruitment, interviewing and selection of candidates
COMPOSITIONListed below areIndependence. All committee members satisfy the current membersNYSE’s and GE’s definitions of each committee.independence.Audit Governance &
Public Affairs Management Development
& Compensation 
Leslie Seidman
Carter, D’Souza, Lesjak & Reynolds
Risa Lavizzo-Mourey
Bazin, Horton, Lesjak & Tisch 
Thomas Horton
Bazin, D’Souza, Garden & Reynolds
OPERATIONSRecent Activities and Key Focus Areas
RESPONSIBILITIESprimarykey responsibilities of each committee are listed below.to the right. For more detail, see the Governance Principles and committee charters (see ““Helpful Resources”Resources” on page 65)77).AUDIT
ChairLeslie SeidmanRecent Activities and Key Focus AreasReviewing and recommending financial statement and disclosure enhancementsOversees external reporting on sustainability matters in coordination with the Governance CommitteeConducting the process to select an independent auditor for the fiscal year ending December 31, 2021, reviewing written and oral proposals and interviewing potential audit firms●Overseeing the detailed audit plan and independent audit budget●Conducting cross-functional reviews with corporate audit staff, tax, IT, controllership and legal teams●Visiting businesses as a committee, to review compliance and audit programs on site at businesses●Overseeing material litigation strategy and changes to the compliance and cybersecurity programs●Overseeing assessment of and response to a report claiming accounting improprieties in August 2019Other MembersD’Souza, Lesjak & Reynolds9 meetings in 2019GOVERNANCE & PUBLIC AFFAIRS
ChairRisa Lavizzo-MoureyKey Responsibilities and Areas of Risk Oversight●ReviewsOversees the Board’s governance processes, including all significant governance policies and proceduresany Board conflicts of interest, as applicableRecent Activities and Key Focus Areas●Reviewing the Board’s agenda for oversight of environmental, social and governance matters●Reviewing political spending and lobbying disclosure●Overseeing management of environmental remediation efforts●Identifying and recruiting new directorsOther MembersBazin, Horton, Lesjak & Tisch7 meetings in 2019 MANAGEMENT DEVELOPMENT & COMPENSATION
ChairTom HortonKey Responsibilities and Areas of Risk OversightReviewsOversees and approves goals and objectives for performance-based equity awards and evaluates performance against those goalsReviewsEvaluates and approves compensation of the CEOOverseesReviews risk assessment of compensation policies and practices to ensure that they do not encourage unnecessary risksRecent Activities and Key Focus AreasOverseeing cultural shift for GE, prioritizing values of candor, humilityOversees strategies and transparencypolicies related to human capital management, including matters such as diversity, equity and inclusion, workplace environment and culture, and talent recruitment, development, engagement and retention●Meeting with shareholders and responding to shareholder feedback on executive compensation practices, ensuring the design of compensation programs supports the talent needs of GE●Overseeing GE compensation and benefit programs with a focus on external benchmarking for executive compensation practices●Reviewed options for retirement plan changes in conjunction with deleveraging activities●Assisting with interviewing and recruiting new CFO for GE●Reviewing succession plans for critical talentOther MembersBazin, D’Souza, Garden & Reynolds8 meetings in 2019Independence.All committee members satisfy the NYSE’sFinancial acumen. The Board has determined that each of Mses. Lesjak, Reynolds and Seidman and Messrs. Carter and GE’s definitions of independence.Financial acumen.Mses. Lesjak, Reynolds and Seidman and Mr. D’Souza are “audit committee financial experts” (per SEC rules), and each of these directors are “audit committee financial experts” (per SEC rules), and each of these directors is “financially literate” (per NYSE rules).18 GE 2020 PROXY STATEMENTThe GE Board in Action: 2019 HighlightsOur Board recognizes that its oversight of our strategic priorities and responsibility to GE shareholders requires a personal and professional commitment that extends well beyond regularly scheduled Board meetings. Ongoing and meaningful engagement with the business is critical to staying informed and provides the type of insight that allows our directors to provide effective guidance to our leadership team and to engage in constructive dialogue with each other.DIRECTOR VISITS.Site visits are a valued Board activity, providing first-hand exposure to our operations as well as opportunities to interact with employees at all levels of the company. Perhaps most importantly, on-site and other engagement beyond the boardroom gives our directors an understanding of our culture, which we consider an essential component of our transformation strategy.��DirectorEducationNew Director OrientationFull orientation program for Lesjak and ReynoldsCommittee OrientationFull Audit Committee orientation in light of committee refreshmentEngagementwith theBusinessPeriodic Board CallsProvide an opportunity for the CEO and the rest of the Board to discuss company operations in real-timeAnnual Senior Leadership MeetingDirector attendance and presentationsBusiness Summits/Corporate Functional MeetingsGlobal law and policy summit, internal audit staff summitBusiness Visits and Functional Deep DivesProvide opportunity for direct employee interaction and better understanding of GE culture
EngagementwithShareholders“Say-on-Pay” EngagementEngagement with shareholders included Tom Horton (Lead Director & Compensation Committee Chair) and Ed GardenTelevised InterviewLeslie Seidman (Chair of Audit Committee), appearance on CNBC in response to accounting fraud allegations against GESuccessionPlanningNew CFO and CHRO RecruitmentThe Board engaged in the recruitment, interviewing and selection of candidates20202022 PROXY STATEMENT 19
The Board has oversight responsibility for management’s establishment and execution of corporate strategy. Elements of strategy are discussed at every regularly scheduled Board meeting, guided by the company-level priorities of continuing to strengthen our businesses, solidifying GE’s financial position, and driving long-term profitable growth. The Board also engages directly with the leaders of GE’s businesses and regularly reviews the businesses’ strategic and operational priorities, competitive environment, market challenges, economic trends and regulatory developments.Board-Driven Process for Strategic Plan to Form Three Independent Companies The Board has oversight responsibility for management’s establishment and execution of corporate strategy. Elements of strategy are discussed at every regularly scheduled Board meeting, guided by the current company-level priorities of solidifying GE’s financial position, continuing to strengthen our businesses and driving long-term profitable growth. The Board also engages directly with the leaders of GE’s businesses and regularly reviews the businesses’ strategic and operational priorities, the competitive environment, market challenges, economic trends and regulatory developments. In late 2019 and early 2020, the Board conducted a strategy review of several topics that cut across GE’s businesses, such as climate change, the prospects for greater decoupling in US/China relations, and digital product and service offerings. At meetings occurring throughout the year, the Board also assesses capital allocation plans, the company’s performance against the annual budget and potential mergers, acquisitions and dispositions for alignment with our strategic priorities.
Risk assessment and risk management are the responsibility of the company’s management, and the Board has oversight responsibility for those processes. The Audit Committee assists with the oversight of the company’s enterprise risk management framework, and the Board has also delegated specific risk oversight responsibility to committees of the Board based on the expertise of those committees. Our Governance Principles and committee charters define the risk areas for which each committee has ongoing oversight responsibility, while the Board as a whole focuses on the most significant risks facing the company. Throughout the year, the Board and the committees to which it has delegated responsibility dedicate a portion of their meetings to review and discuss specific risk topics in greater detail.The GE Board’s risk oversight builds upon management’s risk assessment and mitigation processes. Those processes include regular discussions during operational and strategic reviews with the businesses, as well as the programs, policies, processes and controls related to the company’s financial planning and analysis; controllership and financial reporting; executive development and evaluation; compliance under the company’s code of conduct (The Spirit & The Letter); integrity programs and applicable laws and regulations; environmental, health, safety compliance; information technology and cybersecurity programs; and internal audits. During 2019, we also appointed aGE’s Chief Risk Officer Chris Pereira, at the corporate level to assist with coordinatingcoordinates the company’s enterprise risk management framework and who reports periodically to the Audit Committee and the full Board on risk topics. These have included discussionsDuring 2021, reviews with the Audit Committee or Board abouthave included discussions of top enterprise risks, liquidity risk management and stress testing,processes at the GE business-level, delegations of authority for significant transactions and expenditures, and risks related to the company’s strategic planning and priorities. or reputational risk. Risks identified through our risk management processes are prioritized and, depending on the probability and severity of the risk, escalated as appropriate. Senior management discusses these risks periodically and assigns responsibility for them toregularly with the risk owners within the businesses or at the corporateCorporate level. Risk leaders within the businesses and corporate functions are responsible to presentfor presenting risk assessments and key risks to senior management and, when appropriate, to the Board or the relevant committee of the Board. For example, each GE business discusses its top enterprise risks during quarterly operating reviews, as well as risk mitigation strategies and other related considerations. In addition, GE business leaders periodically review their risk management programs and top risks with the Audit Committee, which is responsible for the oversight of GE’s overall enterprise risk management framework. Refer to the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 20192021 for a discussion of key risks that could have a material adverse effect on our business, reputation, financial position and results of operations.Environmental, SocialSustainability
GE is rising to the challenge of building a world that works, with a focus on opportunities for our technology in the future of smarter and Governance (ESG) MattersThe Boardmore efficient flight, precision healthcare that personalizes diagnoses and its committees overseetreatments and the executionenergy transition to drive decarbonization. We recognize the importance of GE’s environmental, socialthese topics to our shareholders and governance strategiesother stakeholders, and initiatives as an integrated part of their oversight ofsustainability is a driving force behind the work we do and the company’s overall strategylong-term value. More information that may be of interest to a variety of stakeholders about GE’s sustainability approach, priorities and risk management. For example, as noted above, the Board in late 2019 reviewed climate change-related opportunities and risks across GE’s businesses as part of its strategy review. The Board is actively engaged with management on related topics such as the competitive landscapeperformance, including about safety, greenhouse gas emission reductions for our businesses amidst climate-related shifts in technology, productown operations and service demand; scenario analysis of potential pathways; customer, investor and other stakeholder expectations; and thefor our products, environmental impact of GE’s own operations. In addition, the Governance Committee assists the Board in its oversight of corporate social responsibilities, significant public policy issues, protection of human rights, environmental, health & safety (EHS) matters, political contributions and lobbying activities.Human Capital Management and Succession PlanningThe Board believes that human capital management and succession planning, includingstewardship, diversity and inclusion initiatives,(as also discussed further below), supply chain and human rights and other matters, can be found in our Sustainability Report.critical toadvanced by responsibly addressing the company’s success. Our Board’s involvement in leadership developmentconcerns of other stakeholders and succession planning is ongoing throughout the year,interested parties including employees, recruits, customers, suppliers, GE communities, government officials and the public at large. We believe the integration of a sustainability lens with our daily operations, culture and company priorities is important to driving results. At the Board, provides input on important decisions in eachthese topics often span multiple functional categories and areas of these areas. Theoversight, and therefore oftentimes involve discussion at the full Board level rather than individual committees. In addition, our Governance Committee has primaryoversight responsibility for succession planning forGE’s priorities and external reporting related to sustainability matters, and our Audit Committee also plays a role in the CEO and oversight of other senior management positions. The Compensation Committee oversees the development of the process,such external reporting, including reporting on these matters in SEC filings and the Board meets regularly with high-potential executives at many levels across the company through formal presentations and informal events throughout the year. The Compensation Committee is also regularly updated on key talent indicators for the overall workforce, including recruiting and attrition, diversity and inclusion, and development programs.data quality related to this reporting.For additional reporting on sustainability and ESG matters, see our ESG webpages, our 2020 Sustainability Report and our 2021 Diversity Annual Report (see “Helpful Resources” on page 77). Our Reach 
20202022 PROXY STATEMENTGovernance PracticesOversightOur Board seeks
Key Areas Related to operate with the highest degree of effectiveness, supporting a dynamic boardroom culture of independent thought and intelligent debate on critical matters. We take a comprehensive, year-round view of corporate governance and our adoption of best practices impacts our leadership structure, Board composition and recruitment, director engagement, and accountability to shareholders. Our Board and committee evaluation process allows for annual assessment of our Board practices and the opportunity to identify areas for improvement.Strategy, Risk & Sustainability
Management Level
REVIEWS
TALENT REVIEWS
STRATEGY REVIEWSBUDGET
PROCESSSTRATEGIC
RISKOPERATIONAL
RISKFINANCIAL
RISKLEGAL &
COMPLIANCE
RISKREPUTATIONAL
RISK20202022 PROXY STATEMENT 21How We Get Feedback from InvestorsOur Investor Engagement ProgramWe conduct extensive governance reviews and investor outreach throughout the year involving our directors, senior management, investor relations, legal and human resources departments. This helps management and the Board understand and focus on the issues that matter most to our shareholders so GE can address them effectively.GE ParticipantsHow the Board Receives Direct Feedback from Major Institutional Investors●Directors●Senior management●Investor relations department●Legal department●Human resources departmentSTRATEGY AND BUSINESS MATTERS.From time to time, GE’s independent directors meet with representatives of our shareholders. This complements management’s investor outreach program and allows directors to directly solicit and receive investors’ views on GE’s strategy and performance.GOVERNANCE AND COMPENSATION MATTERS.Our lead director regularly accompanies management on its governance-focused roadshow with a number of significant investors, and other directors join these outreach discussions from time to time. In 2019, our lead director participated in discussions with a number of our largest investors to discuss the recent CEO transition and to solicit feedback on executive compensation programs, Board engagement and the Board’s role in overseeing the company’s strategy and portfolio transformation.Our InvestorEngagementProgram
Investor FeedbackCommittee Response–Investors had the most significant concerns about the following actions by the Compensation Committee:●Applying positive discretion to grant bonuses to certain Corporate executive officers, notwithstanding the failure to meet formulaic targets for the 2018 performance period; and●Providing for single-trigger change of control provisions in the employment agreements for outside executive hires.As part of its assessment of GE’s executive compensation programs, the Compensation Committee reviewed these voting results, evaluated investor feedback and considered other factors discussed in this proxy statement, including the alignment of our compensation program with the long-term interests of our shareholders and the relationship between risk-taking and the incentive compensation we provide to our named executives.After considering these factors, and based on additional feedback from our investors, the committee decided to take the following actions to increase management accountability and more closely align management’s interests with shareholders:●Committing to provide no further single-trigger change of control provisions in employment agreements for new outside hires;●Continuing to shift executive compensation away from cash-based programs and to equity;●Adopting a formal peer group for the purposes of assessing executive compensation;●Granting PSUs to a broader swath of our executive officers; and●Changing the performance metrics for the 2020 PSUs to the S&P 500 Industrial Index, which represents a more tailored group of industrial peers, compared to the S&P 500.+Notwithstanding these concerns, the vast majority of investors with whom we engaged indicated that they were supportive of the Compensation Committee’s actions overall. In particular, investors indicated that they were supportive of:●Taking action to attract and retain key talent during a period of uncertainty for the company;●Ongoing focus on tailoring incentives to the business units for the bonus program;●Ongoing efforts to align executive pay with results for shareholders through equity; and●Simplifying the performance metrics used across our compensation programs.22 GE 2020 PROXY STATEMENTRecent Investor Discussion Topics and Board ResponseGE Strategy and PortfolioCritically review the company’s strategy and portfolio, narrowing our focus to strengthen our businesses to improve top-line and bottom-line performanceDebt StrategiesTake action to reduce the company’s leverage and debt outstandingBoard CompositionContinue our ongoing Board refreshment, adding directors with relevant industry experience and skill setsExecutive CompensationSimplify our executive compensation programs to increase focus on key performance metricsAudit MattersLay the groundwork for going to bid for our independent auditor
Investor Outreach and Our 2019 Say-On-Pay VoteAt our 2019 annual meeting, 70% of shareholders expressed support for the compensation of our named executives.In advance of the 2019 annual meeting, and as part of our fall outreach after the meeting, we made significant efforts to engage with our institutional shareholders to better understand their concerns related to our executive compensation programs and to the factors impacting their say-on-pay vote. This outreach also involved two independent directors who are members of our Compensation Committee, Tom Horton (the Committee Chair) and Ed Garden. During 2019, we solicited feedback from shareholders representing 48% of our shares outstanding as of December 31, 2019, and we spoke with 25 shareholders (some on multiple occasions) representing 44% of our shares outstanding as of that date to collect their feedback on our executive compensation programs. This was in addition to the engagement by our investor relations department as well as the engagement we do with retail investors.
HOW YOU CAN COMMUNICATE WITH YOUR BOARDThe Audit Committee and the independent directors have established procedures to enable anyone who has a comment or concern about GE’s conduct — including any employee who has a concern about our accounting, internal accounting controls or auditing matters — to communicate that comment or concern directly to the lead director or to the Audit Committee. Information on how to submit these comments or concerns can be found on GE’s website (see “Helpful Resources” on page 65).GE 2020 PROXY STATEMENT 232019,2021, each of our current directors attended at least 75% of the meetings held by the Board and committees on which the member served during the period the member was on the Board or committee. Average attendance by our current directors for these meetings was 94%95% during 2019.2021.9All 11 of our 10 director nominees for 20192021 attended the 2019 annual meeting.2021 Annual Meeting.(contained in the company’s integrity policy, (The Spirit & The Letter)Letter). Under the Board’s Governance Principles, the Board does not permit any waiver of any ethics policy for any director or executive officer. The Spirit & The Letter, and any amendments to the code that we are required to disclose under SEC rules, are posted on GE’s website (see“Helpful Resources”on page 65)77).governance documents,Governance Principles, and summarized in the table below, the Board has adopted policies designed to help ensure that all of our directors have sufficient time to devote to GE matters. In 2019, the Governance Committee decided to further reduce the number of public company boards permitted for GE directors, as disclosed below.PERMITTED # OF PUBLIC COMPANY BOARDS
(INCLUDING GE)Public company
executives2* Other directors 4 PERMITTED # OF PUBLIC COMPANY AUDIT COMMITTEES COMMITTEES (INCLUDING(INCLUDING GE)Audit Committee Chair
member2Audit Committee member3 OTHER RESTRICTIONS Lead Director Absent special circumstances should not serve as lead director, chairmanchair or CEO of another public company* Service on the board of a public company for which a director serves as an executive, together with service on the board of any public company subsidiary or public affiliates as part of the director’s executive responsibilities, shall count as one board for purposes of this limit. HOW WE APPLIED TO BAZIN.Mr. Bazin is in compliance with GE’s policy on public board service although he serves on three public company boards, including GE. In assessing the time commitment for these boards, we note that Mr. Bazin serves on two of those boards in connection with his role as Chairman and CEO of AccorHotels. In addition to serving as the Chairman of Accor, he serves on the board of Huazhu Group Limited (formerly known as China Lodging Group), in which Accor owns a stake. Accor and Huazhu Group have also entered into a strategic alliance pursuant to which Huazhu Group is the master franchiser for Accor’s economy hotel business in China.HOW WE APPLIED TO TISCH.Mr. Tisch is in compliance with GE’s policy although he serves on four public company boards, including GE. Mr. Tisch is the CEO of Loews, which is a diversified holding company whose business operations are entirely conducted through its subsidiaries. The three other public company boards on which Mr. Tisch serves are all within Loews’s consolidated group of companies. Two of these subsidiaries, CNA Financial (89% owned) and Diamond Offshore Drilling (53% owned), accounted for approximately 80% of Loews’s revenues over the past three years. Mr. Tisch serves on the boards of these subsidiaries and on the holding company’s board. Since Mr. Tisch’s responsibilities as a board member of these companies are integrally related to and subsumed within his role as CEO of Loews, the Board believes that this board service does not meaningfully increase his time commitments or fiduciary duties, as would be the case with service on unaffiliated public company boards.Independent Oversight of Political SpendingThe Governance Committee, composed solely of independent directors, oversees the company’s political spending and lobbying. This includes political and campaign contributions as well as any contributions to trade associations and other tax-exempt and similar organizations that may engage in political activity. As part of its oversight role in public policy and corporate social responsibility, the committee is responsible for the following:•HOW YOU CAN FIND MORE INFORMATION ABOUT OUR GOVERNANCE PRACTICESPolicy oversight.A yearlyEach year we review of GE’s political spending policiesgovernance documents and lobbying practices.•Budget oversight.Approval of GE’s annual budgetmodify them as appropriate. These documents include the Board’s Governance Principles — which include our director qualifications and director independence guidelines — as well as Board committee charters. The web links for political activities.these materials can be found under •Reporting.Issuance of a yearly report on the company’s political spending, which is updated twice each year and made available on our ESG website (see“Helpful Resources”on page 65)77.In 2018, the Governance Committee decided to further enhance the company’s political spending disclosures by disclosing the names of all trade associations receiving more than $50,000 from the company, including the portion of the company’s payment used for lobbying or political expenditures, as well as any contributions to 501(c)(4)s, beginning with contributions made in 2018. GE’s political spending has declined in recent years, and in 2019 we did not contribute any corporate funds to political campaigns, committees or candidates for public office.2422 GE 20202022 PROXY STATEMENTHOW YOU CAN FIND MORE INFORMATION ABOUT OUR GOVERNANCE PRACTICESEach year we review GE’s governance documents and modify them as appropriate. These documents include the Board’s Governance Principles — which include our director qualifications and director independence guidelines — as well as Board committee charters. The web links for these materials can be found under“Helpful Resources” on page 65.Inaddition, the Governance Committee reviews and approves or ratifies any such related person transaction. As described in the Governance Principles, which are available on GE’s website (see“Helpful Resources” on page 65), in the course of reviewing and approving or ratifying a disclosable related person transaction, the committee considers the factors in the box below. During 2019,2021, there were no related person transactions that metmeeting the requirements for disclosure in this proxy statement.FACTORS USED IN ASSESSING RELATED PERSON TRANSACTIONS GE 2020 PROXY STATEMENT ● 25Policy oversight. TableA yearly review of ContentsGE’s political spending policies and lobbying practices.● Budget oversight. ● Reporting. Oversight of a report on the company’s political spending, which is updated twice each year and made available on our directors and nominees, named executives, current directors and executive officers as a group, and beneficial owners of more than 5% of our common stock.ESG website (see COMMON STOCK TOTAL Sébastien Bazin 0 80,258 Ashton Carter 0 0 Francisco D’Souza 151,500 269,003 Edward Garden 64,191,203 64,230,998 Thomas Horton 55,248 92,701 Risa Lavizzo-Mourey 25,000 75,307 Catherine Lesjak 0 16,315 Paula Rosput Reynolds 25,800 48,882 Leslie Seidman 6,500 66,301 James Tisch 3,540,000 3,692,898 Total 67,995,251 68,572,663 COMMON STOCK NAMED EXECUTIVES STOCK OPTIONS TOTAL Larry Culp 1,182,276 0 7,682,276 Jamie Miller 346,829 1,399,309 2,971,955 David Joyce 726,901 3,832,759 5,593,303 Kevin Cox 106,690 468,000 1,974,220 Russell Stokes 281,749 960,892 2,724,549 Total 2,644,445 6,660,960 20,946,303 CURRENT DIRECTORS & EXECUTIVES COMMON STOCK TOTAL As a group (19 people) 79,272,375 97,316,723 COMMON DIRECTORS STOCK TOTAL Stephen Angel 6,065 6,065 Sébastien Bazin 0 18,181 Ashton Carter 0 3,643 Francisco D’Souza 18,937 42,463 Edward Garden 4,016,414 4,026,113 Isabella Goren 37 37 Thomas Horton 6,906 17,246 Risa Lavizzo-Mourey 3,125 14,109 Catherine Lesjak 0 7,051 Tomislav Mihaljevic 0 0 Paula Rosput Reynolds 4,900 13,481 Leslie Seidman 1,812 14,914 James Tisch 442,500 469,188 Total 4,500,696 4,632,491 COMMON STOCK NAMED EXECUTIVES STOCK OPTIONS TOTAL H. Lawrence Culp, Jr. 1,890,661 0 2,204,516 Carolina Dybeck Happe 0 0 554,563 John Slattery 0 22,482 288,753 Russell Stokes 41,995 202,116 481,419 Kieran Murphy 25,317 171,295 486,966 Total 1,957,973 395,893 4,016,217 DIRECTORS, NOMINEES & COMMON STOCK TOTAL EXECUTIVES As a group (23 people) 7,713,950 10,261,552 5% BENEFICIAL OWNERS COMMON STOCK T. Rowe Price Associates 115,488,862 The Vanguard Group 82,214,690 BlackRock, Inc. 68,206,900 Fidelity Management & Research 63,476,985 Total 329,387,437 The Vanguard Group661,814,126Fidelity Management & Research636,593,285T. Rowe Price Associates558,575,032BlackRock, Inc.525,937,794Total2,382,920,2370.7%0.4% of our outstanding shares as a result of his affiliation with Trian (see note 1 below). and Mr. Culp, who has sole voting but not investment power over 0.2% of our outstanding shares.Vanguard,Fidelity,T. Rowe Price, Vanguard, BlackRock and BlackRockFidelity own 7.4%10.5%, 7.3%7.5%, 6.4%6.2% and 6.0%5.8%, respectively, of our total outstanding shares.T. ROWE (# OF SHARES) PRICE VANGUARD BLACKROCK FIDELITY Sole voting 49,069,480 0 59,597,738 6,178,216 power Shared voting 0 1,677,190 0 0 power Sole investment 115,488,862 77,917,990 68,206,900 63,476,985 power Shared 0 4,296,700 0 0 investment power (1) For Mr. Garden, this column refers to 4,016,414 shares owned Trian SPV (Sub) X, L.P (Trian SPV X). Trian, an institutional investment manager, serves as the management company for Trian SPV X and as such determines the investment and voting decisions of Trian SPV X with respect to the shares of the company held by Trian SPV X. None of such shares are held directly by Mr. Garden. Mr. Garden is a member of Trian Fund Management GP, LLC, which is the general partner of Trian, and therefore is in a position to determine the investment and voting decisions made by Trian on behalf of Trian SPV X. Accordingly, Mr. Garden may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act)) the shares owned by Trian SPV X. Mr. Garden disclaims beneficial ownership of our common stock as calculated under SEC rules. Exceptsuch shares for all other purposes.(2) For Mr. Tisch, this refers to 67,500 shares owned by a Tisch family trust and 375,000 shares owned by Loews Corporation, of which Mr. Tisch is the CEO, President, a director and shareholder. Mr. Tisch disclaims beneficial ownership of the shares owned by Loews Corporation except to the extent noted below, everyone includedof his pecuniary interest, if any, in the table has sole voting and investment power over the shares reported. None of the shares are pledged as security by the named person, although standard brokerage accounts may include non-negotiable provisions regarding set-offs or similar rights.(1)For the named executives, this column also includes shares that may be acquired under stock options that are currently exercisable or will become exercisable within 60 days (see the Options sub column).TOTAL.This column shows the individual’s total GE stock-based holdings, including voting securities shown in the Common Stock column (as described above), plus non-voting interests that cannot be converted into shares of GE common stock within 60 days, including, as appropriate, PSUs, RSUs, DSUs, deferred compensation accounted for as units of GE stock, and stock options. As described under“Director Compensation” on page 54, directors must hold the DSUs included in this column until one year after leaving the Board.COMMON STOCK & TOTAL.Both columns include the following shares over which the named individual has shared voting and investment power through family trusts or other accounts: Cox (106,690), Culp (1,182,276), Garden (64,191,203)(1), Horton (55,248), Reynolds (4,300), Scott Strazik (11,659) and Tisch (3,540,000)(2).CURRENT DIRECTORS & EXECUTIVES.These columns show ownership by our current directors and executive officers. This row includes: (1) 8,142,980 shares that may be acquired under stock options that are or will become exercisable within 60 days, (2) 171,798 RSUs that vest within 60 days, and (3) 69,101,376 shares over which there is shared voting and investment power. Current directors and executive officers as a group own approximately 0.9% of GE’s total outstanding shares, including those shares owned by the Trian Entities (as defined below).shares.5% BENEFICIAL OWNERS.This column shows shares beneficially owned by The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355; FMR LLC (Fidelity), 245 Summer Street, Boston, MA 02210; T. Rowe Price Associates, 100 East Pratt Street, Baltimore, MD 21202; and BlackRock, 55 East 52nd Street, New York, NY 10055 as follows:(# OF SHARES) VANGUARD FIDELITY T. ROWE PRICE BLACKROCK Sole voting power 12,825,871 45,850,529 209,564,923 455,254,946 Shared voting power 2,375,517 0 0 0 Sole investment power 647,269,523 636,593,285 558,575,032 525,937,794 Shared investment power 14,544,603 0 0 0 The foregoing information is based solely on a Schedule 13G/A filed by Vanguard with the SEC on February 12, 2020, a Schedule 13G filed by Fidelity with the SEC on February 7, 2020, a Schedule 13G filed by T. Rowe Price with the SEC on February 14, 2020, and a Schedule 13G/A filed by BlackRock, Inc. with the SEC on February 5, 2020, as applicable.(1)For Mr. Garden, this column refers to 64,191,203 shares owned by the Trian Entities (as defined below). Trian, an institutional investment manager, serves as the management company for Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Investment Fund II, L.P., Trian Partners Strategic Investment Fund-A, L.P., Trian Partners Strategic Investment Fund-N, L.P., Trian Partners Strategic Investment Fund-D, L.P., Trian Partners Strategic Fund-G II, L.P., Trian Partners Strategic Fund G-III, L.P., Trian Partners Co-Investment Opportunities Fund, Ltd., Trian SPV (Sub) X, L.P., Trian Partners Strategic Fund-K, L.P. and Trian Partners Strategic Fund-C, Ltd. (collectively, the Trian Entities) and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the company held by them. None of such shares are held directly by Mr. Garden. Of such shares, 32,059,887 shares are currently held in the ordinary course of business with other investment securities owned by the Trian Entities in co-mingled margin accounts with a prime broker, which prime broker may, from time to time, extend margin credit to certain Trian Entities, subject to applicable federal margin regulations, stock exchange rules and credit policies. Mr. Garden is a member of Trian Fund Management GP, LLC, which is the general partner of Trian, and therefore is in a position to determine the investment and voting decisions made by Trian on behalf of the Trian Entities. Accordingly, Mr. Garden may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Exchange Act) the shares owned by the Trian Entities. Mr. Garden disclaims beneficial ownership of such shares for all other purposes.(2)For Mr. Tisch, this refers to 540,000 shares owned by a Tisch family trust and 3,000,000 shares owned by Loews Corporation, of which Mr. Tisch is the CEO, President, a director and shareholder. Mr. Tisch disclaims beneficial ownership of the shares owned by Loews Corporation except to the extent of his pecuniary interest, if those shares.26 GE 2020 on her behalf by her investment manager in a managed account without her knowledge or approval.
EnvironmentTo Our Shareholders,Social (E&S)provided feedback to us over the course of the last year. In 2021 the company met with shareholders representing nearly 80% of institutional share ownership. Members of the committee actively participated in and led meetings with over 60% of institutional shareholders.How We WorkGE delivers innovative solutions and serviceswere pleased to provide essential infrastructure forhear many shareholders favorably acknowledge enhancements we have made to GE’s compensation program during the world. We workpast few years, including shifting the mix of long-term incentives from cash to equity, increasing external alignment with the highest integrity,use of a compliance culturecompensation peer group and respect for human rights while also reducing the impactcontinuing to refine our compensation metrics to help drive company priorities. Shareholders did not signal concerns with any fundamental aspects of our technology and environmental footprint. Our advanced technology improves lives and offerscompensation program design. Based on our customers world class, efficient solutionsextensive engagement, the concerns underlying last year’s say-on-pay vote centered on two main areas.power communities, improve the healthcare ecosystem, and transport people across the globe.E&S FrameworkGovernanceAs noted above, the Board and its committees oversee the execution of GE’s environmental, social and governance strategies and initiativesour CEO Larry Culp in August 2020, as an integrated part of their oversight of the company’s overall strategyagreement to extend his leadership by two years through at least August 2024. Shareholders have been overwhelmingly supportive of Larry and risk management, including as it relatesthe action in 2020 to climate change-related risksextend the term of his employment. But there was shareholder concern around the timing, size and opportunities. For additional detail, see“Key Areasstructure of Board Oversight—Environmental, Social and Governance (ESG) Matters” on page 20. In addition, the Governance Committee assists the Board in its oversight of corporate social responsibilities, significant public policy issues, protection of human rights, environmental, health and safety matters, political contributions and philanthropic efforts.ClimateWe believe that GE is uniquely positioned to contribute to efforts to reduce greenhouse gas emissions. As the company that has led the way in innovation for over a century, GE can deliver technology for the world to meet the emissions reduction targets called for by the 2015 Paris Agreement and achieve the long-term goal of sustainable development. With a global installed base of more than 64,000 aircraft engines, more than 7,000 gas turbines, more than 40,000 onshore wind turbines and more than 4 million healthcare systems, GE products and services improve lives, protect the environment, and give our customers world class and efficient solutions. We recognize the heightened concern about the emission of greenhouse gases and will continue to invest in research and development to reduce the carbon footprint of our equipment. We have also led by example in our own operations—reducing our greenhouse emissions by 23% and water use by 18% between 2011 and 2018—2020 retention grant made as part of our longstanding commitment to environmental stewardship, human rights,the extension.culturerange of integrityalternatives, the committee and compliance. Larry have agreed to reduce his annual equity incentive grant for 2022 from $15 million as was provided in his employment agreement to $5 million, representing a 67% reduction of annual equity. This action reflects our desire to continue incentivizing Larry to lead GE’s transformation and improve the company’s financial performance alongside the rest of the senior leadership team, his demonstrated strong performance as CEO and our Board’s support for his leadership. It also reflects our desire to recognize and meaningfully respond to our shareholders.currently articulating our next setgrateful to those of greenhouse gas reduction goalsyou who provided feedback that informed these actions, and expectwe hope to announce them laterhave your support on this year.year’s say-on-pay vote. We thank you for your support of GE.Our innovative solutions help our customers achieve their carbon reduction goals:Management Development & Compensation Committee 
THOMAS
HORTONSÉBASTIEN
BAZINFRANCISCO
D’SOUZAEDWARD
GARDENPAULA ROSPUT
REYNOLDS(Chair) 
GE9X Engine The GE9X jet engine will power Boeing’s long-range 777X and will be the largest aircraft engine ever produced. It is designed to deliver a 10% more efficient fuel burn and 45% less smog-causing emissions than the GE90–115B engine it replaces.
ENGAGEMENT
HA Gas TurbineGE’s HA Gas Turbine technology has earned world records for combined-cycle power plant efficiency. In 2019, GE secured its 100th HA turbine order and launched the latest evolution of the technology, the 7HA.03, which is currently the world’s largest and most efficient gas turbine.
Haliade-X Offshore Wind TurbineThe Haliade-X 12-megawatt turbine will be capable of powering 16,000 European households, producing 67 gigawatt-hours per year, based on wind conditions of a typical German North Sea site. That represents more energy than any other offshore wind turbine available today.Environment, Health & Safety (EHS)At GE,What we are committedheardWhat we have done to protectingrespondpeople,CEO and extending his leadership, but the environment,primary area of concern underlying the low say-on-pay vote was about the timing, size and structure of the 2020 retention grant made as part of the extension. Shareholders expressed a range of views about actions that might be appropriate in response, and we heard from shareholders who:communitiesstrong retention that it provides;which we work. We hold ourselvesthe 2020 grant; and
same high expectationsamount previously provided in the CEO’s employment agreement.Some shareholders did not support the way discretion was used to increase bonus funding compared to a more formulaic approach. These shareholders expressed a desire to see better alignment between future bonus payments and standards everywhere we work,GE’s performance, with any future use of discretion well-explained in disclosure.Our annual bonuses for 2021 were formulaic and we assessbased only on the EHS impacts of our businesses globally at all stages of operations. At GE, operations are accountable for EHS, with active participation from senior leadership. This engagement is aimed at ensuring compliance with GE’s high standards and EHS laws, as well as finding ways to continuously improve how we manage and reduce our risks and environmental footprint across all our sites, services operations, and projects globally. GE is committed to managing the emerging EHS risks from new products and operations by developing and maintaining strong, progressive EHS programs and review practices.KEY INDICATORSINJURY & ILLNESSINCIDENT RATE(a)(b)REPORTABLEENVIRONMENTAL EVENTS(b)(c)
(a)Based on 100 employees working 200,000 hours annually.(b)Baker Hughes results reflected in 2017 and 2018, but not 2019.(c)Reportable environmental events include spills/release, air exceedance, and wastewater exceedance events.GE 2020 PROXY STATEMENT 27Compliance & IntegrityEffective compliance depends on culture and leadership. We view our reputation for integrity and compliance as a competitive and recruiting advantage, and we expect our leaders from the top down to create a culture of compliance. We are committed to an open reporting environment in which employees are encouraged to promptly raise concerns without fear of retaliation. Our Code of Conduct policy,The Spirit & The Letter, details the expectations of everyone who works for or represents GE, in specific areas such as improper payments, working with governments, competition law, international trade compliance, cybersecurity and privacy and fair employment practices.Open reporting is the cornerstone of GE’s commitment to integrity. As a result, we rely on all of our employees to raise issues when they see something that they believe may violate a law or GE policy. We believe our employees are our first and best line of defense.Compliance policy highlights:●GE promotes an open environment, in which employees are encouraged to raise integrity concerns through a variety of channels and are comfortable doing so without fear of retaliation. GE manages reported concerns through its Global Open Reporting & Ombuds Program.●All employees are expected to promptly submit concerns regarding potential violations of law, regulation, or GE policy through one of the available Open Reporting Channels.●Employees do not need to be certain that a violation has occurred, but rather should raise a concern when they have a good faith belief that something improper, a violation of law or policy, has occurred.●Retaliation for raising a concern, or participating in an integrity investigation, is strictly prohibited.Human Capital ManagementHuman capital management and succession planning, including diversity and inclusion initiatives, are key to GE’s success. We need great ideas, innovation and leadership to stay current and relevant. GE is an equal opportunity employer, and we are committed to making employment decisions without regard to race, color, religion, national or ethnic origin, sex, sexual orientation, gender identity or expression, age, disability, protected veteran status or other characteristics protected by law. We seek to retain our employees through competitive compensation, benefits and challenging work experiences with increasing levels of responsibility.In June 2018, we announced our plan to make our businesses the center of our operations and reduce corporate headquarters to focus on strategy and execution, capital allocation, talent development and governance. As part of that transition, we are seeking to find the right balance of skills and talent both inside the company and sourced from outside.Attracting and retaining key talent is a high prioritypredetermined performance metrics for our Board. These efforts include assessing the allocation of talent across the company, better accountability,businesses. We did not apply discretion in determining bonus pool funding or individual bonuses for named executives. We will use discretion sparingly in determining bonus pools, and better alignment of compensation. This period of transition presents challenges, but we believe these changes will empower our people, reduce complexity and increase employee satisfaction.Human Rights & Supply ChainGEif discretion is proud to be a leader in respecting human rights across our operations—from our supply chain to our products. We were among the first global brands to publish a Statement of Principles on Human Rights. We have long collaborated with peers, partners, governments and civil society in search of practical ways to address some of the world’s most complex human rights challenges. GE has been an active member of the UN Global Compact, the world’s leading corporate sustainability initiative, for over a decade. We co-founded the Global Business Initiative on Human Rights, a forum for multinationals to discuss human rights challenges and leverage best practices. We are also active participantswarranted in the Leadership Group for Responsible Recruitment, a multi-stakeholder initiativefuture will be accompanied by enhanced disclosure to tackle unethical recruitment of vulnerable workers, one ofexplain the leading causes of modern slavery.GE’S PARTNERSHIP WITH THE GLOBAL BUSINESS INITIATIVEAs a founding member of the Global Business Initiative on Human Rights (GBI), GE is committed, along with other member multinational corporations, to embed respect for human rights into our business operations. Peer learning and benchmarking enables GE to determine the right strategy and process to address human rights risk on our business areas. By connecting with industry leaders and engaging with this business-led group, GE gains insights into emerging trends and issues and examines challenges and potential solutions that other members have experienced.Suppliers are critical partners in GE’s value chain. As a global company, our supply chain extends to countries where environmental, health, safety, labor, and human rights laws have certain weaknesses. GE’s Supplier Integrity Guide governs our expectations of all suppliers and includes specific prohibitions against forced, prison or indentured labor and against subjecting workers to any form of compulsion, coercion or human trafficking. The Supplier Integrity Guide is reinforced by our industry-leading global supply chain audit program under which we audit suppliers in high risk countries before approval for onboarding and periodically thereafter. Since 2005, GE has conducted more than 31,000 supplier assessments spanning 100 countries. Wherever possible, we work with suppliers to improve their practices and build their capacity in the interests of workers and communities.Philanthropy – GE FoundationThe GE Foundation, the philanthropic organization of GE, is committed to transforming our communities and shaping the diverse workforce of tomorrow by leveraging the power of GE. We are developing skills by bringing innovative learning in community health globally and science, technology, engineering and mathematics (STEM) education, scaling what works, and building sustainable solutions.FOCUS AREAS●Community health:The GE Foundation is committed to increasing access to quality healthcare in underserved communities around the world. For example, the GE Foundation has committed $14 million to the University of New Mexico, which has enabled them to expand Project ECHO (Extension for Community Healthcare Outcomes) to 38 countries, ensuring access to high-quality care in medically underserved areas.28 GE 2020rationale.●STEM education:The GE Foundation is driving STEM education to prepare students for the jobs of the future. For example, our mobile STEM labs brought hands-on lessons in digital fabrication to more than 3,000 middle and high school students in Greater Boston during the 2018-2019 school year.●Matching Gifts:The GE Foundation created the concept of a corporate matching gift program in 1954 to empower employees in their personal philanthropy and charitable giving. The program supports employee giving by providing a 1:1 match, up to $5,000 annually. In 2019, contributions and matching gifts totaled more than $35 million.●Scholarships:The GE Foundation has been providing competitive awards since 1984 to children of eligible GE employees around the world. Since then, more than 14,500 awards have been given worldwide for a total of more than $19 million. In 2019, the GE Foundation awarded 152 scholarships in recognition of students’ academic record, extracurricular activities and community service.
GE 2020 PROXY STATEMENT 29Table of ContentsCompensation Program Structural ImprovementDear GE Shareholders,Choosing the right leadership for GE is the Board’s most important responsibility, and as the Management Development and Compensation Committee, we are committed to ensuring that GE’s leadership team has the right talent, with compensation programs alignedfocus leadership on key areas that drive the business forward and align to the interests of our shareholders. The committee considers many factors when evolving our compensation programs, including alignment with the company’s strategy, market practice and pay aligned to performancetrends, and shareholder feedback, including the creationresults of long-term shareholder value.say-on-pay votes. We have taken a numbernumerous actions over the past several years to enhance our programs, strengthen the links between pay and performance and incentivize management to deliver for shareholders, including the following:● actions this yearannual incentive at GE businesses to reflect our focus on shareholder engagement, pay-for-performance and human capital.SHAREHOLDER ENGAGEMENT AND FEEDBACK.business-level performance goalsOur 2019 say-on-pay vote at last year’s, rather than total company performance goals … simpler annual meeting received 70.4% approval. We were not satisfiedbonus plan focused on earnings and cash generation● this outcomepeers and viewed it as an opportunity for improvement. During 2019, members of this committee and senior members of GE management expanded our direct outreach to shareholders, speaking with investors representing nearly half of our shares outstanding. The feedback we received has shaped our ongoing approach to compensation practices, as a result of which we:●Will omit single-trigger change of control provisions from all future employment agreements for outside hires, including those who were hired in 2019 and 2020.●Adopted a new peer group for benchmarking purposes.●Refined our peer group for our PSU awards. Beginning in 2020, we will begin measuring GE’s relative performance against the S&P 500 Industrial index, rather than the broader S&P 500 index, which we believe is more reflective of our company, our peers and how our investors measure our performance.As we continue to review and refresh our compensation programs, we remain committed to gathering and incorporating shareholder feedback throughout the process.INCENTIVIZING KEY PERFORMANCE MEASURES AND DELIVERING RESULTS.company performance goals At the beginning of 2019, we set rigorous incentive goals for our executive team to focus them… in 2020, adopted more tailored relative TSR metric based on the most critical areas of performance. Our annual bonuses for 2019 incentivized executives to improveS&P Industrial Index rather than S&P 500 … in 2021, added GE-specific metrics based on earnings and free cash flow Corporate level earnings per share (EPS)performance, in response to shareholder feedbackat the business level, earnings. Our long-term equityaligned with growing investor interest in incorporating ESG metrics in compensation program design● plans, which are predominantly tied to multi-year performance objectives, incentivize results that will positively impact the GE stock price, including our plans to decrease leverage and improve operating performance. The majority of our named executives’ pay is in the form of equity, aligning their interests with investors and incentivizing long-term shareholder value creation.Our executives’ compensation is tied to our investor outlook, and our 2019 results reflect the strength of these programs in producing outcomes. Free cash flow and adjusted earnings per share for the year both significantly exceeded our outlook for the year and the metrics under the Corporate bonus program. Though these results reflect significant progress, we still have substantial work to do.Our 2018 and 2019 long-term incentive awards, including the PSU grant made to Larry Culp upon his appointment as CEO, remain outstanding. While 2019 was a year of significant progress, during which our stock price was up more than 50% for the year, final PSU payouts will depend upon our stock performance over a multi-year period, focusing our executives on sustained growth.SELECTING A RELEVANT PEER GROUP. plan metricDuring 2019, we worked with our new management team, to update our talent and compensation philosophy. As part of this effort, we have focused more rigorously on external benchmarking of compensation against a defined set of peers, and we developed and benchmarked against a new peer group, reflecting the sectors we are in, our increaseddrive continued focus on a few key industries, and the size and complexitypriority of our organization.increasing profitability as we prepare to form three independent companiesBROADENING OUR PERFORMANCE EQUITY PROGRAM.weighting of annual incentive plan metrics to be more tailored by business We continued to shift the focus of our executive compensation programs away from… allows greater alignment for each business with specific financial priorities (e.g., variability in weighting for top-line growth vs. profitability vs. cash and toward performance-based equity. In 2018, we began awarding long-term incentives entirely in equity to our top executives. In 2019, we realigned compensation more toward performance-based equity for a broader base of executives than in previous years. The broadening of our equity participation aligns the outcomes for a larger group of executives with that of shareholders. In addition, and perhaps more importantly, putting more of the incentive into equity is consistent with our strategy to restore GE to long-term sustainable performance and profitability.flow)30 GE 2020 PROXY STATEMENTRECRUITING AND RETAINING TALENT.Attracting and retaining top talent during a period of significant change was a key priority for us in 2019. As noted last year, to speed the execution of our strategic plan, during 2018 we recruited Larry Culp as GE’s first external CEO in our long history. As a committee, we worked closely with Larry during the year as he sought to build out a new leadership team, including efforts to recruit a new CFO and CHRO from outside the company. Our new CFO, Carolina Dybeck Happe, joined the company in early March 2020. As a committee, we took a hands-on approach to the search, participating in candidate interviews and efforts to recruit Ms. Dybeck Happe, a proven global CFO with a superior track record of delivering results. Attracting top talent remains a key priority for us aswe seek to achieve the right mix of executives with fresh and objective outside perspectives while retaining other talented leaders who know the company well, to ensure that GE is best positioned for growth going forward.MANAGEMENT DEVELOPMENT AND COMPENSATION COMMITTEEThomas Horton (Chairman)Sébastien BazinFrancisco D’SouzaEdward GardenPaula Rosput ReynoldsOverview of Our Executive Compensation ProgramAlthough the executive compensation discussion in this proxy statement focuses on the compensation decisions for our named executives—Larry Culp (Chairman & CEO), Jamie Miller (Former SVP, CFO), Kevin Cox (SVP, Chief Human Resources Officer), David Joyce (Vice Chairman, GE & CEO, Aviation), and Russell Stokes (SVP, GE & CEO, Power Portfolio) — our executive compensation programs applybroadly across GE’s employee ranks. For 2019, approximately 3,100 executives received equity incentives and participated in our annual cash bonus plan for executives. We strive to pay fair and competitive wages to all of our employees, considering the specific job markets in which they work and peer compensation.This sectionThe table below describes the key elementsfactors the Management Development & Compensation Committee considers when designing pay programs and making compensation decisions.Align MetricsOBJECTIVEHOW OUR COMPENSATION PROGRAM SUPPORTS THIS PHILOSOPHY Drive
Accountability
and
PerformanceStrategyOur executive compensation programs seek to focus our leadership team on those key metrics that are critical driversdrive accountability for executing our strategy.our strategy and achieving long-term sustainable growth. We foster a strong pay-for-performance culture by setting metrics in our incentive compensation plans that reflect our business plan, the operating framework for achieving it and the goals we communicate to investors. overall company performance.but reasonably achievable and are aligned with our strategy, which reflects our longer-term financial outlook. to the goals we communicate to investors.payouts.payout levels.Incentivize
Short- andand Long-Term
PerformanceThe committee strives to provideelements, including finding a balance between current and long-term compensation and between cash and equity incentive compensation. elements.primarily are aligned with and reward achievement of short-term performance,goals while equity awards encourage our named executives to deliver sustained strong results over multi-year performance periods, thereby encouraging strong performance, supporting our talent retention objectives and fostering alignment with investors. periods.believes that most of our named executives’ compensation should be contingent oncontinues to increase the company’s long-term stock price performance. Consistent with this belief, the committee expects to deliver a greater percentageportion of our executive compensation delivered in the form of long-term equity incentive compensation, rather than cash, going forward.to further align our executives with investors’ interests.Balance BetweenAttract andOverall CompanyRetain Top
TalentBusinessUnit ResultsThe committee believes that our namedretain talented executives as key memberswith a strong track record of the company’ssuccess, assuring a high performing and stable leadership team share the responsibility to support GE’s overall goalslead our businesses.performance. Thisalign compensation philosophy is most clearly reflected in our annual equity incentive grants, which tie our executives’ pay to overall company performance. The committee believes that there should also be clear accountability for the performance of each executive’s business. Since 2018, the committee has tied the annual cash bonus program for each top-tier business, as well as for each business’s leader, to the individual business’s results. Equity awards continue to incentivize our leaders to enhance GE’s overall performance, regardless of whether they are at Corporate or in one of the businesses.programs with market where relevant.Apply JudgmentNo ExcessiveWhere AppropriateRisk TakingOur compensation programs primarily focus on payouts that are tied to specific quantitative performance objectives. However, the committee retains the authority to exercise discretion, whether positive or negative, over our compensation programs. In some instances, the committee may make adjustments to reflect factors that are beyond the business’s control, as it did when exercising a positive adjustment to the Aviation business’s bonus pool for 2019, the metrics for which were adversely impacted by the grounding of the 737 MAX. In other instances, the committee may exercise negative discretion, as it did with the bonus pools for Corporate and Power Portfolio in 2019.Protect AgainstRisks compensation programs are balanced and focused on the long term so that our named executives can achieve appropriate compensation through consistent superior performance over sustained periods of time. In addition, our equity awards have specific holding and retention requirements for senior executives, which discourage excessive risk taking by ensuring that pay remains subject tokeeping long-term compensation aligned with our share price performance even after it is earned.Compensation Committeecommittee retains discretion to adjust compensation pursuant to our clawback policy as well as for quality of performance and lack of adherence to company values. See“Clawbacksvalues, and Other Remedies for Potential Misconduct” on page 52 for more information.in cases of detrimental misconduct pursuant to our clawback policy.GE 2020 PROXY STATEMENT 31Primary2021 Compensation Elements for 2019Program Componentselementscomponents of our executive compensation programs.program framework.2019 COMPENSATION FRAMEWORK: PRIMARY ELEMENTSFixed Performance-Based / At-Risk Short-Term Incentive Long-Term Equity-Based Incentive (generally 3-year vesting) Component SALARY BONUS PSUs OPTIONS RSUs What is incentivizedLink to Shareholder ValueAttractProvide base pay level aligned with roles, responsibilities and individual performance to attract and retain top talentOutperform peersIncreaseBalance against excessive risk takingPerformanceperiodReward stock price performance over timeOngoingAnnual3-year performance periodGenerally 3-year vesting periodPerformancemeasures●EPS and Free Cash Flow (Corporate)●Earnings and Free Cash Flow (business levels)●Individual performanceGE TSR v. S&P 500*Stock price appreciationCEO targetpay mix
Average otherNEO target pay mix
CEO 2021 TARGET COMPENSATION AVERAGE 2021 TARGET COMPENSATION FOR OTHER NEOs 
*Except PSUs grantedVice Chairman and CEO, Aviation, David Joyce in 2019, 60% of which are tied to Aviation business goals.DETERMINING OUR PEER GROUP.In 2019, our Compensation Committee adopted athe peer group for 2021. for compensation benchmarking purposes. Historically, the committee considered compensation at Dow 30 and Fortune 250 companies in setting compensation, but did not have a formal peer group. The committee anticipates reviewing this peer group on an annual basis and making changes as needed to align to the company’s strategy and the committee’s established criteria for inclusion in the peer group.In determining the peer group, the Compensation Committee considered the following factors:Industry – companies operating in similar or comparable industry spaces and with comparable operational scope Size – companies that are comparable to GE in terms of revenues, market capitalization and number of employees (GE was in the top quartile in terms of revenues and third quartile in terms of market capitalization as of the reference date when the peer group was determined)InvestmentInvestment Peers – U.S. public companies whose performance wasis monitored regularly by the same market analysts who monitor GE
Abbott Laboratories
Boeing
Caterpillar
Chevron
Cisco
Deere
DuPont
Exxon Mobil
Ford
General Dynamics
General MotorsDeere
HP
IBM
Intel
Johnson Controls
Johnson & Johnson
Lockheed MartinAbbott LaboratoriesDowDuPontHP
MedtronicBoeingExxon MobilIBM
Northrup GrummanCaterpillarFordIntel
Raytheon Technologies
United Parcel ServiceChevronGeneral DynamicsJohnson ControlsUnited TechnologiesCiscoGeneral MotorsJohnson & JohnsonHOW WE USE THE PEER GROUP.The Compensation Committee uses the peer group to assess the pay level of our executives, pay mix, compensation program design and pay practices. The group is also used as a reference point when assessing individual pay, though pay decisions are also impacted by internal equity, retention considerations, succession planning and internal GE dynamics.32 GE 2020 PROXY STATEMENT20192021 annual bonus program.program and 2019 PSUs. See“Compensation Actions for 2019”2021” on page 3533 for amounts paid to thedetails about 2021 compensation for each of our named executives as well as how we assessed their individual performance.executives.2019 Annual BonusesAwards grantedThe targets for awards under the AEIP are designed to drive company and business unit performance, (for the relevant business unit executives).based on financial and operational priorities. When determining the actual annual incentive award payable to each executive officer, the Compensation Committee firstcommittee considers the actual performance achieved relative to these pre-established targets that were approved by the committee at the beginning of the performance period to determine the AEIP pool funding. Thefunding for Corporate and each relevant GE business. While the committee has the authorityability under the AEIP to apply discretion based onat the qualitybusiness and individual levels when appropriate, we have engaged with shareholders and have heard the concerns some of them have expressed about the results and adjustuse of this discretion for bonuses in 2020. In the AEIP pool payout level, if warranted. Individual awards are further modified up or down based on performance against individual objectives.2021 bonuses for named executives, as described below, no discretion was used.Since 2018, payoutThe committee sets the performance goals for the Corporate and business unit bonus pools. For 2021, financial metrics for the annual bonus program have been determined for our Corporate named executives based upon two metrics—adjusted earnings per share andwere free cash flow—flow, organic margin expansion and payoutorganic revenue growth. The committee selected these metrics, and weighted them to incentivize strong performance across key drivers of long-term value creation, and these metrics also reflect how the businesses are managed internally. In addition, to further align the AEIP with GE’s overarching operational priority of safety, the committee for the first time in 2021 applied a performance modifier to increase or decrease awards by up to 10% based on achievement of defined safety metrics. The safety performance modifier was determined based on an assessment for each business unit have based primarily on twoof the following safety metrics that were tailoredbusiness unit—generally free cash flowbeginning of the performance year: injury and earnings.illness rates; serious incidents; fatalities; and overall safety culture and progress since the prior year. For our Corporate named executives,2021, the bonus pool performance metrics for 2019 continued to be based upon company-wide results. For 2020, we expect that half of the bonus pool will be determined basedresults for our Corporate named executives, and upon free cash flow, while the other half will be determined (at Corporate andbusiness unit results for each business) based upon organic margin expansion and organic revenue growth, rather than earnings or earnings per share, as these metrics are more reflective of how the businesses are managed.salary (Mr. Cox’s annual bonus target is set at 200% of salary, per his employment agreement). At the beginning of the year, the Compensation Committee sets the performance goals for each bonus pool. Separate bonus pools are set up for employees at Corporate (using company-wide metrics) and each of the businesses (using metrics specific to that business). The committee may set additional metrics or criteria for individuals at different levels of seniority.salary. January or February following the performance period, the Compensation Committeecommittee assesses performance against the financial metrics for the prior year to determine the payout level for each business’s bonus pool, includingpool. The CEO also leads an assessment of each named executive’s performance against relevant business and personal priorities, and makes recommendations to the committee related to compensation for each executive. In doing so, he receives input and data from our Chief Human Resources Officer. The Chief Human Resources Officer also provides input and information as to the CEO’s compensation directly to the committee for their consideration. The CEO has no role in the committee’s determination of his bonus. These assessments inform the committee’s compensation decisions for named executives each year, and provide a basis for the committee to consider whether positivefactors such as the quality of financial or negative discretionoperating results or the impact of extraordinary or usual events should be applied. Onceconsidered in those compensation decisions. For 2021, the committee sought to eliminate all use of discretion, and individual performance factors were not considered for bonus pool is determined, payments are made at the individual level, with adjustments made as warranted by managers within the businesses based upon the eligible individual’s performance. For the CEO and his direct reports, this assessment is done by the Compensation Committee.determinations of our named executives.NAMED EXECUTIVE OFFICER BONUS DETERMINATIONS BASE SALARY 
TARGET AWARD PERCENTAGE COMPANY/
BUSINESS
PERFORMANCESAFETY
MODIFIER (+/-10%)company, Aviation and Power Portfolio businessesbusiness units performed relative to the targets under the AEIP for the 20192021 performance period.(in $ millions, other thanper share amounts)AEIP POOLPERFORMANCE METRICSTHRESHOLD(50%)TARGET(100%)MAXIMUM(150%)WEIGHTRESULTBONUS POOLPAYOUTGE Corporate(Culp, Miller,and Cox)Adjusted Earnings Per Share*†
50%Maximum130% (Adjusted downward from 150%)
Payout at 130% for CEO & his direct reportsFree Cash Flow*
50%MaximumAviation(Joyce)Earnings
50%BelowTarget118% (Adjusted upward from 79%)Adjustment to above target due to strong performance, despite 737 MAX impactFree Cash Flow*
50%BelowTargetPower Portfolio(Stokes)Earnings
50%AboveTarget135% (Adjusted downward from 140%)Strong performance, but adjusted downward to reflect benefits from one-time itemsFree Cash Flow*
50%Maximum*Non-GAAP financial measures. For information on how these metrics are calculated, see“Explanation of Non-GAAP Financial Measures and Performance Metrics” on page 53.**The company does not report earnings or free cash flow metrics at the sub-segment level for Power Portfolio. Target performance levels were challenging, but achievable with good performance, and maximum performance levels represented stretch performance.†Represents final metrics that were adjusted to reflect the deconsolidation of Baker Hughes Company on September 16, 2019, after GE sold its controlling interest in the company. Prior to adjustment, the threshold, target and maximum values for the Corporate Adjusted Earnings Per Share pool were $0.45, $0.55 and $0.65, respectively. See“Modifications to Performance Metrics” on the next page.GE 2020 PROXY STATEMENT 33Table As noted above, in our engagement with shareholders we have heard some concerns about the use of Contentsdiscretion for bonuses in 2020. As part of our response to that feedback, the bonuses awarded to our named executive officers for 2021 are based solely on the relevant performance metrics with no use of discretion.MODIFICATIONS TO PERFORMANCE METRICS.The Compensation Committee maintains authority to adjust performance metrics under the bonus program. The only adjustment to the metrics for the bonus program during 2019 were made to the metrics for the Corporate Adjusted Earnings Per Share pool, which were originally set at $0.45, $0.55 and $0.65 per share for threshold, target and maximum, respectively. Following the sale of GE’s controlling interest in Baker Hughes Company on September 16, 2019, and the deconsolidation of Baker Hughes from GE’s results, each of these values was lowered by $0.05 per share, as shown above, reflecting the value that had been anticipated for Baker Hughes’ results. No adjustment was made to the free cash flow metrics for the Corporate pool as a result of the Baker Hughes deconsolidation. The Compensation Committee made this adjustment to align with GE’s reported results and the updated investor framework.How We Evaluated Business Performance and Allocated the Bonus PoolMiller and Mr. Cox—bonusesDybeck Happe —bonuses were evaluated based upon the achievement of performance goals for the company as a whole. Overall company results AEIP POOL FINANCIAL
PERFORMANCE METRICS THRESHOLD
(50%)TARGET
(100%)MAXIMUM
(150%) WEIGHT RESULT SAFETY
PERFORMANCE
MODIFIER
(+/- 10%) BONUS
POOL PAYOUTGE Corporate Free Cash Flow ($M)* 
150% -5% 112% Organic Margin Expansion (bps)* 
117% Organic Revenue Growth* 
56% significantly stronger for 2019 than originally anticipated at the beginningset and are reported here using our prior three-column financial statement metrics of the year, exceeding expectations for bothGE Industrial free cash flow, GE Industrial adjusted organic profit margin expansion and adjusted earnings per share. Under the metricsGE Industrial organic revenue growth. Refer to our Annual Report on Form 10-K for the bonus plan, each of these factors would have paid out at the maximum end of the range, for a total payout at 150% of target. However, Mr. Culp proposed, and the committee agreed, to exercise discretion in adjusting the pool downward for Mr. Culp and his direct reports to 130% of target, in recognition that although the company had performed better than expected, it was in the context of a difficult turnaround for investors that is continuing. Following the allocation of the bonus pool, the committee reviewed Mr. Culp’s recommendations2021 results on the individual performance factor for each of his direct reports, and separately reviewed Mr. Culp’s performance, and assessed bonuses accordingly.current one-column reporting basis.Joyce’s performanceSlattery’s bonus was based upon the achievement of performance goals for the Aviation business, for which he is the CEO. The Aviation business performed strongly in 2019, notwithstanding the pressures on the business from the grounding of the Boeing 737 MAX by global regulatory authorities, which began in March 2019. Aviation develops, produces and sells LEAP aircraft engines through CFM International, a company jointly owned by GE and Safran Aircraft Engines. The LEAP-1B engine is the exclusive engine for the Boeing 737 MAX. In the absence of the 737 MAX grounding, we anticipate that the Aviation business’s free cash flow would have been in excess of the maximum under the bonus plan, and the Compensation Committee made an upward adjustment to reflect this and other less significant factors, although these other factors did not impact the final funding amount. No adjustment was made for the earnings metric under the bonus plan. As a result, the Aviation bonus pool payout level was set at 118%. AEIP POOL FINANCIAL
PERFORMANCE METRICS THRESHOLD
(50%)TARGET
(100%)MAXIMUM
(150%) WEIGHT RESULT SAFETY
PERFORMANCE
MODIFIER
(+/- 10%) BONUS
POOL PAYOUTAviation Free Cash Flow ($M)* 
150% -5% 107% Organic Margin Expansion (bps)* 
150% Organic Revenue Growth* 
0% POWER PORTFOLIO.AVIATION SERVICES. Mr. Stokes’ performanceStokes’s bonus was based upon the Power Portfolioachievement of performance goals for the Aviation Services business, for which he is the CEO. AEIP POOL FINANCIAL
PERFORMANCE METRICS THRESHOLD
(50%)TARGET
(100%)MAXIMUM
(150%) WEIGHT RESULT SAFETY
PERFORMANCE
MODIFIER
(+/- 10%) BONUS
POOL PAYOUTAviation Services Free Cash Flow ($M)* 
150% -5% 104% Organic Margin Expansion (bps)* 
51% Organic Revenue Growth* 
87% * Non-GAAP Financial Measure. For information on how these metrics are calculated, see “Explanation of Non-GAAP Financial Measures and Performance Metrics” on page 75. ** The company does not report free cash flow, organic margin expansion or organic revenue growth metrics at the sub-segment level for Aviation Services. AEIP POOL FINANCIAL
PERFORMANCE METRICS THRESHOLD
(50%) TARGET
(100%) MAXIMUM
(150%) WEIGHT RESULT SAFETY
PERFORMANCE
MODIFIER
(+/- 10%) BONUS
POOL PAYOUT Healthcare Free Cash
Flow ($M)*
131% Organic Margin
Expansion (bps)*
104% 100% Organic
Revenue
Growth*
61% AEIP POOL FINANCIAL
PERFORMANCE METRICS THRESHOLD
(50%) TARGET
(100%) MAXIMUM
(150%) WEIGHT RESULT SAFETY
PERFORMANCE
MODIFIER
(+/- 10%) BONUS
POOL PAYOUT
EnergyFree Cash
Flow ($M)*
0% Organic Margin
Expansion (bps)*
0% No Payout Organic
Revenue
Growth*
0% AEIP POOL FINANCIAL
PERFORMANCE METRICS** THRESHOLD
(50%) TARGET
(100%) MAXIMUM
(150%) WEIGHT RESULT SAFETY
PERFORMANCE
MODIFIER
(+/- 10%) BONUS
POOL PAYOUT Free Cash
Flow ($M)*
150% Organic Margin
Expansion (bps)*
60% 122% Organic
Revenue
Growth*
150% Steam, Power
Conversion
and NuclearFree Cash
Flow ($M)*
136% Organic Margin
Expansion (bps)*
50% +5% 107% Organic
Revenue
Growth*
88% * Non-GAAP Financial Measure. For information on how these metrics are calculated, see “Explanation of Non-GAAP Financial Measures and Performance Metrics” on page 75. ** The company does not report free cash flow, organic margin expansion or organic revenue growth metrics at the sub-segment level within the Power business. position,philosophy, in recent years we have expanded the number of senior leaders receiving PSU awards to drive greater alignment between these executives and shareholders. PSUs have formulaically determined payouts that are earned only if the company achieves specified performance goals. PSUs reward and retain the named executives by offering them the opportunity to receive GE stock if the performance goals are achieved and if they are still employed by us on the date the restrictions lapse.Stokes overseesCulp’s equity awards have been in the form of performance-based equity, as agreed in his employment agreement. By granting Mr. Culp solely performance-based equity, the committee has put more of Mr. Culp’s compensation at risk, providing him with increased incentive to drive longer-term improvements in the business.Steam, Power Conversion and Nuclear businesses. AtTotal Shareholder Return (TSR) versus the S&P 500 Index, from the beginning of the performance period of March 19, 2019 we anticipatedthrough December 31, 2021. The company did not meet this performance goal, and accordingly the committee, in February 2022, cancelled all 2019 PSUs with no payout, including for Messrs. Culp, Murphy and Stokes.(2019-2021) 2019 PSU PERFORMANCE GOAL HOW MEASURED WEIGHTING THRESHOLD
EARN 25%TARGET
EARN 100%MAXIMUM
EARN 175%RESULT Relative TSR Cumulative GE TSR vs. S&P 500 Index 100% 
No
PayoutPower Portfolio businessesS&P 500 Industrial Index. The S&P 500 Industrial Index performance metric represents a more tailored group of industry peers as compared to the S&P 500 Index, which was used in prior years.aggregate would experience negative free cash flow and earnings as eachnamed executives in 2021 could convert into shares of the businesses worked through a turnaround and a challenging business environment. Under Mr. Stokes’ leadership, Power Portfolio performed significantly better than anticipated, driving cost-out improvements, higher quality and delivery performance. As a result, Power Portfolio’s negative use of cash for the free cash flow metric was significantly lower than expected, resulting in fundingGE stock at the maximum end of the range. Power Portfolio’s earnings, while negative, resulted in a lower loss than expected,three-year performance period based on performance under GE’s one-year 2021 adjusted Earnings per Share (50% weighting) and Free Cash Flow (50% weighting) targets and modification of +/- 20% based on three-year relative TSR versus the S&P 500 Industrials Index, with proportional adjustment for fundingperformance between threshold, target and maximum levels. Notwithstandingmaximum. Performance below threshold against the one-year adjusted Earnings per Share and Free Cash Flow results in no PSUsresults, Mr. Culp proposed,operating metrics to incentivize and focus management on both profitability and cash generation, and these continue to be important financial priorities as we execute on our plan to form three independent companies. The use of a one-year performance period for Earnings per Share and Free Cash Flow reflects variability in these metrics and the committee agreed, to exercise discretionchallenges of setting long-term financial targets in adjusting the bonus pool down from a payout levelface of 140% to 135% to account for certain one-time, non-operational factors that positively impacted results, including legal settlements.difficult macroeconomic conditions.3432 GE 20202022 PROXY STATEMENT20192021Aligning CEO Pay with Investor ExpectationsLarryH. Lawrence Culp,
CHAIRMAN
& CEO
56
58
Education:
Washington College; MBA,
Harvard Business School
GE Tenure:1 Year3 Years PERFORMANCE ASSESSMENT.CURRENT AND PRIOR ROLES
Chairman & CEO (since September 2018); former senior lecturer, Harvard Business School (2015-2018); former Senior Advisor, Bain Capital Private Equity (2017-2018); former CEO & President, Danaher (2001-2014)
As the Chairman & CEO, Mr. Culp plays a central role in shaping the company’s strategy, establishing the framework against which performance is measured and delivering on that performance. Performance highlights during 2021 included:
In settingresponse to shareholder feedback, the committee and Mr. Culp agreed to reduce his annual equity incentive grant for 2022 from a grant date fair value of $15 million to $5 million. This grant will be reflected as 2022 compensation in next year’s proxy statement. The $15 million grant for 2021 was made pursuant to Mr. Culp’s compensation,employment agreement and prior to the 2021 Annual Meeting and say-on-pay vote. For more information, see the Letter from the Management Development & Compensation Committee recognized that he made a significant step forward in GE’s multi-year transformation. Performance results exceeded external guidance and GE’s stock appreciated over 50% during 2019. Mr. Culp has improved GE’s financial position, significantly reducing GE’s Industrial leverage. He has made progress in strengthening the business by instituting a new operating rhythm and adopting a more disciplined approach to managing by employing lean management principles. Mr. Culp has bolstered his leadership team through strategic hiring of external talent in key roles and reassigning of internal talent. For his strong performance and solid progress during 2019 to reset the company, the committee awarded Mr. Culp a bonus of $5,600,000.on page 25.
20202022 PROXY STATEMENT 3533Our Other Named Executivessimilar talent, the mix of cash versus equity as a percentage of the executive’s overall compensation, the executive’s expected future contribution to the success of the company and the retentive value of such awards. In 2021, our annual equity incentive awards for senior executives other than Mr. Culp (who only received PSUs) were weighted approximately 50% as PSUs, 30% as stock options and 20% as RSUs.Jamie Miller(2019-2021) 
Age:2019 PSU PERFORMANCE GOAL51Education:Miami UniversityGE Tenure:14 Years PRIOR ROLESHOW MEASUREDFormer Senior Vice President, CFO (November 2017-February 2020); former President & CEO, GE Transportation (2015-2017); former Chief Information Officer, GE (2013-2015); former Controller, GE (2008-2013)PERFORMANCE ASSESSMENTMs. Miller played a key role in re-establishing investor credibility through the achievement of GE’s financial goals, execution of improved operating rhythms and significant action to de-lever and reduce financial risk. In addition to her efforts to support the evolution of the company’s strategy, she led GE Capital for a portion of 2019, enabling that business to outperform its financial plan. Talent was an additional focal point for Ms. Miller during 2019. She strengthened the Finance organization with a combination of strategic external hires and internal moves, preparing the organization to successfully transition to GE’s new CFO. Based on her contributions, the committee applied an individual performance factor of 105%. 
Kevin Cox
Age:56Education:Marshall University; M.A., Labor & Industrial Relations, Michigan State UniversityGE Tenure:1 Year THRESHOLD
EARN 25%CURRENT AND PRIOR ROLESTARGET
EARN 100%MAXIMUM
EARN 175%Senior Vice President, Chief Human Resources Officer (since February 2019); former Executive Vice President, Human Resources, American Express (2005-2019); former Executive Vice President, Pepsi Bottling Group (2004-2005); Senior Vice President, Chief Personnel Officer, Pepsi Bottling Group (1998-2004); Senior Vice President, Human Resources, Pepsi-Cola Bottling Company (1997-1998)RESULTPERFORMANCE ASSESSMENTDuring his first year as Chief Human Resources Officer, Mr. Cox was instrumental in establishing a comprehensive plan to support GE’s cultural transformation. During 2019, the focus has been the acquisition of talent in key leadership roles, the evolution of GE’s executive compensation philosophy to increase alignment to strategic initiatives and shareholder value creation, and partnership with the CEO in creating a new culture for GE. In recognition of his strong first year, the committee applied an individual performance factor of 115%. Relative TSR
Cumulative GE TSR vs. S&P 500 Index 100% No
Payout362020 PSUs. The annual PSUs granted to the named executives in 2020 had similar terms to those that were granted to all executives in 2019, with an approximately three-year performance period based on GE’s TSR versus the S&P 500 Industrial Index. The S&P 500 Industrial Index performance metric represents a more tailored group of industry peers as compared to the S&P 500 Index, which was used in prior years.20202022 PROXY STATEMENTDavid JoyceH. Lawrence Culp, Jr.
CHAIRMAN & CEO
63
58
Education:Michigan State; M.A. Finance, Xavier UniversityWashington College; MBA,
Harvard Business School
GE Tenure:393 Years Vice Chairman GE and President & CEO Aviation (since 2008), leader for GE Additive; previously vice president and general manager of commercial engines and held other GM positions within AviationPERFORMANCE ASSESSMENTMr. Joyce delivered a strong year in the face of unforeseen challenges with the grounding of the Boeing 737 MAX and the bankruptcy of several large customers. In his role as Vice Chairman, his leadership has made an impact on refocusing the mission of the Global Research Center and growing the Additive business in terms of orders, revenue and market share. Mr. Joyce’s 2019 bonus reflects the committee’s approval of a base salary increase and an increase to his bonus target in September 2019. Mr. Joyce received a score of 118% for Aviation’s business performance and the committee applied an individual performance factor of 105%.2018); former senior lecturer, Harvard Business School (2015-2018); former Senior Advisor, Bain Capital Private Equity (2017-2018); former CEO & President, Danaher (2001-2014) 
*
As Chairman & CEO, Mr. Culp plays a central role in shaping the company’s strategy, establishing the framework against which performance is measured and delivering on that performance. Performance highlights during 2021 included:Certain elements
In response to shareholder feedback, the committee and Mr. Culp agreed to reduce his annual equity incentive grant for 2022 from a grant date fair value of this$15 million to $5 million. This grant will be reflected as 2022 compensation in next year’s proxy statement. The $15 million grant for 2021 was made pursuant to Mr. Culp’s employment agreement and prior to the 2021 Annual Meeting and say-on-pay vote. For more information, see the Letter from the Management Development & Compensation Committee on page 25.● Salary. Upon his appointment as CEO, Mr. Culp’s salary was set at $2,500,000 under his 2018 employment agreement and (other than certain forfeitures of his salary in 2020 in connection with the COVID-19 pandemic), has not changed. ● Bonus. Mr. Culp’s bonus target is set at 150% of salary and has not changed since his appointment as CEO. ● are subject to valuation and reporting in future years.Russell Stokes
Age:48Education:Cleveland State UniversityGE Tenure:23 YearsCURRENT AND PRIOR ROLESSenior Vice President, GE & President and CEO, Power Portfolio (since November 2018); former Senior Vice President, GE & President and CEO, GE Power (2017-2018); former President & CEO, GE Energy Connections (2015-2017); former President & CEO, GE Transportation (2013-2015)PERFORMANCE ASSESSMENTIn his role as CEOMarch 2021 with a grant date fair value of Power Portfolio, Mr. Stokes leads three distinct businesses (Steam, Power Conversion and Nuclear). Each business exceeded$15 million. For more information on the financial targets that were set by thePSUs awarded in March 2021, see “Overview of Long-Term Incentive Compensation Committee, but in light of the fact that certain targets were assisted by one-time, non-operational events (such as legal settlements), the committee applied negative discretion to the overall score, reducing it from 140% to 135%. Mr. Stokes led the ongoing simplification of operations for each business, including restructuring to allow better focus – 2021 PSUs” on customers. In recognition of these business results and the steps he took to reset the Power Portfolio businesses, the committee applied an individual performance factor of 105%.page 32. ●
20202022 PROXY STATEMENT 3733NAME &
PRINCIPAL POSITION YEAR SALARY BONUS PSUs & RSUs STOCK
OPTIONS PENSION &
DEFERRED
COMP. ALL OTHER
COMP. SEC TOTAL Larry Culp*
Chairman & CEO2019 $ 2,500,000 $ 5,600,000 $ 15,465,000 $ 0 $ 969,188 $ 19,600 $ 24,553,788 2018 $ 625,000 $ 937,500 $ 13,740,000 $ 0 $ 86,662 $ 9,665 $ 15,398,827 Jamie Miller
Former SVP & CFO2019 $ 1,450,000 $ 2,000,000 $ 3,236,850 $ 1,350,030 $ 2,352,445 $ 80,835 $ 10,470,160 2018 $ 1,450,000 $ 1,160,000 $ 4,334,060 $ 0 $ 0 $ 457,618 $ 7,401,678 2017 $ 1,335,417 $ 0 $ 1,810,930 $ 519,000 $ 1,154,778 $ 237,736 $ 5,057,861 Kevin Cox*
SVP & Chief Human
Resources Officer2019 $ 850,000 $ 4,500,000 ** $ 2,157,900 $ 5,926,352 $ 392,977 $ 8,400 $ 13,835,629 David Joyce
Vice Chair & CEO Aviation2019 $ 1,833,333 $ 3,100,000 $ 9,795,012 $ 0 $ 8,752,613 $ 365,464 $ 23,846,422 2018 $ 1,550,000 $ 2,415,000 $ 3,382,585 $ 0 $ 0 $ 175,146 $ 7,522,731 2017 $ 1,450,000 $ 1,385,000 $ 695,240 $ 692,000 $ 673,996 $ 264,930 $ 5,161,166 Russell Stokes*
SVP, GE & CEO, Power Portfolio2019 $ 1,400,000 $ 2,000,000 $ 2,517,550 $ 1,050,019 $ 3,494,084 $ 54,769 $ 10,516,422 *Mr. Culp was first employed by the company in 2018, and Mr. Cox was first employed by the company in 2019. Under applicable SEC rules, we have excluded Mr. Stokes’ compensation for 2017 and 2018 as he was not a named executive during those years.**Includes $1.5 million signing bonus for Mr. Cox, pursuant to his employment agreement.SALARY.Base salaries for our named executives depend on the scope of their responsibilities, their leadership skills and values, and their performance and length of service. Salary increases for senior executives are assessed on a case-by-case basis, and are no longer subject to automatic review for potential increases every 24 months. The amount of any increase is affected by current salary and amounts paid to peers within and outside the company. Each of the named executives contributed a portion of his or her salary to the GE Retirement Savings Plan (RSP), the company’s 401(k) savings plan.BONUS.Amounts earned under our annual cash bonus program and, in the case of Mr. Cox, who joined the company in February 2019, for a $1.5 million signing bonus. See“How the Bonus Program Works” on page 33 for additional information on the annual bonus program.PSUs & RSUs.Aggregate grant date fair value of stock awards in the form of PSUs and RSUs granted in the years shown, other than for 2017, during which only RSUs (and no PSUs) were granted. Generally, the aggregate grant date fair value is the amount that the company expects to expense for accounting purposes over the award’s vesting schedule and does not correspond to the actual value that the named executives will realize from the award. In particular, the actual value of PSUs received is different from the accounting expense because it depends on performance. In accordance with SEC rules, the aggregate grant date fair value of the PSUs is calculated based on the most probable outcome of the performance conditions as of the grant date. In the case of Mr. Joyce, due to the fact that certain portions of his PSU award granted in 2019 are tied to performance goals for the Aviation business that will be determined by the Compensation Committee in 2020 and 2021, no value was estimable for that portion of the PSU award at the time of grant, and, in accordance with SEC rules, a fair value for those awards will be disclosed in future years once the targets are known and the value is estimable. Assuming a maximum payout, the tranches with an estimable value for the PSUs awarded to Mr. Joyce in 2019 would have had a value of $12,058,260 as of December 31, 2019.STOCK OPTIONS.Aggregate grant date fair value of option awards granted in the years shown. These amounts reflect the company’s accounting expense and do not correspond to the actual value that the named executives will realize. For information on the assumptions used in valuing a particular year’s grant, see the note onShare-Based Compensationin GE’s financial statements in our annual report on Form 10-K. See theLong-Term Incentive Compensation Table on page 40 for additional information on 2019 grants.PENSION & DEFERRED COMP.Sum of the change in pension value and above-market earnings on nonqualified deferred compensation, which break down as shown in the following table.NAME CHANGE IN
PENSION VALUE ABOVE-MARKET
EARNINGSCulp $ 969,188 $ 0 Miller $ 2,352,445 $ 0 Cox $ 392,977 $ 0 Joyce $ 8,752,613 $ 0 Stokes $ 3,491,762 $ 2,322 Year-over-year changes in pension valuegenerally are driven by changes in actuarial pension assumptions as well as increases in service, age and compensation. See“Pension Benefits” on page 46 for additional information, including the present value assumptions used in this calculation. Above-market earnings represent the difference between market interest rates calculated under SEC rules and the 6% to 14% interest contingently credited by the company on salary that the named executives deferred under various executive deferred salary programs in effect between 1991 and 2019. See“Deferred Compensation” on page 45 for additional information.38 GE 2020 PROXY STATEMENTALL OTHER COMP.We provide our named executives with other benefits that we believe are reasonable, competitive and consistent with our overall executive compensation program. The costs of these benefits for 2019, minus any reimbursements by the named executives, are shown in the table below.NAME LIFE
INSURANCE
PREMIUMS RETIREMENT
SAVINGS
PLAN FINANCIAL &
TAX PLANNING OTHER TOTAL Culp N/A $ 19,600 $ 0 $ 0 $ 19,600 Miller $ 61,035 $ 9,800 $ 5,730 $ 4,270 $ 80,835 Cox N/A $ 8,400 $ 0 $ 0 $ 8,400 Joyce $ 351,009 $ 9,800 $ 0 $ 4,655 $ 365,464 Stokes $ 41,869 $ 9,800 $ 0 $ 3,100 $ 54,769 LIFE INSURANCE PREMIUMS.Taxable payments to cover premiums for universal life insurance policies they own. These policies include: (1) Executive Life, which provides universal life insurance policies for the indicated named executives totaling $3 million in coverage at the time of enrollment and increased 4% annually thereafter; and (2) Leadership Life, which provides universal life insurance policies for the indicated named executives with coverage of 2X their annual pay (salary + most recent bonus). As of January 1, 2018, these plans were closed to new employees and employees who were not already employed at the relevant band level, including Messrs. Culp and Cox.RETIREMENT SAVINGS PLAN.For Ms. Miller and Messrs. Joyce and Stokes, represents GE’s matching contributions to the named executives’ RSP accounts equaling 3.5% of eligible pay, up to the caps imposed under IRS rules. Messrs. Culp and Cox are eligible for matching contributions equaling 4% of eligible pay, and automatic contributions equaling 3% of eligible pay, up to the caps imposed under IRS rules.FINANCIAL & TAX PLANNING.Expenses for the use of advisors for financial, estate and tax preparation and planning, and investment analysis and advice.OTHER.Total amount of other benefits provided, none of which individually exceeded the greater of $25,000 or 10% of the total amount of personal benefits for the named executive (except as otherwisedescribed in this section). These other benefits included items such as: (1) car service fees; (2) an annual physical examination; and (3) incremental costs associated with travel by guests accompanying the executive on business travel on company leased aircraft, such as for catering. Our named executives are permitted to use aircraft that is leased by the company for personal use, but, to the extent the named executives engaged in such use during 2019, all such use was reimbursed to the company at rates sufficient to cover the variable costs associated with those flights, other than certain incremental costs as noted above and reported under this item. In addition, the company engages in certain sponsorships and purchases tickets to sporting events in advance for the purposes of customer entertainment. Occasionally, tickets from sponsorship agreements or unused tickets purchased for customer entertainment are made available for personal use by the named executives or other employees. These tickets typically result in no incremental cost to the company. To the extent that incremental costs were incurred by the company in 2019 in connection with personal attendance at any events by the named executives or their guests, such costs were reimbursed.SEC TOTAL.Total compensation, as determined under SEC rules.GE 2020 PROXY STATEMENT 39Long-Term Incentive CompensationIn recent years,As part of our senior leaders have receivedannual compensation program we use a mix of long-term incentive compensation awards: Performance ShareStock Units (PSUs), Restricted Stock Units (RSUs) and stock options. Long-term incentive compensation for our current CEO, Mr. Culp, consists solely of PSUs, and in 2019 David Joyce, Vice Chairman and CEO, Aviation, also only received PSUs as part of his long-term incentive compensation.Annual Equity Incentive AwardsOUR CEO’S LONG-TERM INCENTIVE AWARDS ARE ENTIRELY PERFORMANCE-BASED.Since he was hired in 2018, all of Mr. Culp’s equity awards have been in the form of PSUs, as agreed in his employment agreement. By granting Mr. Culp PSUs, the committee has put more of Mr. Culp’s compensation at-risk, providing him with increased incentive to drive longer-term improvements in the business. In recent years, we have expanded the number of senior leaders receiving PSU awards to drive greater alignment among these executives with shareholders.2019,2021, our annual equity incentive awards for senior executives other than Mr. Culp and Mr. Joyce (who only received PSUs) were targeted to be weighted based on approximate accounting value, approximately 50% as PSUs, 30% as stock options and 20% as RSUs. are a means to effectively focus our named executives on delivering long-term value to our shareholders. Options have value only to the extent that the price of GE stock rises between the grant date and the exercise date, anddate. RSUs reward and retain the named executives by offering them the opportunity to receive GE stock if they are still employed by usthe company on the date the restrictions lapse.WHY WE USE PSUs.OUR POLICY ON DIVIDEND EQUIVALENTS. We seeWith respect to PSUs, performance shares and RSUs, dividend equivalents or dividends, as a means to focus our named executivesapplicable, are paid out only on particular goals, including long-term operating goals.shares actually received.have formulaically determined payouts that convert into shares of GE stock only if the company achieves specified performance goals. See theHAD NO PAYOUT. Outstanding Equity Awards Table on page 42 for information regarding the performance conditions for outstanding PSUs.Long-Term Incentive Compensation Tablefollowing table — also known as the Grants of Plan-Based Awards Table — showsannual PSUs RSUs and stock options granted to ourthe named executives in 2019. Each of these awards was approved under the 2007 Long-Term Incentive Plan, a plan that shareholders approved in 2007, 2012 and 2017.
ESTIMATED FUTURE PAYOUTS UNDER
PERFORMANCE SHARE UNITS (#)RESTRICTED
STOCK
UNITS (#)STOCK
OPTIONS
(#)STOCK
OPTION
EXERCISE
PRICEGRANT DATE
FAIR VALUE
OF AWARDSNAME GRANT DATE AWARD TYPE THRESHOLD TARGET MAXIMUM Culp 3/19/2019 Annual Equity 375,000 1,500,000 2,625,000 $ 15,465,000 Miller 3/19/2019 Annual Equity 380,290 $ 10.19 $ 1,350,030 3/19/2019 Annual Equity 90,000 $ 917,100 3/19/2019 Annual Equity 56,250 225,000 393,750 $ 2,319,750 Cox 2/25/2019 New Hire 1,404,000 $ 10.40 $ 5,026,320 3/19/2019 Annual Equity 253,530 $ 10.19 $ 900,032 3/19/2019 Annual Equity 60,000 $ 611,400 3/19/2019 Annual Equity 37,500 150,000 262,500 $ 1,546,500 Joyce* 12/23/2019 Annual Equity 75,000 900,000 1,500,000 $ 9,795,012 Stokes 3/19/2019 Annual Equity 295,780 $ 10.19 $ 1,050,019 3/19/2019 Annual Equity 70,000 $ 713,300 3/19/2019 Annual Equity 43,750 175,000 306,250 $ 1,804,250 *For Mr. Joyce, due to the fact that two tranches of his PSU award (each with a target of 300,000 shares) will have metrics that are tied to Aviation performance targets that were not known at the time of grant, the grant date fair value of these tranches was not estimable at that time, and will be reported in future years. The threshold, target and maximum number of PSUs that could be earned including these PSUs was 75,000, 1,500,000 and 2,400,000, respectively. PSUs.The named executives, other than Mr. Joyce, were granted PSUs in 2019 that could convert into shares of GE stock at the end of the approximately three-year performance period based on GE’s Total Shareholder Return (TSR) versus the S&P 500 Index, from the beginning ofare eligiblewith no payout, including for Messrs. Culp, Murphy and Stokes.(2019-2021) 2019 PSU PERFORMANCE GOAL HOW MEASURED WEIGHTING THRESHOLD
EARN 25%TARGET
EARN 100%MAXIMUM
EARN 175%RESULT Relative TSR Cumulative GE TSR vs. S&P 500 Index 100% No
Payoutbe earnedthe named executives in 2020 had similar terms to those that were granted to all executives in 2019, with an approximately three-year performance period based on GE’s TSR versus the S&P 500 Industrial Index. The S&P 500 Industrial Index performance metric represents a more tailored group of industry peers as follows (withcompared to the S&P 500 Index, which was used in prior years.maximum):(2019-2021)PERFORMANCE GOALHOW MEASUREDWEIGHTINGTHRESHOLDEARN 25%TARGETEARN 100%MAXIMUMEARN 175%Relative TSR*Cumulative GE TSR vs. S&P 500100%
*The Compensation Committee has the authority to adjust this metric for extraordinary items.40 GE 2020 PROXY STATEMENTDividend equivalents are paid outThe committee selected the 2021 PSU metrics of Earnings per Share and Free Cash Flow to add operating metrics to the PSU design, rather than using only relative TSR as in prior years. The committee chose these operating metrics to incentivize and focus management on shares actually received.JOYCE 2019 PSUs.The PSUs granted to Mr. Joyce in 2019 are based upon two sets of metrics—60% of the award is based upon the metrics that are used to determine the Aviation annual bonus pool,both profitability and 40% of the award is based upon GE’s TSR versus the S&P 500. At target, Mr. Joyce is eligible to receive 1,500,000 shares of GE stock, but the final number of sharescash generation, and these continue to be awarded will be determined based uponimportant financial priorities as we execute on our plan to form three independent companies. The use of a one-year performance againstperiod for Earnings per Share and Free Cash Flow reflects variability in these metrics and satisfactionthe challenges of setting long-term financial targets in the continued service requirement. Mr. Joyce is retirement eligible, and we do not expect to make him another equity grant prior to retirement.face of difficult macroeconomic conditions.●GE TSR performance metric.The PSUs delivered based upon GE TSR v. the S&P 500 will be assessed on the same terms asthose granted to the other senior executives in 2019, and have a performance period from March 19, 2019 to December 31, 2021.●Aviation performance metrics.The PSUs delivered based upon Aviation business’s performance are assessed in three annual tranches for 2019, 2020 and 2021. Each tranche has a target of 300,000 shares, but that amount will be multiplied (either up or down) based upon the funding of the Aviation bonus pool for the applicable year. For example, based upon the funding of the Aviation business’s bonus pool at 118% for 2019, Mr. Joyce will be eligible to receive 354,000 shares of the 2019 tranche if he satisfies the separate continued service requirement described below.●Continued service requirement.Mr. Joyce is eligible to receive half of the 2019 PSU award if he remains employed through December 31, 2020, and the remaining half if he remains employed through December 31, 2021, as further described below. 2019 TRANCHE 2020 TRANCHE 2021 TRANCHE Aviation PSUs Shares earned at target 300,000 300,000 300,000 Performance measure ← Annual Aviation bonus metrics → Anticipated payout (subject to remaining through vesting date) 354,000
(based on 118% funding)TBD TBD Performance period 1/1/2019 – 12/31/2019 1/1/2020 – 12/31/2020 1/1/2021 – 12/31/2021 Vesting date 12/31/2020 12/31/2020 12/31/2021 THRESHOLD TARGET MAXIMUM GE TSR v. S&P 500
PSUsRelative GE TSR v. S&P 500 35thpercentile 55thpercentile 80thpercentile Shares earned 150,000 (25%) 600,000 (100%) 1,050,000 (175%) Performance period 3/19/2019 – 12/31/2021 Vesting date 25% if employed to 12/31/2020 / Remaining 75% if employed to 12/31/2021 RESTRICTED2021 RSUs AND STOCK UNITS.OPTIONS. The number ofannual RSUs and stock options granted in 20192021 will vest in two equal installments on the second and third anniversary of the grant date. Dividend equivalents
CHAIRMAN & CEO
Education:
Washington College; MBA,
Harvard Business School
GE Tenure: 3 Years
Chairman & CEO (since September 2018); former senior lecturer, Harvard Business School (2015-2018); former Senior Advisor, Bain Capital Private Equity (2017-2018); former CEO & President, Danaher (2001-2014)
As Chairman & CEO, Mr. Culp plays a central role in shaping the company’s strategy, establishing the framework against which performance is measured and delivering on that performance. Performance highlights during 2021 included:
In response to shareholder feedback, the committee and Mr. Culp agreed to reduce his annual equity incentive grant for 2022 from a grant date fair value of $15 million to $5 million. This grant will be reflected as 2022 compensation in next year’s proxy statement. The $15 million grant for 2021 was made pursuant to Mr. Culp’s employment agreement and prior to the 2021 Annual Meeting and say-on-pay vote. For more information, see the Letter from the Management Development & Compensation Committee on page 25.● Salary. Upon his appointment as CEO, Mr. Culp’s salary was set at $2,500,000 under his 2018 employment agreement and (other than certain forfeitures of his salary in 2020 in connection with the COVID-19 pandemic), has not changed. ● Bonus. Mr. Culp’s bonus target is set at 150% of salary and has not changed since his appointment as CEO. ● ●
Happe
Education:
Uppsala University, Sweden
GE Tenure: 2 Years
Senior Vice President & CFO (since March 2020); former CFO and Executive committee member, A.P. Moller-Maersk A/S (2019-2020); former Executive Vice-President and CFO, Assa Abloy AB (2012-2018)
As CFO, Ms. Dybeck Happe leads the company’s Finance organization and also has responsibility for treasury activities and GE Capital. Performance highlights during 2021 included:
Education:
University of Glamorgan; MBA, University of Limerick
GE Tenure: 2 Years
Senior Vice President, GE and President & CEO, Aviation (since September 2020); former President & CEO of Commercial Aviation, Embraer S.A. (2016-2020); former Chief Commercial Officer, Embraer S.A. (2012-2016)
As CEO of the Aviation business, Mr. Slattery leads an organization with $21 billion of revenues in 2021 and operations spanning commercial and military aircraft engines, integrated engine components, electric power and mechanical aircraft systems and aftermarket services. Performance highlights during 2021 included:
Education:
Cleveland State University
GE Tenure: 25 Years
Senior Vice President, GE & President and CEO, GE Aviation Services (since October 2020); former Senior Vice President, GE & President and CEO, GE Power Portfolio (2018-2020); former Senior Vice President, GE & President and CEO, GE Power (2017-2018); former President & CEO, GE Energy Connections (2015-2017); former President & CEO, GE Transportation (2013-2015)
As CEO of the Aviation Services business, a business unit within our Aviation segment, Mr. Stokes leads an organization that provides maintenance, component repair and overhaul services, including sales of replacement parts, to support our fleet of commercial engines. Performance highlights during 2021 included:
Education:
University College Dublin; MSc Marketing, University of Manchester
GE Tenure: 14 Years
Former Senior Vice President, GE and President & CEO, GE Healthcare (2017-2021); former President and CEO, GE Life Sciences (2011-2017); former CEO and Executive Director, Whatman plc (2007-2008)
As CEO of the Healthcare business until his retirement at the end of 2021, Mr. Murphy led an organization with $18 billion of revenues in 2021 and operations spanning healthcare systems for medical imaging and patient monitoring, pharmaceutical diagnostics, digital solutions and other healthcare technologies. Performance highlights during 2021 included:
NAME &
PRINCIPAL POSITION YEAR SALARY BONUS STOCK
AWARDS STOCK
OPTIONS CHANGE IN
PENSION
VALUE &
DEFERRED
COMP. ALL OTHER
COMP SEC TOTAL H. Lawrence Culp, Jr. 2021 $ 2,500,000 $ 4,200,000 $ 14,999,996 $ 0 $ 943,153 $ 20,300 $ 22,663,449 Chairman & CEO 2020 $ 653,409 $ 0 $ 72,054,874 $ 0 $ 463,799 $ 19,950 $ 73,192,032 2019 $ 2,500,000 $ 5,600,000 $ 15,465,000 $ 0 $ 969,188 $ 19,600 $ 24,553,788 Carolina Dybeck Happe* 2021 $ 1,500,000 $ 2,100,000 $ 3,602,609 $ 1,499,998 $ 351,465 $ 1,415,986 $ 10,470,058 SVP & CFO 2020 $ 1,250,000 $ 1,325,000 $ 10,415,106 $ 9,500,003 $ 246,010 $ 1,032,906 $ 23,769,025 John Slattery* 2021 $ 1,250,000 $ 1,337,500 $ 4,323,123 $ 1,799,998 $ 292,217 $ 451,616 $ 9,454,454 SVP, GE & CEO Aviation 2020 $ 588,768 $ 1,375,000 ** $ 2,097,221 $ 2,399,998 $ 87,815 $ 4,685,336 $ 11,234,138 Russell Stokes 2021 $ 1,400,000 $ 1,456,000 $ 2,521,819 $ 1,050,001 $ 2,733 $ 89,211 $ 6,519,764 SVP, GE & CEO Aviation Services 2020 $ 1,400,000 $ 1,300,000 $ 7,267,127 $ 1,050,002 $ 5,919,977 $ 89,573 $ 17,026,679 2019 $ 1,400,000 $ 2,000,000 $ 2,517,550 $ 1,050,019 $ 3,494,084 $ 54,769 $ 10,516,422 Kieran Murphy*** 2021 $ 1,273,148 $ 1,273,148 $ 3,602,609 $ 1,499,998 $ 166,364 $ 79,081 $ 7,894,348 Former SVP, GE & 2020 $ 1,186,657 $ 1,699,805 $ 8,291,656 $ 1,500,002 $ 338,157 $ 64,175 $ 13,080,452 CEO Healthcare 2019 $ 1,125,210 $ 1,532,201 $ 2,517,550 $ 1,050,019 $ 266,876 $ 57,877 $ 6,549,733 * Ms. Dybeck Happe and Mr. Slattery were first employed by the company in 2020. ** Includes $1.0 million signing bonus for Mr. Slattery, pursuant to his offer letter agreement. *** For Mr. Murphy, all cash amounts (including salary and bonus) were originally paid in British pounds and converted for purposes of this presentation at an exchange rate of $1.3764 per £1.00, the 2021 average noon buying rate certified for customs purposes by the U.S. Federal Reserve Bank of New York set forth in the H.10 statistical release of the Federal Reserve Board. out only to peers within and outside the company. Each of the named executives, other than Mr. Murphy, contributed a portion of his or her salary to the GE Retirement Savings Plan (GE RSP), the company’s 401(k) savings plan. Mr. Culp voluntarily forfeited 74% of his salary for 2020, in light of the business challenges resulting from the COVID-19 pandemic.actually received.granted in the years shown. Generally, the aggregate grant date fair value is the amount that the company expects to expense for accounting purposes over the award’s vesting schedule and does not correspond to the actual value that the named executives will realize from the award. In particular, the actual value of PSUs and performance shares received are different from the accounting expense because it depends on performance. For example, as described under “2019 PSUs Had No Payout” on page 32, the 2019 PSU grants were cancelled by the committee and as a result, none of our named executives received a payout for these awards. Although the PSUs were cancelled, GE does not adjust the related amounts previously reported as compensation in the year of the PSU award to reflect the cancellation. In accordance with SEC rules, the aggregate grant date fair value of the 2021 PSUs is calculated based on the most probable outcome of the performance conditions as of the grant date, which was less than maximum performance. If the most probable outcome of the performance conditions on the grant date had been maximum performance, then the grant date fair value of the 2021 PSUs would have been as follows: Culp ($23,119,639), Dybeck Happe ($3,853,348), Slattery ($4,623,946), Stokes ($2,697,407) and Murphy ($3,853,348). See the Grants of Plan-Based Awards Table on page 38 for additional information for PSUs and RSUs granted in 2021.NAME CHANGE IN
PENSION VALUE ABOVE MARKET
EARNINGSCulp $ 943,153 $ 0 Dybeck Happe $ 351,465 $ 0 Slattery $ 292,217 $ 0 Stokes $ 0 $ 2,733 Murphy $ 166,364 $ 0 numbercosts of these benefits for 2021, minus any reimbursements by the named executives, are shown in the table below.NAME LIFE
INSURANCE
PREMIUMS COMPANY
CONTRIBUTIONS
TO SAVINGS PLANS FINANCIAL
AND TAX
PLANNING RELOCATION
AND
EXPATRIATE
BENEFITS RELOCATION
AND EXPATRIATE
TAX BENEFITS OTHER TOTAL Culp $ 0 $ 20,300 $ 0 $ 0 $ 0 $ 0 $ 20,300 Dybeck Happe $ 0 $ 8,700 $ 0 $ 467,563 $ 865,322 $ 74,401 $ 1,415,986 Slattery $ 0 $ 20,300 $ 0 $ 70,909 $ 335,488 $ 24,919 $ 451,616 Stokes $ 67,665 $ 18,850 $ 0 $ 0 $ 0 $ 2,696 $ 89,211 Murphy $ 54,632 $ 0 $ 0 $ 0 $ 0 $ 24,449 $ 79,081 2019, which, for all annual equity2021. Each of these awards will vestwas approved under the 2007 Long-Term Incentive Plan, a plan that shareholders approved in two equal tranches2007, 2012 and 2017. For more information on the second and third anniversaryeach of the grant date. However, for Mr. Cox, his new hire stock option award will vest in three equal annual installments, with the first installment (33%) becoming exercisable one year from the grant date. See thetypes, see Outstanding Equity Awards Table below and“Overview of Long-Term Incentive Compensation” “Potential Termination Payments”on page 48 for information on accelerated vesting for retirement-eligible awards.32. Where applicable, the number of securities and option exercise prices reported in this table have been adjusted to reflect the one-for-eight reverse stock split effective July 30, 2021.GRANT
DATEAWARD
TYPEESTIMATED FUTURE PAYOUTS UNDER
PERFORMANCE SHARES / PSUsRESTRICTED
STOCK UNITS
(#)STOCK
OPTIONS
(#)OPTION
EXERCISE
PRICEGRANT DATE
FAIR VALUE OF
AWARDSNAME THRESHOLD TARGET MAXIMUM Culp 3/1/2021 Annual Equity 14,653 146,531 256,429 $ 14,999,996 Dybeck Happe 3/1/2021 Annual Equity 2,442 24,422 42,739 $ 2,500,006 3/1/2021 Annual Equity 10,513 $ 1,102,603 3/1/2021 Annual Equity 36,266 $ 104.88 $ 1,499,998 Slattery 3/1/2021 Annual Equity 2,931 29,306 51,286 $ 2,999,997 3/1/2021 Annual Equity 12,616 $ 1,323,127 3/1/2021 Annual Equity 43,520 $ 104.88 $ 1,799,998 Stokes 3/1/2021 Annual Equity 1,710 17,096 29,918 $ 1,749,994 3/1/2021 Annual Equity 7,360 $ 771,825 3/1/2021 Annual Equity 25,386 $ 104.88 $ 1,050,001 Murphy 3/1/2021 Annual Equity 2,442 24,422 42,739 $ 2,500,006 3/1/2021 Annual Equity 10,513 $ 1,102,603 3/1/2021 Annual Equity 36,266 $ 104.88 $ 1,499,998 STOCK OPTION EXERCISE PRICE.Option Exercise Price
Stock option exercise prices reflect the closing price of GE stock on the grant date.GRANT DATE FAIR VALUE OF AWARDS.Grant Date Fair Value of Awards
Generally, the aggregate grant date fair value is the amount that the company expects to expense in its financial statements over the award’s vesting schedule.● For stock options, fair value is calculated using the Black-Scholes value of each option on the grant date (resulting in a $3.55$41.36 per unit value for the March 20192021 stock option grants, and $3.58 per unit value for the new hire stock option grant to Mr. Cox in February 2019)grants).● For RSUs, fair value is calculated based on the closing stock price of the company’s stock on the date of grant, date, reduced by the present value of dividends expected to be paid on GE common stock before the RSUsvest (resulting in a $10.19$104.88 per unit value for the March 20192021 grants) because dividend equivalents on unvested RSUs are accrued and paid out only if and when the award vests.● For PSUs, the actual value of units received will depend on the company’s performance, as described above. Fair value is calculated by multiplying the per unit value of the award ($ 10.31102.37 for the March 2019 grants and an average of $11.54 for those portions of Mr. Joyce’s PSU grant that were estimable as of the grant date)2021 grants) by the number of units at target. The per unit value is based on the closing price of the company’s stock price on the grant date, adjusted to reflect the probabilityimpact of achieving the performance conditions,TSR modifier using a Monte Carlo simulation that includes multiple inputs such as stock price, performance period, volatility and dividend yield. For Mr. Joyce’s awards, due to the fact that the performance conditions for those parts of the award that are tied to Aviation’s performance (representing 300,000 shares at target in each of 2020 and 2021) will be determined by the Compensation Committee in future periods, a grant date fair value is not estimable as of the grant date and will be known and reported in future periods.simulation.2018 PSUs.38 The PSUs granted to the named executives in 2018 (including Mr. Joyce, but excluding the PSU awards granted to Mr. Culp) had similar terms to those that were granted to all executives other than Mr. Joyce in 2019, with an approximately three-year performance period based on GE’s TSR versus the S&P 500, except that the performance period for the 2018 PSUs runs from February 26, 2018 through December 31, 2020. No PSUs were granted in 2017.20202022 PROXY STATEMENT41Outstanding Equity Awards TableThe following table — also known as the2021 Outstanding Equity Awards at Fiscal Year-End Table — and, RSUs, Performance Shares and PSUs for which vesting conditions were not yet satisfied as of December 31, 2019.2021. Where applicable, the number of securities and option exercise prices reported in this table have been adjusted to reflect the one-for-eight reverse stock split effective July 30, 2021.OUTSTANDING EQUITY AWARDS TABLE NAME OF EXECUTIVE GRANT DATE AWARD TYPE NUMBER
OUTSTANDING PORTION
EXERCISABLE EXERCISE
PRICE EXPIRATION
DATE MARKET
VALUE VESTING SCHEDULE Culp 12/31/2018 PSUs 5,000,000 $ 55,800,000 100% on 9/30/2022,
subject to performance3/19/2019 PSUs 1,500,000 $ 16,740,000 100% in 2022, subject
to performanceTotal 6,500,000 $ 72,540,000 Miller 9/7/2012 Options 338,123 338,123 $ 20.76 9/7/2022 $ 0 9/13/2013 Options 364,133 364,133 $ 22.86 9/13/2023 $ 0 9/5/2014 Options 416,152 416,152 $ 25.09 9/5/2024 $ 0 9/11/2015 Options 156,057 124,845 $ 23.99 9/11/2025 $ 0 100% in 2020 9/11/2015 RSUs 6,242 $ 69,661 100% in 2020 7/28/2016 RSUs 20,808 $ 232,217 50% in 2020 and 2021 9/9/2016 Options 156,057 93,634 $ 28.95 9/9/2026 $ 0 50% in 2020 and 2021 9/9/2016 RSUs 8,323 $ 92,885 50% in 2020 and 2021 7/27/2017 RSUs 52,019 $ 580,532 50% in 2020 and 2021 9/6/2017 Options 156,057 62,422 $ 23.96 9/6/2027 $ 0 33% in 2020,
2021 and 20229/6/2017 RSUs 13,109 $ 146,296 33% in 2020,
2021 and 20222/26/2018 RSUs 69,359 $ 774,046 50% in 2020 and 2021 2/26/2018 PSUs 208,076 $ 2,322,128 100% in 2021,
subject to performance3/19/2019 Options 380,290 0 $ 10.19 3/19/2029 $ 368,881 50% in 2021 and 2022 3/19/2019 RSUs 90,000 $ 1,004,400 50% in 2021 and 2022 3/19/2019 PSUs 225,000 $ 2,511,000 100% in 2022,
subject to performanceTotal 2,659,805 1,399,309 $ 8,102,046 Cox 2/25/2019 Options 1,404,000 0 $ 10.40 2/25/2029 $ 1,067,040 33% in 2020,
2021 and 20223/19/2019 Options 253,530 0 $ 10.19 3/19/2029 $ 245,924 50% in 2021 and 2022 3/19/2019 RSUs 60,000 $ 669,600 50% in 2021 and 2022 3/19/2019 PSUs 150,000 $ 1,674,000 100% in 2022,
subject to performanceTotal 1,867,530 0 $ 3,656,564 Joyce 6/10/2010 Options 676,247 676,247 $ 15.08 6/10/2020 $ 0 6/9/2011 Options 728,266 728,266 $ 17.86 6/9/2021 $ 0 9/7/2012 Options 728,266 728,266 $ 20.76 9/7/2022 $ 0 9/13/2013 Options 520,190 520,190 $ 22.86 9/13/2023 $ 0 9/5/2014 Options 572,209 572,209 $ 25.09 9/5/2024 $ 0 9/11/2015 Options 191,429 191,429 $ 23.99 9/11/2025 $ 0 9/11/2015 RSUs 10,404 $ 116,109 100% in 2020 9/9/2016 Options 208,076 208,076 $ 28.95 9/9/2026 $ 0 9/6/2017 Options 208,076 208,076 $ 23.96 9/6/2027 $ 0 2/26/2018 PSUs 121,412 $ 1,354,958 100% in 2021 12/23/2019 PSUs 900,000 $ 10,044,000 33% in 2021 and 66%
in 2022, subject to
performanceTotal 4,864,575 3,832,759 $ 11,515,067 42 NAME OF
EXECUTIVEGE 2020 PROXY STATEMENTGRANT
DATEAWARD
TYPETable of ContentsNUMBER
OUTSTANDINGPORTION
EXERCISABLENAME OF EXECUTIVE GRANT DATE AWARD TYPE NUMBER
OUTSTANDINGPORTION
EXERCISABLEEXERCISE
PRICEEXPIRATION
DATEMARKET
VALUEVESTING SCHEDULE Stokes 6/10/2010 Options 78,028 78,028 $ 15.08 6/10/2020 $ 0 6/9/2011 Options 104,038 104,038 $ 17.86 6/9/2021 $ 0 9/7/2012 Options 114,441 114,441 $ 20.76 9/7/2022 $ 0 9/13/2013 Options 130,047 130,047 $ 22.86 9/13/2023 $ 0 9/5/2014 Options 260,095 260,095 $ 25.09 9/5/2024 $ 0 9/11/2015 Options 121,724 97,379 $ 23.99 9/11/2025 $ 0 100% in 2020 9/11/2015 RSUs 4,994 $ 55,733 100% in 2020 9/9/2016 Options 156,057 93,634 $ 28.95 9/9/2026 $ 0 50% in 2020 and 2021 9/9/2016 RSUs 8,323 $ 92,885 50% in 2020 and 2021 2/10/2017 RSUs 24,969 $ 278,654 33% in 2020,
2021 and 20229/6/2017 Options 208,076 83,230 $ 23.96 9/6/2027 $ 0 33% in 2020,
2021 and 20229/6/2017 RSUs 17,478 $ 195,054 33% in 2020,
2021 and 20221/29/2018 Options 520,190 0 $ 15.65 1/29/2028 $ 0 100% in 2021 2/26/2018 RSUs 80,942 $ 903,313 50% in 2020 and 2021 2/26/2018 PSUs 121,412 $ 1,354,958 100% in 2021,
subject to performance3/19/2019 Options 295,780 0 $ 10.19 3/19/2029 $ 286,907 50% in 2021 and 2022 3/19/2019 RSUs 70,000 $ 781,200 50% in 2021 and 2022 3/19/2019 PSUs 175,000 $ 1,953,000 100% in 2022,
subject to performanceTotal 2,491,594 960,892 $ 5,901,704 EXERCISE
PRICEEXPIRATION
DATEMARKET
VALUEVESTING
SCHEDULECulp 3/19/2019 PSUs 46,875 $ 4,428,281 100% in 2022, subject to performance 3/2/2020 PSUs 41,392 $ 3,910,302 100% in 2023, subject to performance 8/18/2020 Performance
Shares1,742,878 $ 164,649,685 100% in 2024, subject to performance 3/1/2021 PSUs 256,429 $ 24,224,848 100% in 2024, subject to performance Total 2,087,574 $ 197,213,116 Dybeck 3/2/2020 Options 257,732 0 $ 89.68 3/2/2030 $ 1,234,536 100% in 2024 Happe 3/2/2020 Options 51,090 0 $ 89.68 3/2/2030 $ 244,721 50% in 2022 and 2023 3/2/2020 PSUs 6,899 $ 651,749 100% in 2023, subject to performance 3/2/2020 RSUs 10,205 $ 964,066 50% in 2022 and 2023 9/3/2020 PSUs 205,110 $ 19,376,742 50% in 2024 and 2025, subject to performance 3/1/2021 Options 36,266 0 104.88 3/1/2031 $ 0 50% in 2023 and 2024 3/1/2021 PSUs 42,739 $ 4,037,553 100% in 2024, subject to performance 3/1/2021 RSUs 10,513 $ 993,163 50% in 2023 and 2024 Total 620,554 0 $ 27,502,530 Slattery 7/13/2020 Options 67,446 22,482 $ 53.60 7/13/2030 $ 2,756,518 50% in 2022 and 2023 9/2/2020 Options 42,938 0 $ 51.52 9/2/2030 $ 1,844,187 50% in 2022 and 2023 9/2/2020 RSUs 11,592 $ 1,095,096 50% in 2022 and 2023 9/2/2020 PSUs 20,334 $ 1,920,953 100% in 2023, subject to performance 3/1/2021 Options 43,520 0 $ 104.88 3/1/2031 $ 0 50% in 2023 and 2024 3/1/2021 PSUs 51,286 $ 4,844,988 100% in 2024, subject to performance 3/1/2021 RSUs 12,616 $ 1,191,834 50% in 2023 and 2024 Total 249,732 22,482 $ 13,653,576 Stokes 9/7/2012 Options 14,306 14,306 $ 166.08 9/7/2022 $ 0 9/13/2013 Options 16,256 16,256 $ 182.88 9/13/2023 $ 0 9/5/2014 Options 32,512 32,512 $ 200.72 9/5/2024 $ 0 9/11/2015 Options 15,216 15,216 $ 191.92 9/11/2025 $ 0 9/9/2016 Options 19,508 19,508 $ 231.60 9/9/2026 $ 0 2/10/2017 RSUs 1,041 $ 98,343 100% in 2022 9/6/2017 Options 26,010 20,808 $ 191.68 9/6/2027 $ 0 100% in 2022 9/6/2017 RSUs 729 $ 68,869 100% in 2022 1/29/2018 Options 65,024 65,024 $ 125.20 1/29/2028 $ 0 3/19/2019 Options 36,972 18,486 $ 81.52 3/19/2029 $ 478,787 100% in 2022 3/19/2019 RSUs 4,375 $ 413,306 100% in 2022 3/19/2019 PSUs 5,469 $ 516,656 100% in 2022, subject to performance 3/2/2020 Options 35,763 0 $ 89.68 3/2/2030 $ 171,305 50% in 2022 and 2023 3/2/2020 PSUs 4,829 $ 456,196 100% in 2023, subject to performance 3/2/2020 RSUs 7,143 $ 674,799 50% in 2022 and 2023 9/3/2020 RSUs 96,451 $ 9,111,726 50% in 2023 and 2024 3/1/2021 Options 25,386 0 $ 104.88 3/1/2031 $ 0 50% in 2023 and 2024 3/1/2021 PSUs 29,918 $ 2,826,353 100% in 2024, subject to performance 3/1/2021 RSUs 7,360 $ 695,299 50% in 2023 and 2024 Total 444,268 202,116 $ 15,511,639 *Amounts presented in the tables above reflect an adjustment that was made by the Compensation Committee to the equity awards for the named executives as a result of the merger of GE Transportation and Wabtec and the subsequent spin-off of Wabtec shares to GE shareholders on February 25, 2019 for awards that were outstanding prior to that date, other than for the PSU grant made to Mr. Culp on December 31, 2018 (for which no adjustment was made). This anti-dilutive adjustment was made to preserve the value of the awards following the spin-off, and as a result this table differs from values shown for these awards in prior years. Amounts under “Number Outstanding” and “Portion Exercisable” were subject to an adjustment by multiplying the number shown in these columns in prior years by 1.04038. Amounts under the “Exercise Price” column were subject to an adjustment by multiplying the number shown in this column for these awards in prior years by 0.96118.MARKET VALUE.The market value of RSUs and PSUs is calculated by multiplying the closing price of GE stock as of December 31, 2019 ($11.16) (the last trading day for the year) by the number of shares underlying each award and, with respect to the PSUs, assuming satisfaction of the target levels for the applicable performance conditions. For options, the market value is calculated by multiplying the number of shares underlying each award by the spread between the award’s exercise price and the closing price of GE stock as of December 31, 2019.NAME OF
EXECUTIVEGRANT
DATEAWARD
TYPENUMBER
OUTSTANDINGPORTION
EXERCISABLEEXERCISE
PRICEEXPIRATION
DATEMARKET
VALUEVESTING
SCHEDULEMurphy 9/7/2012 Options 13,005 13,005 $ 166.08 9/7/2022 $ 0 9/13/2013 Options 10,404 10,404 $ 182.88 9/13/2023 $ 0 9/5/2014 Options 243 243 $ 200.72 9/5/2024 $ 0 9/5/2014 Options 12,762 12,762 $ 200.72 9/5/2024 $ 0 9/11/2015 Options 16,256 16,256 $ 191.92 9/11/2025 $ 0 9/30/2016 Options 19,508 19,508 $ 227.76 9/30/2026 $ 0 2/10/2017 RSUs 651 $ 61,500 100% in 2022 6/9/2017 RSUs 6,503 $ 614,338 100% in 2022 9/6/2017 Options 19,508 15,607 $ 191.68 9/6/2027 $ 0 100% in 2022 9/6/2017 RSUs 547 $ 51,675 100% in 2022 1/29/2018 Options 65,024 65,024 $ 125.20 1/29/2028 $ 0 100% in 2021 3/19/2019 Options 36,972 18,486 $ 81.52 3/19/2029 $ 478,787 100% in 2022 3/19/2019 RSUs 4,375 $ 413,306 100% in 2022 3/19/2019 PSUs 5,469 $ 516,656 100% in 2022, subject to performance 3/2/2020 Options 51,090 0 $ 89.68 3/2/2030 $ 244,721 50% in 2022 and 2023 3/2/2020 PSUs 6,899 $ 651,749 100% in 2023, subject to performance 3/2/2020 RSUs 10,205 $ 964,066 50% in 2022 and 2023 9/3/2020 RSUs 96,451 $ 9,111,726 50% in 2023 and 2024 3/1/2021 Options 36,266 0 $ 104.88 3/1/2031 $ 0 50% in 2023 and 2024 3/1/2021 PSUs 42,739 $ 4,037,553 100% in 2024, subject to performance 3/1/2021 RSUs 10,513 $ 993,163 50% in 2023 and 2024 Total 465,390 171,295 $ 18,139,240 Vesting ScheduleOptionsvest on the anniversary of the grant date in the years shown in the table. The table shows an accelerated stock option vesting schedule for Mr. Joyce because his awards qualified for retirement-eligible accelerated vesting between 2017 and 2021. See“Potential Termination Payments” on page 48 for the requirements for an award to qualify for retirement-eligible accelerated vesting (the executive is age 60 or older and the award has been held for at least one year).RSUsvest on the anniversary of the grant date in the years shown in the table, or upon the awards qualifying for retirement-eligible vesting (as discussed above for options).PSUsvest at the beginning of the year indicated when the Compensation Committee certifies that the performance conditions have been achieved, unless otherwise stated. The 2018 PSU grants (other than theinducement grant for Mr. Culp) and the 2019 PSU grants (other than the grant to Mr. Joyce) are also subject to a one-year holding requirement, regardless of whether the executive has met his or her stock ownership requirements. For further detail on the terms and conditions of the PSU awards, see“Performance Share Units” on page 40. below shows the number of shares the named executives acquired and the values they realized upon the vesting of RSUs during 2019.2021. During the year, none of the named executives other than Mr. Stokes, exercised stock options and none of them had PSU or performance share awards that were earned.earned, and only Messrs. Stokes and Murphy had RSUs that vested. Values are shown before payment of any applicable withholding taxes or brokerage commissions. Executives that remain employed by GE are required to hold the stock that they receive following the exercise of stock options (less those shares that are withheld to satisfy the exercise price and pay taxes) for a year following exercise. Similarly, continuing executives cannot sell stock they receive as the result of the vesting of RSUs or PSUs until they have satisfied their stock ownership requirement. See“ShareStock Ownership and Equity Grant Policies”on page 52.GE49. The 2020 PROXY STATEMENT 43PSU grants (other than the Leadership PSUs granted to Ms. Dybeck Happe) and the 2021 PSU grants are also subject to a one-year holding requirement, regardless of whether the executive has met his or her stock ownership requirements.OPTION AWARDS STOCK AWARDS* OPTION AWARDS PSUs & RSUs* NAME NUMBER OF SHARES
ACQUIRED ON EXERCISEVALUE REALIZED
ON EXERCISENUMBER OF SHARES
ACQUIRED ON VESTINGVALUE REALIZED
ON VESTINGNUMBER OF
SHARES
ACQUIRED
ON EXERCISEVALUE
REALIZED
ON EXERCISENUMBER
OF SHARES
ACQUIRED
ON
VESTINGVALUE
REALIZED
ON VESTINGCulp 0 $ 0 0 $ 0 0 $ 0 0 $ 0 Miller 0 $ 0 75,459 $ 778,713 Cox 0 $ 0 0 $ 0 Joyce 0 $ 0 287,872 $ 3,122,732 Dybeck Happe 0 $ 0 0 $ 0 Slattery 0 $ 0 0 $ 0 Stokes 52,019 $ 38,036 79,055 $ 811,536 0 $ 0 11,723 $ 1,198,294 Murphy 0 $ 0 10,774 $ 1,110,410 * employees;executives; dollar amount represents pre-tax value on vesting, not cash payment.vesting.has increased compared to the prior year, primarily due to the expiration that were returned to the pool, the forfeiture of unvested equity awards upon employee departures, each of which were returned to the pool. Where applicable, the number of shares and anti-dilution adjustments that increasedweighted average exercise prices reported in this table have been adjusted to reflect the pool of available shares as a result of the Wabtec transaction.(IN THOUSANDS EXCEPT PER SHARE
$ AMOUNTS, AS OF 12/31/2021)SHARES TO
BE ISSUED
UPON
EXERCISE OR
SETTLEMENTWEIGHTED
AVERAGE
EXERCISE
PRICE SHARES
AVAILABLE
FOR
FUTURE
ISSUANCEPlans approved by shareholders (2007 LTIP) Options 38,407 $ 144.97 (a) RSUs 8,057 (b) (a) PSUs 2,053 (b) (a) Performance Shares 1,162 Plans not approved by shareholders (Consultants’ Plan) Options 7 $ 182.16 (c) RSUs - (b) (c) Total 49,686 $ 144.97 43,412 (IN MILLIONS EXCEPT PER SHARE $ AMOUNTS, AS OF 12/31/2019) SHARES TO BE ISSUED
UPON EXERCISE
OR SETTLEMENTWEIGHTED
AVERAGE
EXERCISE PRICESHARES
AVAILABLE FOR
FUTURE ISSUANCEPlans approved by shareholders Options 457.6 $ 18.66 (a) RSUs 28.2 (b) (a) PSUs 6.5 (b) (a) Plans not approved by shareholders Options 0.1 $ 21.14 (c) RSUs 0 (b) (c) PSUs 5.0 (d) (b) (b) Total 497.4 $ 18.66 287.1 (a) 283.543 million shares as of December 31, 2019.2021. Of the 1,075134 million shares approved under the 2007 LTIP, no more than 23028.75 million may be available for awards granted in any form other than options or stock appreciation rights.(b) (c) 3.60.5 million shares at December 31, 2019.(d)Includes 5.0 million PSUs issued for Mr. Culp’s inducement grant, which were issued outside the 2007 LTIP in accordance with NYSE rules, the terms of which are described above.2021.44 GE 2020 PROXY STATEMENTThe company has offered both aWe offer certain deferred bonus programcompensation programs and from time to time, a deferred salary program. These deferral programs are intended to promote retention by providing a long-term savings opportunity on a tax-efficient basis. Because the deferral programs are unfunded and deferred payments are satisfied from the company’s general assets, they provide an incentivearrangements for the company’s executives to minimize risks that could jeopardize the long-term financial health of the company.executives.EmployeesU.S. employees in our executive band and above, including the named executives, can elect to defer all or a portion of their annual bonus payments intopayment and be credited earnings options shown below. Participants may change their earnings option up to four times per year. The company makes all decisions regarding the earnings options that are offered and the measures for calculating earnings under those options.termination of employmentseparation from service either in a lump sum or in 10 to 20 annual installments. Participants may not withdraw any deferred amounts prior to separating from service.EARNINGS OPTION TYPE OF EARNINGS ACCOUNT BALANCE FOR
EARNINGS CALCULATIONEARNINGS AMOUNT* WHEN EARNINGS
CREDITEDGE Stock Units
(based on GE stock value)
S&P 500 Index Units
(based on S&P 500)Dividend-equivalent Dividend- equivalent
incomeUnits in account on NYSE
ex-dividend dateQuarterly dividend
declared for GE stock or
the S&P 500, as applicableQuarterly S&P 500 Index Units(based on S&P 500)Deferred Cash Units
(cash units)Interest income Daily outstanding account
balancePrior calendar month’s
average yield for U.S.
Treasury Notes and Bonds
issued with maturities of
10 years and 20 yearsMonthly * WeIn prior years, we periodically offeroffered eligible employees in our executive band and above the opportunity to defer their salary payments (the last such plan was offered in 2010 for 2011 salary). Individuals who arewere named executives at the time a deferred salary program is initiated arewas offered were not eligible to participate. Among our named executives, only Mr. Stokes has participated in the salary deferral program and has balances outstanding.program.interest or other earnings on deferred bonuses and salary. The named executives cannot withdraw anyunder those options. Earnings are currently credited daily. Participants generally vest in their Restoration Plan accounts after 3 years of service.their deferred compensation balances until they either leave or retire from GE.service. — also known as the Nonqualified Deferred Compensation Table — shows amounts credited to the named executives’ accounts under nonqualified deferred compensation plans and plan balances as of December 31, 2019. For 2019, the company did not make any matching contributions into these plans. In addition, no2021. No withdrawals or distributions from these plans were made in 2019.2021.AGGREGATE EARNINGS IN
LAST FISCAL YEARAGGREGATE BALANCE AT
LAST FISCAL YEAR-ENDEXECUTIVE
CONTRIBUTIONS
IN 2021AGGREGATE EARNINGS
IN LAST FISCAL YEARAGGREGATE EARNINGS
AT LAST FISCAL YEAR-ENDNAME EXECUTIVE
CONTRIBUTIONS
IN 2019DEFERRED
BONUS
PROGRAMDEFERRED
SALARY
PROGRAMDEFERRED
BONUS
PROGRAMDEFERRED
SALARY
PROGRAMEXECUTIVE
CONTRIBUTIONS
IN 2021DEFERRED
BONUS PROGRAMDEFERRED
SALARY PROGRAMDEFERRED
BONUS PROGRAMDEFERRED
SALARY PROGRAMCulp $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 460,728 N/A $ 2,069,900 N/A Miller $ 0 $ 0 $ 0 $ 0 $ 0 Cox $ 0 $ 0 $ 0 $ 0 $ 0 Joyce $ 0 $ 8,394 $ 0 $ 73,566 $ 0 Dybeck Happe $ 0 $ 0 N/A $ 0 N/A Slattery $ 0 $ 0 N/A $ 0 N/A Stokes $ 0 $ 82 $ 6,428 $ 3,508 $ 82,048 $ 0 $ 59 $ 7,567 $ 3,610 $ 96,589 Murphy $ 0 $ 0 N/A $ 0 N/A 2019.2021. No amounts were contributed asAmounts represent compensation deferred during 2021. This column does not reflect any 2021 compensation byin the Summary Compensation Table on page 36 which was credited to the named executivesexecutive’s deferred account, if any, in 2019.2022.2019.2021. Reflects earnings on each type of deferred compensation listed in this section that were deposited intocredited to the named executive’s deferred compensation account during 2019.2021. The earnings on deferred bonus payments may be positive or negative, depending on the named executive’s investment choice, and are calculated based on: (1) the total number of deferred units in the account multiplied by the GE stock or S&P 500 Index pricebalance attributable to each earnings option as of December 31, 2019 (the last trading day of the year);2021; minus (2) that2018 (the last trading day of the year; 2020;(3) any named executive contributions during the year. The earnings onSee the deferred salary programs are calculated based on the total amount of interest earned. See theSummary Compensation Table on page 3836 for the above-market portion of those interestthese earnings in 2019.2021.12/31/19.DECEMBER 31, 2021. The fiscal year-end balancesbalance reported in the table above do not include any amountsincludes $1.4 million for Mr. Culp that werewas previously reported in the Summary Compensation Table as 20172019 compensation; $2,519 for Mr. Stokes that was not previously reported in the Summary Compensation Table as 2020 compensation; and 2018$2,322 for Mr. Stokes that was previously reported on the Summary Compensation Table as 2019 compensation.20202022 PROXY STATEMENT45thecertain named executives based in the United States under the same GE Pension Plan and GE Supplementary Pension Plan in which other eligible U.S. employees participate. The GE Pension Plan is a funded, tax-qualified plan. The Supplementary Pension Plan is an unfunded, unsecured obligation of the company and is not qualified for tax purposes. Mr. Murphy participates in the UK Pension Plan on the same terms as other UK-based eligible employees.Cox,Slattery and Ms. Dybeck Happe, are not eligible for this plan. Those employees who are eligible generally vest in the plan after five years of qualifying service. The plan also requires employee contributions, which vest immediately. BeginningEffective January 1, 2021, participants with salaried benefits will stopstopped accruing benefits (and making contributions) under this plan and will becomebecame eligible for the automatic contributions available to new hires under the GE Retirement Savings PlanRSP equaling 3% of eligible pay (up to the caps imposed under IRS rules), plus two years of transition credits equaling 2% of eligible pay.pay per year.Ms. Miller and Messrs. Joyce andMr. Stokes, the plan provides benefits based primarily on a formula that takes into account theirhis earnings for each fiscal year (through 2020). Since 1989, this formula has provided an annual benefit accrual equal to 1.45% of a named executive’s earnings for the year up to covered compensation and 1.9% of his or her earnings for the year in excess of covered compensation. “Covered compensation” was $50,000$60,000 for 2019 (and will be $60,000 in 2020)2020 and has varied over the years based in part on changes in the Social Security taxable wage base. For purposes of the formula, annual earnings include base salary and up to one-half of bonus payments, but may not exceed an IRS-prescribed limit applicable to tax-qualified plans ($280,000285,000 for 2019)2020). As a result, the maximum incremental annual benefit a named executive could have earned for service in 20192020 was $5,095.$5,145, and in 2021 was $0 due to the stoppage of accruals. Over the years, we have made special one-time adjustments to this plan that increased eligible participants’ pensions, but none of the named executives were eligible for theno adjustment was made in 2019.2021.Ms. Miller, and Messrs. Joyce andMr. Stokes, may retire at age 60 without any reduction in benefits. In addition, the plan provides for Social Security supplements and spousal joint and survivor annuity options.2019,2021, the maximum single life annuity a named executive could have received under these limits was $225,000$230,000 per year. This ceiling is actuarially adjusted in accordance with IRS rules to reflect employee contributions, actual forms of distribution and actual retirement dates.ELIGIBILITY.ELIGIBILITY AND VESTING. The GE Supplementary Pension Plan is an unfunded and non-tax-qualified retirement program that is offeredprovides retirement benefits to eligible U.S.-based employees in the executive band and above, including the named executives. Employees generally must remain continuously employed until age 60 in order to vest in a benefit under the plan. For those who became U.S. executives prior to January 1, 2011, including Ms. Miller and Messrs. Joyce andMr. Stokes, the plan provides an annuity benefit above amounts available under the GE Pension Plan (a “supplementary pension“Supplementary Pension benefit”). For those who became U.S. executives on or after January 1, 2011 (and before January 1, 2021), including Messrs. Culp and Cox,Slattery and Ms. Dybeck Happe, the plan provides a retirement benefit paid in 10 annual installments (an “executive retirement benefit”“Executive Retirement Benefit”). BeginningEffective January 1, 2021, participants eligible for the supplementary pensionSupplementary Pension benefit, will stopincluding Mr. Stokes, stopped accruing that benefit and will beginbegan accruing an executive retirement benefitExecutive Retirement Benefit for their future credited service. The Executive Retirement Benefit was also closed to new participants and, effective January 1, 2021, new and rehired U.S. executives are instead participating in the Restoration Plan (described above).supplementary pension,Supplementary Pension benefit, when combined with certain amounts payable under the company’s other pension programs and Social Security, will equal 1.75% of his or her “earnings credited for retirement benefits” multiplied by the number of years of credited service (through 2020), up to a maximum of 60% of such earnings credited for retirement benefits. The “earnings credited for retirement benefits” are the named executive’s average annual compensation (base salary and bonus) for the highest 36 consecutive months out of the last 120 months prior to retirement (or December 31, 2020, if earlier).supplementary pensionSupplementary Pension benefit would be provided to eligible employees, including Ms. Miller and Messrs. Joyce andMr. Stokes, after retirement as monthly payments for life (with a guaranteed minimum benefit of five years), and could not be received in a lump sum. The plan also provides for spousal joint and survivor annuity options. The normal retirement age under the plan is 65; however, executives eligible for this benefit who began working at GE prior to 2005, including Ms. Miller and Messrs. Joyce andMr. Stokes, may retire at age 60 without any reduction in benefits.executive retirement benefitExecutive Retirement Benefit will equal 18% of his or her earnings credited for retirement benefits (as described above, but including years after 2020) for each year of credited service as a GE Officer, plus 14% of such earnings for each year of credited service as aan Executive Director or Senior Executive Director and 10% of such earnings for each year of credited service as an Executive. The “earnings credited for retirement benefits” are the named executive’s average annual compensation (base salary and bonus) for the highest 36 consecutive months out of the last 120 months prior to retirement.executive retirement benefitExecutive Retirement Benefit would be provided to Messrs. Culp and CoxSlattery and Ms. Dybeck Happe after retirement as 10 equal annual installment payments, and could not be received in a lump sum. Mr. Stokes also began accruing an Executive Retirement Benefit beginning January 1, 2021, when he stopped accruing additional Supplementary Pension benefits. Executives eligible for this benefit may retire at age 60, but are subject to a reduction in benefits of up to 25% for commencementretirement prior to age 65.46 GE 20202022 PROXY STATEMENT43There were no accruals for named executives under this plan in 2019, and beginningBeginning January 1, 2021, no further benefit accruals will beare permitted for any participants under this plan. for the named executives are generally payable at the same time and in the same manner as theira participant’s GE Pension Plan benefits.20192021 for the named executives under each plan, as calculated based upon the assumptions described below. Although SEC rules require us to show this present value, the named executives are not entitled to receive these amounts in a lump sum. None of the named executives received a payment under these plans in 2019.PRESENT VALUE OF ACCUMULATED BENEFIT NAME NUMBER OF YEARS
CREDITED SERVICE PENSION
PLAN SUPPLEMENTARY
PENSION PLAN EXCESS
BENEFITS PLAN GE EXECUTIVE
RETIREMENT BENEFIT PAYMENT DURING
LAST FISCAL YEARCulp 1 N/A N/A N/A $ 1,055,850 $0 Miller* 14 $ 951,892 $ 6,883,997 $ 0 N/A $0 Cox <1 N/A N/A N/A $ 392,977 $0 Joyce 39 $ 2,306,678 $ 31,958,587 $ 469 N/A $0 Stokes 23 $ 1,030,850 $ 8,269,638 $ 0 N/A $0 PRESENT VALUE OF ACCUMULATED BENEFIT EXECUTIVE EXCESS UK PAYMENT NUMBER OF YEARS PENSION SUPPLEMENTARY RETIREMENT BENEFITS PENSION DURING LAST NAME CREDITED SERVICE PLAN PENSION PLAN BENEFIT PLAN PLAN FISCAL YEAR Culp 3 N/A N/A $ 2,462,802 N/A N/A $0 Dybeck Happe 2 N/A N/A $ 597,475 N/A N/A $0 Slattery 1 N/A N/A $ 380,032 N/A N/A $0 Stokes* 24 $1,293,536 $13,239,284 $ 309,610 $0 N/A $0 Murphy ** 13 N/A N/A N/A N/A $1,869,287 $0 * Mr. Stokes’s credited service is limited to 24 years under the Pension Plan and the Supplementary Pension benefit, as no future accruals of those benefits are permitted effective January 1, 2021. For purposes of the Executive Retirement Benefit, Mr. Stokes’s credited service is limited to his service on and after January 1, 2021 (one year as of December 31, 2021). ** On February 17, 2020, Ms. MillerDecember 21, 2021, Mr. Murphy and the company entered into a separation agreement and release in connection with her departurepursuant to which Mr. Murphy will remain employed for a period of garden leave, from the company. Upon her departure, Ms. MillerJanuary 1, 2022 until September 30, 2023, during which time he will not vest in or receive any benefits under the GE Supplementary Pension Plan, but she will remain pension contributions. Upon his departure, Mr. Murphy remains vested in herhis accrued benefit under the GEUK Pension Plan, with payments to begin in accordance with the terms of the plan.2019.2021. It also includes the value of contributions made by the named executives throughout their careers. For purposes of calculating the present value, we assume that the named executives will remain in service until the age at which they may retire without any reduction in benefits (except for Mr. Joyce, who is already eligible for full retirement benefits).benefits. For Messrs. Culp, Murphy and CoxSlattery and Ms. Dybeck Happe this is age 65, and for Ms. Miller and Mr. Stokes this is age 60 (notwithstanding that Ms. Millerfor the Pension Plan and the company entered into a separation agreementSupplementary Pension benefit and releasesubsequent to December 31, 2019, pursuant to which she will leaveage 65 for the company in 2020, prior to reaching age 60).Executive Retirement Benefit. We also assume that benefits are payable under the available forms of annuity2019 annual report2021 Annual Report on Form 10-K, including the statutory discount rate assumption of 3.36%2.94% in the United States. The postretirement mortality assumption used for present value calculations for U.S. beneficiaries is the RP-2014Pri-2012 Healthy Retiree mortality table projected to 2016, adjusted for GE’s experience and factoring in projected generational improvements. The present valueassumptions for Mr. Joyce has been calculatedU.K. beneficiaries are a discount rate of 1.76% and a postretirement mortality assumption based on his age as ofupon the end of 2019 (he was 63).SAPS S2 Normal tables with future generational improvements in line with the CMI 2017 projection model (with a 1.5% improvement trend) at December 31, 2021.20202022 PROXY STATEMENT472019.2021. For this hypothetical calculation, we have used each executive’s compensation and service levels as of this date (and, where applicable, GE’s closing stock price on December 31, 2019, the last trading day of the year)2021). Since many factors (e.g., the time of year when the event occurs, GE’s stock price and the executive’s age) could affect the nature and amount of benefits a named executive could potentially receive, any amounts paid or distributed upon a future termination may be different from those shown in the tables below. The amounts shown are in addition to benefits generally available to salaried employees, such as distributions under the Retirement Savings Plan, and for salaried employees who joined the company before 2005, subsidized retiree medical benefits and disability benefits.GE RSP.NO EMPLOYMENT AGREEMENTS FOR LEGACY EMPLOYEES. Historically we have not entered into employment agreements with our U.S.-based executives, and they served at the will of the Board and did not have individual employment, severance or change of control agreements. This practice preserved the Compensation Committee’s flexibility to set the terms of any employment termination based on the particular facts and circumstances. Ms. Miller and Messrs. Joyce and Stokes are not parties to employment agreements. However, Ms. Miller entered into a separation agreement and release with the company, dated February 17, 2020, in connection with her departure and transition to a new CFO.Messrs.Mr. Culp and Cox, and CarolinaMs. Dybeck Happe (our new Senior Vice President, Chief Financial Officer) each entered into employment agreements and Mr. Slattery entered into an offer letter agreement upon joining GE. The employment agreements for Messrs. Culp and CoxSlattery and Ms. Dybeck Happe entitle them to certain post-termination benefits, and in the case of Mr. Culp, certain change of control benefits as well, in each case as further described below. FollowingPrior to January 1, 2022, Mr. Murphy was party to an employment agreement, which is typical of our practice for executives at his seniority in the say-on-pay vote at the 2019 annual meeting, and basedU.K., but it did not entitle him to any particular benefits upon discussions with shareholders, our Compensation Committee has determined that it will no longer provide single-triggertermination or a change of control provisions for any new executives enteringcontrol. Mr. Murphy entered into employment agreementsa separation agreement and release with the company. The employment agreements for Mr. Cox and Ms. Dybeck Happe contain no change of control provisions.Incompany, dated December 21, 2021, in connection with the case of Mr. Culp, the Compensation Committee agreed to his request to provide for post-termination and change of control benefits in order to encourage him to accept the company’s offer of employment. The committee was motivated by the desire to offer Mr. Culp employment terms that would encourage him to joinpreviously reported GE at a time when the company had experienced poor performance and was in the midst of executing on a new strategic plan. The committee felt that the change of control provisions were appropriate in light of the circumstances facing the company and the discussions held with Mr. Culp in advance of his hiring.Healthcare leadership transition.GE. TheGE, which was amended in August 2020 to extend the term to August 17, 2024, or such later date as mutually agreed by the parties up to and through August 17, 2025 (such date is referred to as the Expiration Date). His agreement has a term of four years through September 30, 2022, and grants himprovides for an annual base salary of $2.5 million, a bonus target at 150% of his salary, and annual PSU grant awards with a grant date fair value of $15 million, beginning in 2019, and was further amended on March 15, 2022, to reduce the 2022 annual grant of PSUs from $15 million to $5 million. His original employment agreement provided for a PSU inducement awardSeptember 30, 2022the Expiration Date, and which terminates 12 months after termination of his employment if his employment terminates between September 30, 2022the Expiration Date and September 30, 2023.12 months thereafter. Mr. Culp is not subject to a non-compete agreement if his employment terminates after September 30, 2023.the date that is 18 months following the Expiration Date. He is also subject to a non-solicitation clause covering the same periods as his non-compete agreement.(1) the balance of his prior year’s annual bonus (to the extent earned, but not paid) and (2) any earned, but unpaid inducement PSUs.. Assuming a termination date of December 31, 2019,2021, Mr. Culp would not have been entitled to any amount with respect to these benefits. Additionally, if Mr. Culp is terminated without “cause” or voluntarily leaves for “good2019,2021, Mr. Culp would have been entitled to a severance payment in the amount of $12,500,000. This severance would be subject to his providing a release to the company and his ongoing compliance with perpetual confidentiality and non-disparagement provisions and 24-month non-compete and non-solicitation provisions under his employment agreement.IfUnder the award agreement for Mr. Culp’s employmentone-time Leadership Performance Share Award, Mr. Culp is terminatedentitled to accelerated vesting of the performance shares as described below for such events that occur prior to the end of the performance period for the inducement grant PSU award (unless he is terminated for cause or leaves the company without a good reason), he will be entitled to receive the greater of (i) the amountperiod:● Retirement on August 17, 2024 (coinciding with the end of his employment agreement): the performance shares for which performance was actually achieved during the portion of the performance period that has already elapsed as of August 17, 2024. ● Death or “Disability”: Prior to the end of the performance period, the greater of (i) the performance shares for which performance was actually achieved during the portion of the performance period that has already elapsed as of the date of such termination or (ii) the performance shares for which performance was actually achieved during the entire performance period, prorated based on length of service during the performance period. ● Termination without “Cause” or Resignation for “Good Reason”: the greater of (i) the performance shares for which performance was actually achieved during the portion of the performance period that has already elapsed as of the date of such termination or (ii) the threshold number of performance shares, prorated based on length of service during the performance period. ● “Change in Control”: the greatest of (i) the performance shares for which performance was actually achieved during the portion of the performance period that has elapsed prior to the date of such change in control; (ii) the performance shares for which performance was actually achieved during the portion of the performance period that has elapsed prior to the date of such change in control, with the relevant stock price based on the per-share consideration received by shareholders in connection with the change in control; or (iii) for a change in control prior to August 18, 2022, the target number of performance shares and for a change of control on or after August 18, 2022, the threshold number of performance shares. performance period that has already elapsed as of the time of that termination, and (ii) a prorated number of shares, based upon the portion of the performance period served, but based upon the stock price performance through the completion of the four-year performance period. See theequity treatment.“Equity Awards” section on page 50.In the event of a “change of control” of the company, the performance period under Mr. Culp’s inducement grant PSU award will be shortened and Mr. Culp will be entitled to receive the greatest of (i) 5.0 million shares, if the change of control occurs prior to October 1, 2020, (ii) 2.5 million shares, if the change of control occurs between October 1, 2020 and September 30, 2022, (iii) the amount actually earned during the portion of the performance period that has elapsed through the change of control, or (iv) the amount actually achieved based on the per share value at the time of the change of control.•●“Cause” generally means (i) the willful and continued failure of Mr. Culp to substantially perform his assigned duties for more than 30 days after the company notifies Mr. Culp of such failure, (ii) willfully engaging in conduct that is materially injurious to the company, including violating company policies, or (iii) the commission of a felony or crime involving dishonesty related to the company. •“Good reason” generallymeans (i) a reduction in Mr. Culp’s compensation rights; (ii) failure to renominate Mr. Culp to the board or removing him from the position of CEO, (iii) materially reducing Mr. Culp’s duties and responsibilities, (iv) assigning Mr. Culp duties that are materially inconsistent with his position or duties that48 GE 2020 PROXY STATEMENTmaterially impair his ability to function as CEO, (v) relocation of the company’s headquarters by more than 50 miles, or (vi) a material breach of Mr. Culp’s employment agreement by the company.● “Change ofin control” generally means (i) the acquisition of more than 30% of the company’s stock or voting power by any person, or (ii) the reorganization, merger, consolidation, sale or disposition of all or substantially all of the assets of the company, unless more than 50% of the surviving entity is controlled by the shareholders immediately prior to such event, in substantially the same proportions as their ownership immediately prior to the event.● “Disability” generally means that, as a result of Mr. Culp’s incapacity due to physical or mental illness, he is absent from his duties on a full-time basis for six consecutive months and does not return to the performance of his duties within 30 days after written notice is provided. ● “Good reason” generally means (i) a reduction in Mr. Culp’s compensation rights, other than the agreed reduction in base salary, commencing April 2020, (ii) failure to renominate Mr. Culp to the Board or removing him from the position of CEO, (iii) materially reducing Mr. Culp’s duties and responsibilities, (iv) assigning Mr. Culp duties that are materially inconsistent with his position or duties that materially impair his ability to function as CEO, (v) relocation of the company’s headquarters by more than 50 miles, or (vi) a material breach of Mr. Culp’s employment agreement by the company. MR. COX.MS. DYBECK HAPPE. We entered into an employment agreement with Mr. CoxMs. Dybeck Happe upon hisher employment with GE. The agreement grants himprovides for an annual salary of $1.0$1.5 million, a bonus target at 200%125% of hisher salary, with a payment of not less than $2.0 million for 2019, aand long-term equity incentive awardawards with a grant date fair value of $3.0$4.9 million for 20192020 and with a target grant date fair value of not less than $3.0$5.0 million for subsequent years. Mr. Cox also received a new hire bonusUpon commencement of $1.5 million and is entitled to receive a second new hire bonus of $1.0 million on the one-year anniversary of hisher employment, date (each of which is subject to pro rata reimbursement if Mr. Cox leaves the company within two years without good reason). At the time of his employment heshe also received an award of stock options with a grant date fair value of $5.0$8.0 million (1,404,000 options)(257,732 options, as adjusted for the reverse stock split) to compensate Mr. CoxMs. Dybeck Happe for value forfeited by himher for leaving hisher prior employer. Mr. CoxMs. Dybeck Happe is subject to a non-compete and non-solicitation agreement, which terminates 12 months after hisher termination (for whatever reason).hisher employment agreement, if Mr. CoxMs. Dybeck Happe is terminated without “cause” or voluntarily leaves for “good reason” at any time, subject to hisher providing a release to the company, heshe would be entitled to payment of the $2.0 million bonus for 2019, payment of the second new hire bonus of $1.0 million payable on the one-year anniversary of his employment date (if not already paid), and accelerated vesting of hisher new hire stock options which would remain exercisable through the end of the second calendar year following the year in which termination occurs. In addition, if such termination or departure occurs on or before March 1, 2022, heDecember 31, 2023, she would be entitled to: (i) accelerated vesting of his 2019all then-outstanding long-term incentive awards, with the options remaining exercisable through the end of the second calendar year following the year in which termination or departure occurs, and (ii) a lump sum cash payment equal to 12 months of base salary and target bonus.bonus and (iii) if she relocates back to Sweden within six months, reimbursement for certain relocation expenses. If such termination or departure occurs after March 1, 2022, Mr. CoxDecember 31, 2023, Ms. Dybeck Happe will be eligible to receive the standard severance package provided to similarly situated officers of the company (which as of the signing date consisted of 12 months of base salary). Assuming a termination of employment as of December 31, 2019,2021, the cash portion of this severance amount, excluding any relocation reimbursements, would be $4,000,000.$3,375,000. See the“Equity Awards”on page 5047 regarding the value of the equity treatment.Cox’sCulp’s Leadership performance shares; provided, that for purposes of a change in control, the final prong is instead conditioned on a change in control occurring relative to September 3, 2022 (rather than August 18, 2022).● “Cause” generally means (i) the willful failure of Mr. CoxMs. Dybeck Happe to perform his assignedher duties or to comply with a valid and legal directive of the company or the Board, (ii) engaging in dishonesty, illegal conduct or misconduct that materially harms or is reasonably likely to materially harm the company, (iii) conviction of, or nolo contendere plea to, a felony or of a misdemeanor involving moral turpitude, (iv) willful or grossly negligent unauthorized disclosure of confidential information, (v) material breach of any material obligation under the employment agreement or other agreement with the company, which harms or is reasonably likely to materially harm the company, or (vi) willful material failure to comply with company policies (and in the case of (i), (iv), (v) and (vi), the failure to cure such circumstances within 30 days of receiving notice).● “Change in control” generally has the same meaning described above with respect to Mr. Culp’s employment agreement and Leadership Performance Share Award agreement. ● “Good reason” generally means (i) a material reduction in Mr. Cox’s salary;Ms. Dybeck Happe’s compensation, (ii) a material breach by the company of any material provision of the employment agreement or other agreement with the company, or (iii) a material, adverse change in Mr. Cox’sMs. Dybeck Happe’s title, authority, duties, responsibilities or responsibilities,reporting relationship, provided Mr. CoxMs. Dybeck Happe provides notice to the company and Board of the circumstances giving rise to the “good reason” and the circumstances are not cured within 30 days.SEPARATIONOFFER LETTER AGREEMENT WITH MS. MILLER.MR. SLATTERY. In July 2019, GE announced that Ms. Miller would beWe entered into an offer letter agreement with Mr. Slattery upon the commencement of his employment with GE. The agreement provides for an annual salary of $1.25 million, a bonus target at 100% of his salary, long-term equity incentive awards with a grant date fair value of $3.0 million for 2020 and with a target grant date fair value of not less than $6.0 million for subsequent years. Upon commencement of his employment, he also received a new hire cash bonus of $1.0 million, and an award of stock options with a grant date fair value of $1.5 million (67,446 options, as adjusted for the reverse stock split) to compensate Mr. Slattery for value forfeited by him for leaving the company as part of a leadership transitionhis prior employer. He is subject to a new CFO. On February 17, 2020, Ms. Millernon-compete and the company entered into a Separation Agreement & Release. Pursuant to the termsnon-solicitation agreement, which terminates 12 months after his termination (for whatever reason). Upon Mr. Slattery’s termination of the agreement, Ms. Miller will remain employed with the company until September 30, 2020, or such earlier date as may be agreed between Ms. Miller and the company (the Separation Date), during which period sheemployment, he will be eligible to receive her regular salarythe standard severance package provided to similarly situated officers of the company (which as of the signing date consisted of 12 months of base salary).benefits. Following the appointmentChief Executive Officer of Ms. Miller’s successor (which occurred on March 1, 2020), sheGE Healthcare after December 31, 2021. On December 21, 2021, GE and Mr. Murphy entered into a separation agreement pursuant to which Mr. Murphy will remain employed infor a special projects role to assist with the CFO transitionperiod of garden leave, which is typical for senior UK-based employees. During this period, Mr. Murphy will remain available for advisory services or other work as required, and to work on such other matters and projects as may be directed by the CEO.Under the terms of the agreement, GE will provide certain compensation arrangements, including: (1) Ms. Millerhe will receive severance pay in the amount of $2,900,000 (equal to one times herhis regular salary, an annual salary and target bonus), paid in equal bi-weekly installments for the twelve-month period following the Separation Date, during which time Ms. Miller must be available to provide reasonable transition assistance and answer questions related to her employment; (2) Ms. Miller will receive a bonus for the 20202021 plan year at no less than the Corporate pool funding level, which shall be pro-rated based on time employed with the company during the year; (3) Ms. Miller’s outstanding stock optionsperformance of GE Healthcare and RSUs granted at least one year prior to the Separation Datehealth and that would otherwise vest through December 31, 2022 will vest as soon as practicable after the Separation Date, and such stock options will have an exercise period up to the earlier of their existing expiration date and December 31, 2022; and (4) Ms. Miller’s outstanding PSUs that were granted at least one year prior to the Separation Date will remain eligible to vest based upon the company’s actual performance in accordance with GE’s normal processes. Ms. Millerlife insurance benefits; he will not receive an annualpension contributions, future bonuses or equity award in 2020. Upon her departure, Ms. Miller will not vest in or receive any benefits under the GE Supplementary Pension Plan, but she will remain vested in her accrued benefit under the GE Pension Plan, with payments to begin in accordance with the terms of the plan.awards. Under the separation agreement, Ms. Miller hasMr. Murphy also granted a release to the companyin favor of GE and agreed to certain cooperation, confidential information, non-competition and non-solicitation covenants.● ● 65)77) for the full policies.GE 2020 PROXY STATEMENT 492019.2021. Intrinsic value is based upon the company’s stockobjectives.objectives at the target level. Our named executives generally are not entitled to benefits if they leave voluntarily or are terminated for cause (other than benefits already accrued), unless they satisfy the conditions for retirement eligibility.POTENTIAL TERMINATION PAYMENTS TABLE (EQUITY BENEFITS) UPON DEATH UPON DISABILITY UPON RETIREMENT UPON INVOLUNTARY
TERMINATION*UPON CHANGE OF
CONTROL**NAME STOCK
OPTIONSRSUs/PSUs/
PERFORMANCE
AWARDSSTOCK
OPTIONSRSUs/PSUs/
PERFORMANCE
AWARDSSTOCK
OPTIONSRSUs/PSUs/
PERFORMANCE
AWARDSSTOCK
OPTIONSRSUs/PSUs/
PERFORMANCE
AWARDSSTOCK
OPTIONSRSUs/PSUs/
PERFORMANCE
AWARDSCulp $ N/A $ 84,788,148 $ N/A $ 84,788,148 N/A N/A N/A $ 37,591,219 N/A $ 109,766,488 Dybeck Happe $ 1,479,257 $ 10,297,136 $ 1,479,257 $ 10,297,136 N/A N/A $ 0 $ 3,425,860 $ 0 $ 12,917,828 Slattery $ 3,681,866 $ 12,739,185 $ 3,681,866 $ 12,739,185 N/A N/A $ 0 $ 0 $ 0 $ 0 Stokes $ 410,698 $ 16,568,810 $ 410,698 $ 16,470,467 N/A N/A $ 0 $ 0 $ 0 $ 0 Murphy $ 484,115 $ 19,190,352 $ 484,115 $ 18,514,514 N/A N/A $ 0 $ 0 $ 0 $ 0 POTENTIAL TERMINATION PAYMENTS TABLE (EQUITY BENEFITS)UPON DEATH UPON DISABILITY UPON RETIREMENT UPON INVOLUNTARY
TERMINATION*UPON CHANGE OF
CONTROL**NAME STOCK
OPTIONS RSUs/PSUs STOCK
OPTIONS RSUs/PSUs STOCK
OPTIONS RSUs/PSUs STOCK
OPTIONS RSUs/PSUs STOCK
OPTIONS RSUs/PSUs Culp $ 0 $ 72,540,000 $ 0 $ 0 N/A N/A $ 0 $ 55,800,000 $0 $ 55,800,000 Miller $ 368,881 $ 7,733,165 $ 0 $ 3,405,016 N/A N/A N/A N/A N/A N/A Cox $ 1,312,964 $ 2,343,600 $ 1,067,040 $ 0 N/A N/A $ 1,312,964 $ 2,343,600 N/A N/A Joyce $ 0 $ 6,706,839 $ 0 $ 6,590,730 $0 $ 1,354,958 $ 0 $ 0 N/A N/A Stokes $ 286,907 $ 5,614,797 $ 0 $ 2,601,943 N/A N/A N/A N/A N/A N/A * Amounts disclosed do not reflect the terms of the separation agreement entered into between the company and Ms. Miller on February 17, 2020, in connection with her departure from the company. See“Separation Agreement with Ms. Miller” on page 49.** AsIn each case as defined under Mr. Culp’s employment agreement and Ms. Dybeck Happe’s Leadership PSU award agreement, as detailed on page 48. No other named executives are entitled to benefits upon a change of control.above.anddepending on the award terms. Vested options would generally remain exercisable until their expiration date.date, and PSUs and performance shares would remain subject to the achievement of the performance objectives. In the case of disability, this applies only to options thatthe award must generally have been held for at least one year. Unvested RSUs would become fully vestedyear in some cases, depending on the award terms. PSUs wouldorder to be earned, subject to the achievement of the performance objectives, other than Mr. Culp’s inducement PSUs (in the case of his death). For Mr. Joyce’s 2019 PSU grant, in the event of his death or retirement due to total disability, he would be entitled to the PSUs at target, pro rata based on time employed during the performance period.vested. For these purposes, “disability” generally means the executive being unable to perform his or her job.or RSUs and PSUs/performance shares held for at least one year would become fully vested andgenerally vest, depending on the award terms. Vested options would generally remain exercisable until their expiration date. This treatment appliesdate, and PSUs and performance shares would remain subject to the named executives either becoming retirement-eligible (reachingachievement of the applicable retirement age) or retiring at age 60 or thereafter, depending on the award terms, and provided the award holder has at least five years of service with GE. Mr. Joyce had reachedperformance objectives. For these purposes, “retirement” generally means reaching the applicable retirement age, astypically age 60, and completing 5 years of December 31, 2019.service.ForUnder the terms of the Leadership Performance Share and Leadership PSU Award Agreements with Mr. Culp and Ms. Dybeck Happe, respectively, and Ms. Dybeck Happe’s employment agreement, amounts shown reflect the value of his inducement PSU awardtheir Leadership Awards if he had been terminated without cause or left for good reason. For Mr. Cox, the amounts shown reflect the intrinsic value of his options, RSUs and PSUs that would have vested or become exercisable if hethey had been terminated without cause or left for good reason. None of the other named executives were entitled to any potential payments upon separation from the company.company, except for vesting of certain equity awards in the event that the executive is laid off (and his or her position is not replaced) or the executive transfers to a successor employer in a business disposition.employment agreementLeadership Performance Share and Leadership PSU Award Agreements with each of Mr. Culp heand Ms. Dybeck Happe, they would have been eligible for the accelerated vesting of his inducement PSU awardtheir Leadership Awards in the event of a change of control. For additional detail, see“Employment Agreement with Mr. Culp”on page 48.45 and “Employment Agreement with4643 describes the general terms of each pension plan in which the named executives participate, the years of credited service and the present value of their accumulated pension benefit (assuming payment begins at age 60 or 65, as noted above, or for Mr. Joyce, on January 1, 2020)above). The table below shows the pension benefits that would have become payable if the named executives had died, become disabled, voluntarily terminated or retired as of December 31, 2019.2021.,for Messrs. Culp, Slattery, and Stokes and Ms. Dybeck Happe, each of their respective beneficiaries may receive the named executive’sfollowing benefit:● (or beneficiary for the executive retirement benefit) may receive the following pension benefits:● Plan and GE Excess Benefits PlanPlan. . EitherBecause Mr. Stokes has 15 years of service, either an annuity, as if the named executivehe had retired and elected the spousal 50% joint and survivor annuity option priorbenefits under these plans.benefit.● BenefitBenefit. . For Ms. Miller andBecause Mr. Joyce,Stokes has 15 years of service, a lump-sum payment based on whichever of the following has a higher value: (1) the 50% survivor annuity that the spouse would have received under this plan if the named executiveMr. Stokes had retired and elected the spousal 50% joint and survivor annuity option prior to death, or (2) five years of pension distributions under this plan.●Executive Retirement Benefit. For Messrs. Culp and Cox, 10 equal annual installments of his accrued benefit, reduced by 25% for commencement before he attained age 60.retirementretirement:, executives with 15 years of service eligible for the Supplementary Pension Benefit may receive an annuity payment of accrued pension benefits, payable immediately. Executives with 15 years of service eligible for the executive retirement benefitthe executive’stheir accrued benefit,Executive Retirement Benefit, reduced by up to 25% for commencement before attaining age 65.65, but only once they have attained 15 years of service.50 GE 2020 PROXY STATEMENTPOTENTIAL TERMINATION PAYMENTS TABLE (PENSION BENEFITS)POTENTIAL TERMINATION PAYMENTS TABLE (PENSION BENEFITS) NAME LUMP SUM
UPON DEATH ANNUAL
BENEFIT*
UPON
DEATH ANNUAL
BENEFIT*
UPON
DISABILITY ANNUAL
BENEFIT*
UPON VOLUNTARY TERMINATION ANNUAL
BENEFIT*
UPON
RETIREMENTLUMP SUM
UPON DEATHANNUAL
BENEFIT*
UPON
DEATHANNUAL
BENEFIT*
UPON
DISABILITYANNUAL
BENEFIT*
UPON
VOLUNTARY
TERMINATIONANNUAL
BENEFIT*
UPON
RETIREMENTCulp N/A $ 121,145 N/A $ 0 N/A N/A $ 253,168 N/A $ 0 N/A Miller $ 5,943,406 $ 35,132 $ 602,893 $ 68,321 N/A Cox N/A $ 45,846 N/A $ 0 N/A Joyce $ 15,568,164 $ 74,713 N/A N/A $ 2,038,404 Dybeck Happe N/A $ 80,498 N/A $ 0 N/A Slattery N/A $ 45,820 N/A $ 0 N/A Stokes N/A $ 373,659 $ 747,294 $ 81,133 N/A $ 9,256,707 $ 87,626 $ 1,082,831 $ 85,682 N/A Murphy $ 31,554 $ 49,121 $ 96,546 N/A $48,240 * Miller and Messrs. Joyce andDybeck Happe are payable in 10 installments as the Executive Retirement Benefit. Annual amounts shown upon death or disability for Mr. Stokes are annuity payments applicable to GE Pension Plan and Supplementary Pension participants, except that $40,523 of such amount is payable in 10 installments as the Executive Retirement Benefit. Annual amounts shown upon voluntary termination for Mr. Stokes are annuity payments applicable to GE Pension Plan participants. Annual amounts shown for Messrs. Culp and CoxMr. Murphy are for 10 installments asannuity payments applicable to executive retirement benefit participants.under the U.K. GE Pension Plan.spouse. A lump sum is not available to the surviving spouse of Mr. Stokes because he is under age 50.after death. A lump sum is not available to the surviving spouse of Messrs. Culp and CoxSlattery and Ms. Dybeck Happe under the terms of the executive retirement benefit.Executive Retirement Benefit. For Mr. Stokes, the lump sum represents the Supplementary Pension benefit payable in the event of death. For Mr. Murphy, the lump sum represents the return of contributions and interest under the U.K. GE Pension Plan.50% jointFor Messrs. Culp and survivor annuitySlattery and Ms. Dybeck Happe, 10 annual installment payments as the Executive Retirement Benefit. For Mr. Stokes, the annual amount is payable for the life of the surviving spouse commencing after death for Ms. Miller and Mr. Joyce and commencing after his 60th birthdayas the GE Pension Plan benefit, except that $40,523 of such amount is payable in the case of Mr. Stokes. For Messrs. Culp and Cox, 10 annual installment payments commencinginstallments as the Executive Retirement Benefit. For Mr. Murphy, the annual amount is payable for the life of the surviving spouse. In each case, amounts commence after their 60th birthdays.death.50% joint and survivor annuity payable to the executive, or 10 annual installment payments commencing after disability under the executive retirement benefit. Messrs. Culp and CoxSlattery, and Ms. Dybeck Happe would not be eligible for disability benefits because they do not yet have 15 years of service. Because heFor Mr. Stokes, the annual amount includes the 50% joint and survivor annuity as the GE Pension Plan and Supplementary Pension benefits, except that $40,523 of such amount is retirement-eligible,payable in 10 annual installment payments as the benefits forExecutive Retirement Benefit, in each case commencing afterJoyce are shown under Annual Benefit Upon Retirement.Murphy, the amount is payable as a 50% joint and survivor annuity.to the executive at age 60;60 under the GE Pension Plan; this does not include any payments under the GE Supplementary Pension Plan (either the supplementary pensionSupplementary Pension benefit or the executive retirement benefit)Executive Retirement Benefit) because they are forfeited upon voluntary termination before age 60. Because he is retirement-eligible, the benefits for Mr. JoyceMurphy are shown under Annual Benefit Upon Retirement.annuity for Mr. Joyce.annuity. The other named executives are not eligible to retire.Stock Units or S&P 500 Index Units, and to accrue interest income or dividend payments, as applicable.2022 PROXY STATEMENT45.42. See“Deferred Compensation”on page 4541 for information on the available distribution types under each deferral plan.39.37. Messrs. Culp and CoxSlattery, and Ms. Dybeck Happe do not qualify for these supplemental life insurance plans, as they were discontinued for executives joining the company (or being promoted to the relevant band of seniority) on or after January 1, 2018. If the named executives had died on December 31, 2019,2021, the survivors of the named executives would have received the following under these arrangements.NAME DEATH BENEFIT DEATH
BENEFITCulp $ 0 $ 0 Miller $ 9,192,795 Cox $ 0 Joyce $ 10,961,900 Dybeck Happe $ 0 Slattery $ 0 Stokes $ 6,508,339 $ 9,410,940 Murphy $ 3,763,080 policy is fully funded.GE 2020 PROXY STATEMENT 51Tablelater of Contentsage 60 or 15 years in the plan, and under Leadership Life, until the later of age 65 or 10 years in the plan.PracticesPolicies & PoliciesPracticeschief human resources officerChief Human Resources Officer help the committee administer our executive compensation program. The chief human resources officerChief Human Resources Officer also advises the committee on matters such as past compensation, total annual compensation, potential accrued benefits, GE compensation practices and guidelines, company performance, industry compensation practices and competitive market information.How We Establish Performance Goals and Evaluate PerformanceESTABLISHING PERFORMANCE GOALS.At the beginning of each year, our CEO develops the objectives that he believes should be achieved for the company to be successful. He then reviews these objectives with the Compensation Committee for the corollary purpose of establishing the performance metrics included in the annual bonus plan. These objectives are derived largely from the company’s annual financial and strategic planning sessions, during which the Board and management conduct in-depth reviews of the company’s growth opportunities and establish goals for the upcoming year. The objectives include quantitative financial measurements as well as qualitative strategic, risk and operational considerations, and are focused on those factors that our CEO and the committee believe create long-term shareholder value. In 2018, the Compensation Committee determined that it would simplify the metrics for the annual bonus program. Under this new program, which applied to the annual bonus program for 2019, bonuses were determined for each business unit based primarily on two financial goals (generally free cash flow and earnings per share or earnings) that were tailored to the business unit. For our Corporate named executives, the bonus pool continues to be based upon company-wide results. For 2020, the Compensation Committee has determined that half of the annual bonus pool will continue to be determined based upon free cash flow, but rather than an earnings or earnings per share metric, the other half of the bonus pool will be based upon organic revenue growth and organic margin expansion, which are more reflective of how the CEO manages the business.EVALUATING PERFORMANCE.In January or February following the performance period, the Compensation Committee assesses performance against the metrics for the prior year to determine the level of funding for each business’s bonus pool, including whether positive or negative discretion should be applied to the pool. The CEO leads the assessment of each named executive’s individual performance, the company’s overall performance and the performance of the executive’s business or function, and makes an initial compensation recommendation to the Compensation Committeefor each executive. In doing so, he receives input and data from our chief human resources officer. The chief human resources officer also provides input and information as to the CEO’s compensation to the committee for their consideration, and the CEO has no role in the committee’s final award determination for him. The named executives also play no role in their compensation determinations.Compensation Committeecommittee and the company’s human resources function have sought the views of Frederic W. Cook & Co., Inc. (FW Cook)Semler Brossy Consulting Group LLC (Semler Brossy) about market intelligence on compensation trends and on particular compensation programs designed by our human resources function. For 2019,2021, the Management Development & Compensation Committee and the company’s human resources function consulted with FW CookSemler Brossy on market practices relating to senior executive compensation. All of these services were obtained under hourly fee arrangementsIn addition, the Governance Committee and the company’s legal function consulted with FW Cook rather than through a standing engagement.Semler Brossy on market practices relating to compensation and benefits for non-employee directors.FW Cook’sSemler Brossy’s work with the committee, the Governance Committee and the company’s human resources functionand legal functions does not raise any conflict of interest.fromof any portion of incentive compensation in connection with an executive officerofficer’s fraudulent or illegal misconduct, or if it determines that the officer engaged inan executive officer’s conduct that was detrimental to the company and resulted in a material inaccuracy in either ourthe company’s financial statements or in performance metrics that affectedaffecting the executive officer’s compensation. If the Board determines that thean executive officer engaged in fraudulent or illegal misconduct it mustthat resulted in a material inaccuracy in the company’s financial statements or in performance metrics affecting the executive officer’s compensation, the Board will seek such reimbursement.reimbursement of any portion of incentive compensation paid or awarded to the executive that is greater than would have been paid or awarded if calculated based on the accurate financial statements or performance metric. For more information, see theour Governance Principles(see“Helpful Resources”on page 65)77).ShareStock Ownership and Equity Grant PoliciesSHARESTOCK OWNERSHIP REQUIREMENTS.We require our named executives to own significant amounts of GE stock as shown below. The required amounts are set at multiples of base salary. Executives have five years from the time they are first hired or promoted into a position at the senior vice president level or above to meet the requirement. All named executives are in compliance with our stock ownership requirements. For details on these requirements, see theour Governance Principles(see“Helpful Resources”on page 65)77). The named executives’ ownership is shown in theCommon Stock & Total Stock-Based Holdings Tableon page 26.24.STOCK OWNERSHIP REQUIREMENTS
(MULTIPLES OF BASE SALARY)10X 5X 4X for CEO for vice chairs for senior vice
presidents52 GE 20202022 PROXY STATEMENT49STOCK OWNERSHIP REQUIREMENTS(MULTIPLES OF BASE SALARY)10X5X4Xfor CEOfor vice chairsfor senior vice presidentsgrant of PSUs in 2018 and 2019. In addition, netincentive program. Net shares received from the vesting of PSUs or RSUs must be held until the stock ownership requirement is met.65)77). This rule is not applicable to other GE employees.(see(see “Helpful Resources”on page 65)77).date (the date of the Compensation Committee meeting at which equity awards are determined). Board and committee meetings are generally scheduled at least a year in advance and without regard to major company announcements.date.theour Governance Principles(see“Helpful Resources”on page 65)77).executives. Priorexecutives, subject to the Tax Cuts and Jobs Actan exception for qualifying performance-based compensation provided pursuant to a binding written contract in effect as of 2017 this limitation generally did not apply to compensation that met the tax code requirements for “qualifying performance-based” compensation. Following enactment of the Tax Act, weNovember 2, 2017. We generally expect that compensation paid to our applicable named executives in excess of $1 million will not be deductible, subject to an exception for compensation provided pursuant to a binding written contract in effect as of November 2, 2017.deductible.Explanation of Non-GAAP Financial Measures and Performance MetricsInformation on how GE calculates the following metrics (presented on pages 2, 6 and 33), is presented in the Management’s Discussion and Analysis within our Form 10-K for 2019, on the pages of the 10-K indicated after each metric (see“Helpful Resources” on page 65):●Adjusted earnings per share (EPS) (p. 48),●Adjusted GE Industrial free cash flow (p. 31),●Free cash flow (for Aviation) (p. 31) and●GE Industrial net debt (p. 49).Caution Concerning Forward-Looking StatementsThis document contains “forward-looking statements” — that is, statements related to future events that by their nature address matters that are, to different degrees, uncertain. For details on the uncertainties that may cause our actual future results to be materially different than those expressed in our forward-looking statements, see theForward-Looking Statements Informationpage on our Investor Relations website (see“Helpful Resources” on page 65) as well as our annual reports on Form 10-K and quarterly reports on Form 10-Q. We do not undertake to update our forward-looking statements. This document also includes certain forward-looking projected financial information that is based on current estimates and forecasts. Actual results could differ materially.3025 through 53,50, which, pursuant to SEC rules, does not include the“CEO Pay Ratio” discussion below)discussion) and discussed that analysis with management. Based on its review and discussions with management, the committee recommended to the Board that the compensation discussion and analysis be included in the company’s annual report on Form 10-K for 20192021 and this proxy statement. This report is provided by the following independent directors, who comprise the committee:Thomas Horton (Chairman)(Chair) Edward Garden Sébastien Bazin Paula Rosput Reynolds Francisco D’Souza GE 2020 PROXY STATEMENT 53RATIO OF CEO PAY TO MEDIAN EMPLOYEE PAY.Our median employee earned $50,471 in total compensation for 2019. Based upon the total 2019 compensation of $24,553,788 reported for Mr. Culp as reported under“SEC Total”in theSummary Compensation Table on page 38, we calculate our ratio of CEO to median employee pay was 486 to 1. Our median employee is employed in the United States in our Healthcare business. Year-over-year changes in our median employee pay are partially attributable to changes in our employee mix, including the deconsolidation of Baker Hughes Company during 2019.2019,2021, and, in accordance with SEC rules, excluded the CEO and employees from certain countries representing in aggregate less than 5% of our employee base,*base*, to arrive at the initial median employee consideration pool.employee. We then used annualized salary data converted to narrow this poolU.S. dollars, including target bonus award payments to thoseidentify the 20 employees betweenwith salaries directly above and below the 49th and 51st percentiles.initial median employee. Once we identified this narrowed pool, we used actual salary compensation paid forre-ranked the prior 12 monthsconsideration pool of employees to determinefind the median employee.ratio, adding in additional items received by that employee.ratio. Foreign exchange rates were translated to the U.S. dollar equivalent based on rates as of December 31, 2019.2021.* 7876 countries and their headcounts as of the calculation date were: Albania (7); Algeria (348)(321), Angola (39)(23), Argentina (310), Austria (595)(444), Azerbaijan (10)(4), Bahrain (63)(45), Bangladesh (54)(56), Belgium (295)(215), Benin (8), Bermuda (2), Botswana (2), Bulgaria (19)(17), Cambodia (6)(3), Cameroon (7), Chad (1), Chile (231)(190), Colombia (290)(274), CoteCôte d’Ivoire (58)(49), Croatia (543)(515), Czech Republic (688)Czechia (536), Denmark (702), Dominican Republic (1)(647), Ecuador (8)(2), Egypt (455)(420), Estonia (24)(12), Ethiopia (17), Finland (828)(9), Georgia (3)(2), Ghana (46)(33), Greece (164)(179), Hong Kong (157)(123), Iraq (120), Israel (749)(101), Jordan (25)(28), Kazakhstan (64)(56), Kenya (127)(96), Kosovo (3)(7), Kuwait (108)(70), Kyrgyzstan (3), Laos (1), Latvia (11)(7), Lebanon (39), Libya (22)(12), Lithuania (11)(10), Luxembourg (18)(4), Mali (1), Mauritius (5)(3), Mongolia (3), Montenegro (3)(5), Morocco (95)(94), Mozambique (5)(3), Myanmar (11)(10), Nepal (5), Netherlands (625), New Zealand (88)(53), Nigeria (222)(159), Oman (19)(16), Pakistan (180)(152), Panama (27)(19), Peru (95), Philippines (105), Portugal (116)(127), Qatar (152)(112), Romania (619), Senegal (2)(4), Serbia (29)(36), Slovakia (39), Slovenia (1)(38), South Africa (534)(473), Sri Lanka (9)(10), Sweden (583), Tajikistan (8), Tanzania (1), Thailand (356)(275), Trinidad and Tobago (4)(3), Tunisia (80)(77), Turkmenistan (10), Uganda (1), Ukraine (30)(41), Uruguay (1), Uzbekistan (3), Venezuela (4) Yemen (1), and Zambia (7)(1), for a total of 9,2148,651 employees. As of December 31, 2019,2021, using the methodology required by the rule governing this disclosure, GE had approximately 69,00058,000 U.S. employees and approximately 142,000123,000 employees in other countries, for a total of approximately 211,000181,000 employees globally factored into the sample before the country exclusions listed above.● Fairly pay directorsfor the work required at a company of GE’s size and scope;scope, as benchmarked against our peer group;● Align directors’ interestswith the long-term interests of GE shareholders; and ● Be simple, ,transparent and easyfor shareholders to understand.All independent directors $ 275,000 Lead director $ 50,000 Audit Committee members $ 35,000 Management Development & Compensation
Committee members$ 25,000 Governance & Public Affairs Committee members $ 10,000 All independent directors $ 275,000 Lead director $ 50,000 Audit Committee members $ 35,000 Management Development & Compensation
Committee members$ 25,000 Governance & Public Affairs Committee members $ 10,000 Special Litigation Committee $ 20,000 (such as the Wabtec distribution), the DSUs are credited with a phantom stock unit in the spun-off entity, similar to the distribution paid to GE shareholders, which would be payable in cash upon retirement on the same terms as the DSUs.● Matching Gifts Program.Independent directors may participate in the GE Foundation’s Matching Gifts Program on the same terms as GE employees. Under this program, the GE Foundation matchedmatches for each participant up to $5,000 for 2019annual contributions to approved charitable organizations. For employees and directors who made multi-year charitable giving commitments prior to November 20, 2017, contributions were matched up to $25,000 for 2018 and 2019.● Charitable Award Program.Each director who joined the Board before 2016 may, upon leaving the Board, designate up to five charitable organizations to share in a $1 million GE contribution. Directors may not choose a private foundation with which they are affiliated. The Board terminated this program for new directors in 2015. 54 GE 2020 PROXY STATEMENT● Incidental Board Meeting Expenses.The company occasionally provides travel and sponsors activities for spouses or other guests of the directors in connection with Board meetings. No such expenses were incurred during 2019.2021.Changes to Director CompensationThe Governance Committee reviews director compensation annually, assisted periodically by an independent compensation consultant. In 2019, the Governance Committee reviewed its director compensation program and determined not to make any changes to the retainer, lead director, or committee fees payable to directors.at 2019as of the most recent fiscal year-end. Directors who are company employees do not receive any compensation for their services as directors.$8.3$9.7 million.20192021 Board and committee service. Amounts reflect partial-year Board service for Messrs. Beattie and Mulva, each of whom retired from the Board in May 2019 at the time of the annual meeting, and Ms. Lesjak, who joined the Board in March 2019. Mr. Garden has advised us that, pursuant to his arrangement with Trian, he transfers to Trian, or holds for the benefit of Trian and/or Trian Entities,entities, all director compensation paid to him.NAME OF DIRECTOR CASH FEES STOCK
AWARDS MATCHING
GIFTS CHARITABLE
AWARD
PROGRAM TOTAL CASH FEES STOCK
AWARDS MATCHING
GIFTS TOTAL Sébastien Bazin $ 0 $ 313,584 $ 0 $ 0 $ 313,584 $ 0 $ 310,526 $ 0 $ 310,526 W. Geoffrey Beattie $ 0 $ 110,900 $ 25,000 $ 1,000,000 $ 1,135,900 Ashton Carter $ 124,000 $ 186,315 $ 0 $ 310,315 Francisco D’Souza $ 0 $ 331,833 $ 0 $ 0 $ 331,833 $ 0 $ 335,568 $ 0 $ 335,568 Edward Garden $ 124,500 $ 187,813 $ 0 $ 0 $ 312,313 $ 120,000 $ 180,305 $ 0 $ 300,305 Thomas Horton $ 146,000 $ 220,225 $ 0 $ 0 $ 366,225 $ 144,000 $ 216,366 $ 0 $ 360,366 Risa Lavizzo-Mourey $ 109,250 $ 206,257 $ 5,000 $ 0 $ 320,507 $ 114,000 $ 171,290 $ 0 $ 285,290 Catherine Lesjak $ 109,250 $ 164,786 $ 0 $ 0 $ 274,036 $ 128,000 $ 192,326 $ 0 $ 320,326 James Mulva $ 0 $ 112,798 $ 0 $ 1,000,000 $ 1,112,798 Paula Rosput Reynolds $ 135,250 $ 203,906 $ 0 $ 0 $ 339,156 $ 108,875 $ 226,552 $ 0 $ 335,427 Leslie Seidman $ 0 $ 343,185 $ 0 $ 0 $ 343,185 $ 124,000 $ 186,315 $ 5,000 $ 315,315 James Tisch $ 0 $ 297,940 $ 0 $ 0 $ 297,940 $ 0 $ 285,483 $ 0 $ 285,483 20192021 for Board and committee service.2019,2021, as calculated in accordance with SEC rules, including amounts that the directors deferred into DSUs in lieu of all or a part of their cash compensation. Grant date fair value is calculated by multiplying$9.99$105.04 for March 31, 20192021 grants, $10.50$107.68 for June 30, 20192021 grants, $8.94$103.03 for September 30, 20192021 grants, and $11.16$94.47 for December 31, 20192021 grants. The table below shows the cash amounts that the directors deferred into DSUs in 20192021 and the number of DSUs accrued as of 20192021 fiscal year-end.DIRECTOR CASH DEFERRED
INTO DSUs IN 2019 # DSUs OUTSTANDING
AT 2019 FISCAL
YEAR-ENDSébastien Bazin $ 124,750 80,258 W. Geoffrey Beattie $ 43,917 178,118 Francisco D’Souza $ 132,000 117,503 Edward Garden $ 0 39,795 Thomas Horton $ 0 37,453 Risa Lavizzo-Mourey $ 16,500 50,307 Catherine Lesjak $ 0 16,315 James Mulva $ 44,667 200,348 Paula Rosput Reynolds $ 0 23,082 Leslie Seidman $ 136,500 59,801 James Tisch $ 118,500 152,898 DIRECTOR CASH DEFERRED
INTO DSUs IN 2021 # DSUs OUTSTANDING
AT 2021 FISCAL
YEAR-ENDSébastien Bazin $ 124,000 18,181 Ashton Carter $ 0 3,643 Francisco D’Souza $ 134,000 23,526 Edward Garden $ 0 9,699 Thomas Horton $ 0 10,340 Risa Lavizzo-Mourey $ 0 10,984 Catherine Lesjak $ 0 7,051 Paula Rosput Reynolds $ 25,125 8,581 Leslie Seidman $ 0 13,102 James Tisch $ 114,000 26,688 MATCHING GIFTS.52 Under the terms of the Matching Gifts Program, contributions made within a calendar year are eligible to be matched if they are reported to GE by April 15 of the following year. Amounts shown in this column reflect all contributions reported to the company in 2019, including 2018 contributions reported to GE by April 2019 and excluding any 2019 contributions that were not reported until 2020. This benefit is capped at $5,000 annually. For directors who made multi-year charitable giving commitments prior to November 20, 2017, contributions were matched up to $25,000 for 2018 and 2019, on the same terms as GE employees.CHARITABLE AWARD PROGRAM.This column reflects a $1,000,000 charitable contribution on behalf of the retiring director from the GE Foundation under our legacy Charitable Award Program. The Board terminated this program for new directors in 2015, and only two directors remain eligible for this program going forward.GE 20202022 PROXY STATEMENT55Audit Tender Process Under WayThe Audit Committee is directly responsible for the appointment, compensation (including advance approval of the audit fee), retention and oversight of the independent registered public accounting firm that audits our financial statements and our internal control over financial reporting. As previously reported, the Audit Committee has been taking a number of steps in consideration of a potential audit firm rotation, including commencing an audit tender process. Key actions that the Audit Committee has overseen and directed over the past year have included:Working toward completion of the audit tender process that began in 2019.In response to GE’s request for proposals in 2019, audit firms have submitted initial proposals that are under consideration, and the firms have been engaged in an extensive process of reviewing information about GE and its businesses. The tender process also includes a variety of meetings with members of management and the Audit Committee as part of the evaluation of each firm’s capabilities and global reach, audit quality, industry knowledge and expertise, independence, proposed engagement team, approach to audit innovation and technology and other factors. The Audit Committee is working toward completion of the tender process in the middle of 2020.Continuing to engage with a significant portion of GE’s shareholder base on this topic.The significant increase in our auditor ratification to 89% of the votes cast in favor of ratifying KPMG 2019 versus 65% in 2018 was consistent with feedback that the Audit Committee considered from shareholder engagement meetings since 2018. As the Audit Committee determined to engage KPMG for the 2020 audit, it considered a variety of views from shareholders, including feedback regarding many shareholders’ positive response to the commencement of the audit tender process, as well as feedback regarding GE’s financial performance, accounting and disclosure matters (including allegations in a report alleging accounting improprieties published by a third party in August 2019, and GE’s response to those allegations), the ongoing SEC investigation of GE, KPMG’s long tenure and performance as GE’s auditor, personnel changes across the leadership of GE, the costs and complexity of a potential audit firm rotation and the timeline for a potential audit firm rotation in light of portfolio actions that GE has been undertaking since 2018 and other considerations.Preparing for a potential audit firm rotation,including by continuing to analyze the non-audit services provided by firms participating in the audit tender process. As a global, multi-business company, we currently engage audit firms other than KPMG for a variety of non-audit services, and in the event of an audit firm rotation GE would seek to mitigate the cost and complexity of concluding and transitioning those engagements, as appropriate, to ensure the independence of the selected firm.Additional Aspects of Review Process for 2020 AppointmentIn addition to the actions and deliberations described above, the Audit Committee annually reviews KPMG’s independence and performance in deciding whether to retain KPMG or engage a different independent auditor. In the course of these reviews, the committee considers, among other things:●KPMG’s independence,including the independence controls discussed below;●KPMG’s historical and recent performanceresponsible for expressing opinions on the GE audit,conformity of the company’s audited financial statements, in all material respects, with generally accepted accounting principles and on the company’s internal control over financial reporting.includingThe Audit Committee has reviewed and discussed with management and Deloitte the resultsaudited financial statements for the year ended December 31, 2021 and Deloitte’s evaluation of anthe company’s internal survey of KPMG’s servicecontrol over financial reporting. The Audit Committee has also discussed with Deloitte the matters that are required to be discussed under applicable PCAOB and qualitySEC requirements. Deloitte has provided to the Audit Committee the written disclosures and specific GE audit quality enhancements that KPMG has discussedthe PCAOB-required letter regarding its communications with the Audit Committee reflectings input from a broad arrayconcerning independence, and the committee has discussed with Deloitte that firm’s independence. The Audit Committee has concluded that Deloitte’s provision of internal stakeholders, including local teamsaudit and senior management;non-audit services to GE and its affiliates during 2021 was compatible with Deloitte’s independence.●
KPMG’s capability and expertise
in handling the breadth and complexity of our worldwide operations;
LESLIE
SEIDMANASHTON
CARTERFRANCISCO
D’SOUZACATHERINE
LESJAKPAULA ROSPUT
REYNOLDS(Chair) 56GE 20202022 PROXY STATEMENT 53●External data on audit quality and performance,including the most recent Public Company Accounting Oversight Board (PCAOB) reports and actions related to KPMG, as well as a review of the number of audit clients reporting financial statement restatements as compared to other major accounting firms;●An analysis of KPMG’s known legal risks and any significant legal or regulatory proceedingsin which it is involved (including interviews with KPMG’s Chairman & CEO and an interview with KPMG’s Vice Chair & General Counsel). and KPMG have specifically discussed current PCAOB oversight matters and legal actions against certain former KPMG audit partners, unrelated to the GE audit;●Appropriateness of KPMG’s feesfor audit and non-audit services, on both an absolute basis and as compared to its peer firms.Based on all of the foregoing considerations, the Audit Committee determined in December 2019 that KPMG is independent and that it is in the best interests of GE and our shareholders to retain KPMG as our independent auditor for 2020. KPMG has served as our independent auditor since 1909.Auditor Independence ControlsTHOROUGH AUDIT COMMITTEE OVERSIGHT.The committee’s oversight includes private meetings with KPMG (the committee meets with KPMG at all regular meetings), a comprehensive annual evaluation by the committee in determining whether to engage KPMG for the coming year, and a committee-directed process for selecting and evaluating the performance of the lead partner. In 2019, the committee and KPMG also reviewed plans for the rotation of other key audit partners on a periodic basis.LIMITS ON NON-AUDIT SERVICES.GE requires Audit Committee preapproval of non-audit services, limits certain types of non-audit services that otherwise would be permissible under SEC rules, and requires that KPMG is engaged only when it is best suited for the job.STRONG INTERNAL KPMG INDEPENDENCE PROCESS.KPMG conducts periodic internal quality reviews of its audit work, staffs GE’s global audit (including statutory audits) with a large number of partners, and rotates its lead partner at least every five years.ROBUST REGULATORY FRAMEWORK.KPMG, as an independent registered public accounting firm, is subject to PCAOB inspections, “Big 4” peer reviews, and PCAOB and SEC oversight.12X+meetings per year between committee chair & KPMG (at least monthly)6X+meetings per year between committee & KPMGKPMG Will Attend the Annual MeetingKPMG representatives are expected to attend the annual meeting. They will have an opportunity to make a statement if they wish and be available to respond to appropriate shareholder questions.Independent Auditor InformationKPMG’s Fees for 2019 and 2018The committee oversees the audit and non-audit services provided by KPMG,the independent auditor, participates in the negotiationpre-approval of fees with KPMG,the independent auditor, reviews and approves the audit plan and associated fees, and receives periodic reports on the fees paid.aggregateAudit Committee in some cases authorizes Deloitte (along with other accounting firms) to provide non-audit services. We understand the need for Deloitte to maintain objectivity and independence as the auditor of our financial statements and our internal control over financial reporting. Accordingly, the Audit Committee has established the following policies and processes related to non-audit services.2019 and 2018 for its services were:TYPES OF FEES
(IN MILLIONS) AUDIT AUDIT-
RELATED TAX ALL
OTHER TOTAL 2019 $ 61.1 $ 13.9 $ 4.1 $ 0.0 $ 79.1 2018 $ 63.7 $ 40.2 $ 0.7 $ 0.0 $ 104.6 These amounts do not include fees billed by KPMG for services to Baker Hughes Company, which GE consolidated during 2018 and until September 16, 2019. Previously, when Baker Hughes Company was consolidated as part of GE’s financial statements and covered by the GE audit, we had reported fees billed by KPMG for services to Baker Hughes Company as part of the 2018 amounts above.year ended December 31, 2020:TYPES OF FEES
(IN MILLIONS) AUDIT AUDIT-
RELATED TAX ALL
OTHER TOTAL 2021 (Deloitte) $ 51.6 $ 2.1 $ 0.5 $ 0.3 $ 54.5 2020 (KPMG) $ 61.6 $ 14.6 $ 0.4 $ 0.0 $ 76.6 TOTAL.Total fees paid to KPMG decreased between 2019 and 2018 primarily due to lower expense in 2019 associated with carve-out audits for divested businesses.AUDIT.AUDIT FEES. Fees for the audit of GE’s annual financial statements included in our annual report on Form 10-K; the review of financial statements included in our quarterly reports on Form 10-Q; the audit of our internal control over financial reporting, with the objective of obtaining reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects; and services routinely provided by the auditor in connection with statutory and regulatory filings or engagements. A majority of these audit fees related to KPMG’s conduct of approximately 1,000 statutory audits in more than 100 countries.AUDIT-RELATED.AUDIT-RELATED FEES. Fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and internal control over financial reporting. The year-over-year fee decrease was primarily attributable to lowerhigher costs for carve-out audits in 2019, which included2020, including the BioPharma business within GE Healthcare ($7.0 million), compared to the costs for carve-out audits in 2018, which included GE Healthcare ($16.0 million) and GE Transportation ($8.6 million).Healthcare.TAX.TAX FEES. Fees related to tax compliance and tax advice/advice and tax planning. Tax compliance involves preparation of original and amended tax returns and claims for refund. Tax planning and tax advice encompass a diverse range of services, including in 2019 in connectionassistance with U.S. tax reformaudits and transactions.appeals, tax advice related to mergers and acquisitions and employee benefit plans, and requests for rulings or technical advice from taxing authorities.OTHER.OTHER FEES. GE didIncludes fees for services that are not engage KPMG for any services other than those described above.contained in the above categories and includes permissible advisory services.GEAdditional Information Regarding Change of Independent AuditorPROXY STATEMENT 57How We Control and Monitor the Non-Audit Services Provided by KPMGThe Audit Committee has retained KPMG (along with other accounting firms) to provide non-audit services in 2019. We understand the need for KPMG to maintain objectivity and independence as the auditor of our financial statements and our internal control over financial reporting. Accordingly, the committee has established the following policies and processes related to non-audit services.WE LIMIT THE NON-AUDIT SERVICES THAT KPMG CAN PROVIDE.To minimize relationships that could appear to impair KPMG’s objectivity,amended on February 12, 2021, the Audit Committee has restrictedapproved the typesengagement of non-audit services that KPMG may provide to us (and that otherwise would be permissible under SEC rules) and requires that the company engage KPMG only when it is best suited for the job. For more detail, see the Audit Committee Charter (see“Helpful Resources” on page 65).WE HAVE A PRE-APPROVAL PROCESS FOR NON-AUDIT SERVICES.The Audit Committee has adopted policies and procedures for pre-approving all non-audit work that KPMG performs for us. Specifically, the committee has pre-approved the use of KPMG for specific types of services related to: tax compliance, planning and consultations; acquisition/disposition services; consultations regardingDeloitte as GE’s independent registered public accounting and reporting matters; and reviews and consultations on internal control and other related services. The committee has set a specific annual limit on the amount of non-audit services (audit-related and tax services) that the company can obtain from KPMG. It has also required management to obtain specific pre-approval from the committee for any single engagement over $1 million or any types of services that have not been pre-approved. The committee chair is authorized to pre-approve any audit or non-audit service on behalf of the committee, provided these decisions are presented to the full committee at its next regularly scheduled meeting.We Have Hiring Restrictions for KPMG EmployeesTo avoid potential conflicts of interest, the Audit Committee has adopted restrictions on our hiring of any KPMG partner, director, manager, staff member, advising member of the department of professional practice, reviewing actuary, reviewing tax professional and any other individuals responsible for providing audit assurance on any aspect of KPMG’s audit and review of our financial statements. These restrictions are contained in our Governance Principles (see“Helpful Resources” on page 65).Rotation of Key Audit PartnersAUDIT COMMITTEE OVERSEES SELECTION OF NEW LEAD AUDIT ENGAGEMENT PARTNER EVERY FIVE YEARS.The Audit Committee requires key KPMG partners assigned to our audit to be rotated at least every five years. The committee and its chair oversee the selection process for each new lead engagement partner. The committee also reviews the performance of the lead audit partner annually.AUDIT COMMITTEE SELECTED NEW LEAD ENGAGEMENT PARTNER FOR 2020.In accordance with the approach described above, the Audit Committee selected a new lead engagement partner for the 2020 audit. During 2019, the committee and its chair oversaw a process that involved interviews with multiple candidates and review of the backgrounds and qualifications of the candidates to evaluate their expertise and abilities. The chair of the committee interviewed each of the candidates, and the committee made its selection of the new lead engagement partner in late 2019.ROLES AND RESPONSIBILITIES.The Audit Committee reviews GE’s financial reporting process on behalf of the Board. Management has the primary responsibility for establishing and maintaining adequate internal financial controls, for preparing the financial statements and for the public reporting process. KPMG, our company’s independent auditor for 2019, is responsible for expressing opinions on the conformity of the company’s audited financial statements, in all material respects, with generally accepted accounting principles and on the company’s internal control over financial reporting.REQUIRED DISCLOSURES AND DISCUSSIONS.The committee has reviewed and discussed with management and KPMG the audited financial statementsfirm for the year ended December 31, 2019 and KPMG’s evaluation of the company’s internal control over financial reporting. The committee has also discussed with2021. KPMG the matters that are required to be discussed under PCAOB standards. KPMG has provided to the committee the written disclosures and the PCAOB-required letter regarding its communications with the Audit Committee concerning independence, and the committee has discussed with KPMG that firm’s independence. The committee has concluded that KPMG’s provision of audit and non-audit services to GE and its affiliates is compatible with KPMG’s independence.COMMITTEE RECOMMENDS INCLUDING THE FINANCIAL STATEMENTS IN THE ANNUAL REPORT.Based on the review and discussions referred to above, the committee recommended to the Board that the audited financial statementscontinued as GE’s independent registered public accounting firm for the year ended December 31, 2019 be included in our annual report2020. On February 12, 2021, when GE filed its Annual Report on Form 10-K for 2019 for filingthe year ended December 31, 2020, with the SEC. ThisSEC, KPMG completed its audit of GE’s consolidated financial statements for such fiscal year, and GE’s retention of KPMG as our independent registered public accounting firm with respect to the audit of GE’s consolidated U.S. GAAP financial statements ended as of that date.● KPMG’s reports on our consolidated financial statements as of and for the years ended December 31, 2019 and 2020 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. ● During the years ended December 31, 2019 and 2020, and the subsequent interim period through February 12, 2021, there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between GE and KPMG on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to KPMG’s satisfaction, would have caused KPMG to make reference thereto in their reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K. isnor oral advice was provided to GE that Deloitte concluded was an important factor considered by GE in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the following independent directors, who comprisesubject of a disagreement within the committee:meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.Leslie Seidman (Chairman)Francisco D’SouzaCatherine LesjakPaula Rosput Reynolds5854 GE 20202022 PROXY STATEMENTGRANT INFORMATION
(# IN THOUSANDS)*2021 2020 2019 Stock Options Granted 494 4,468 4,303 RSUs Granted 2,972 5,802 1,975 PSUs Granted 915 797 678 PSUs Earned 69** 0 0 Performance Shares Granted 0 1,162 0 Performance Shares Earned 0 0 0 Weighted Average GE
Common Stock Outstanding1,097,527 1,094,067 1,090,517 Annualized Burn Rate 0.4% 1.1% 0.6% * **
The 2022 LTIP permits the grant of stock options, SARs, restricted stock, RSUs, performance awards and other stock-based awards.
NO REPRICING AND NO RELOAD GRANTS. Other than in connection with a change in GE’s capitalization, as described below, the Administrator may not, without shareholder approval, reduce the exercise price of any previously awarded stock option or SAR or cancel and re-grant or exchange any underwater stock option or SAR for cash or a new award with a lower (or no) exercise price. In addition, no stock options may be granted under the 2022 LTIP in consideration for the delivery of shares of GE common stock to GE in payment of the exercise price or tax withholding obligations of any other employee stock options.Kenneth SteinerSOC Investment Group has notified us that heit intends to submit the following proposal at this year’s meeting:Proposal 1 — Independent Board ChairmanShareholders request our Board of Directors adopt as a policy, and amend our governing documents as necessary, to required that the Chairman of the Board be an independent member of the Board whenever possible. Although it would be better to have an immediate transition to an independent Board Chairman, the Board would have the discretion to phase in this policy for the next Chief Executive Officer transition.If the Board determines that a Chairman, who was independent when selected is no longer independent, the Board shall select a new Chairman, who satisfies the requirements of the policy within a reasonable amount of time. Compliance with this policy is waived in the unlikely event that no independent director is available and willing to serve as Chairman. This proposal requests that all the necessary steps be taken to accomplish the above.Boeing is an example of a company changing course and naming an independent board chairman in October 2019. Boeing did not wait for the next CEO succession. And Boeing is in a lot better shape than GE. GE stock has lost 67% of its value in 3-years. Boeing stock is up more than 100% in 3-years.This proposal topic won impressive 41%-support at the 2018 General Electric annual meeting even though it was not a fair election on this topic. The Chairman of the GE Governance Committee approved the spending of shareholder money on extra advertisements to oppose this topic. If the Chairman of the GE Governance Committee had been neutral on this topic it would have received a majority vote. Plus the 2019 ballot number of this proposal did not match the proposal number in the body of the proxy.The 2019 directors’ statement in regard to this proposal topic did not name any enhancements in the role of the Lead Director. And the GE Lead Director was one of 7 GE directors who received from 6% to 9% in negative votes in 2019. This more than 3-times the negative votes received by each of 3 other GE directors.An independent Chairman is best positioned to build up the oversight capabilities of the many new directors on our Board while the CEO addresses the challenging day-to-day issues facing the company.Please vote yes:Independent Board Chairman — Proposal 1Supporting Statement20202022 PROXY STATEMENT59
Your Board recommends a vote AGAINST this proposal.THE INTERESTS OF GE AND ITS SHAREHOLDERS ARE BEST SERVED WHEN LEADERSHIP CHOICES ARE MADE ON A CASE-BY-CASE BASIS.OurThe Board believes that providing strong, independent and objective oversight of the company is central to its role and to good governance. But by dictating a policy on the structure of company leadership, regardless of the circumstances or the individuals involved, this proposal could limit the Board’s ability to pursue the governance strategy that is not in the best interests of GE shareholders. The overly broad proposal does not permit adequate flexibility to be competitive in the companymarketplace for new hires and its shareholdersto retain key talent, particularly at a particular pointthis time of unprecedented competition and demand in time. Because circumstances may change over time,the overall labor market and with additional pressures on GE’s workforce in connection with our plans to form three independent companies. Moreover, GE has an existing policy for shareholder approval of termination pay that we believe it is important for our directors to maintainstrikes the right balance among shareholder rights, the Board’s exercise of its fiduciary duties and retaining the necessary flexibility to select the most appropriate Board leadership structure. For example, according to the 2019 Spencer Stuart Board Index, only 34% of companies in the S&P 500 currently have an independent board chairman. The Board will continue to monitor the appropriateness of its leadership structure,attract and adapt from time to time, as it does with all governance issues.retain talent.BOARD DECIDED DURING ITS RECENT CEO TRANSITIONBROAD APPROACH THIS PROPOSAL SUGGESTS WOULD PLACE GE AT A COMPETITIVE DISADVANTAGE BY LIMITING GE’S ABILITY TO MAINTAIN ITS CURRENT LEADERSHIP STRUCTURE.ATTRACT AND RETAIN KEY LEADERS. AtThe Board believes the timeproposal would adversely affect GE’s ability to attract senior-level executive talent, for which we compete globally with other companies. The sort of severance benefits that would be covered by the policy this proposal requests often arise in the context of negotiating an employment agreement with an external hire for a senior leadership position, particularly when a sign-on or similar one-time equity award is part of the most recent CEO transitionoverall compensation package necessary to induce the individual to leave a successful and well-compensated role at another company. As a result, implementing the proposal may interfere with GE’s ability to make binding offers of employment, including for roles that can have significant impact on GE’s performance and results. Requiring sign-on packages for “any senior manager” to be approved by shareholders would not allow us to be nimble and competitive in September 2018, the Board considered appointingrecruiting process, and candidates would not be willing to have their hiring be subject to a director from amongsubsequent shareholder approval. Similar dynamics can exist in developing packages to retain employees. The delay, uncertainty and expense of seeking shareholder approval in such circumstances demonstrate the impracticality of this proposal.members as independent Chairmanability to recruit and promoting an internal candidate or hiring an outside candidate as CEO. After deliberation,retain the independent directors determined that appointing Mr. Culp, one of our existing directors, to serve as CEO,best available executive talent. simultaneously appointing him as Chairman, was in the best interests of the companyGE and its shareholders.shareholders is even more evident today in a context where GE is working through a transformational period to establish three industry-leading independent companies with strong leadership teams at each. The independent directors determinedneed to retain competitive and flexible tools in the market for talent extends not just to the one GE that Mr. Culp wasexists today but to all three future companies. In addition, the best candidateBoard believes it is important to retain the flexibility to provide appropriate retention and possible future severance benefits for employees who are helping to drive this transformation but may face job insecurity following the strategy for the companytwo planned spin-offs of (i) our Healthcare business in early 2023, and the Board’s agenda as Chairman, while also leading the execution(ii) our combined Renewable Energy, Power and Digital businesses in early 2024, following which GE will be an aviation-focused company. For example, some employees who are currently part of that strategy as CEO. The independent directors concluded that combiningGE’s Corporate staff will be key to executing these roles was important to provide clarity on decision-making and accountability, particularly at a time of considerable change for the company, and that they could effectively mitigateseparations but may not assume positions with any potential conflicts that might result from combining the roles primarily through the duties of the lead director, as described below. We believethree future companies. The proposal would potentially eliminate the ability to take retention actions that the successfulBoard views as appropriate and swift executionnecessary for individuals whose roles and leadership are critical to navigating this transitional period and executing on ourthe strategic plan since Mr. Culp’s appointmentto maximize value for our shareholders.been assisted considerably by his holdinga longstanding policy, reflected in our Governance Principles, to obtain shareholder approval before paying certain types of severance benefits that would exceed 2.99 times the rolessum of both CEOthe executive’s base salary and Chairman.INDEPENDENT LEADERSHIP IS PROVIDED BY OUR LEAD DIRECTOR.Our Board is committed to exercising independent oversight of management, regardless of our leadership structure. The lead director role at GE is designed to empower bonus—the independent directors to serve as a check on management, and we believevery same ratio that the effectivenessshareholder proposal contemplates. The Board believes that GE’s existing policy, which is more carefully tailored than the overly broad proposal, strikes the right balance between shareholder rights and being able to be competitive in the market for talent. The existing policy includes the following specific features: (i) it applies to termination prior to retirement for performance reasons (as opposed to termination “for any reason,” as contemplated by the proposal), (ii) it allows certain exclusions to the types of this structure is consistently demonstrated, includingcompensation subject to the policy, such as payments of salary or bonus amounts that had accrued at the time of termination, and (iii) it applies to a clearly defined set of GE officers whose compensation is already disclosed to shareholders under SEC rules (as opposed to “any senior manager,” an undefined and potentially very broad population of employees, as contemplated by the proposal). As a result, the current policy enables GE to offer applicable post-termination benefits in situations we believe are appropriate, such as permitting equity vesting in the event of retirement after attaining retirement eligibility, or upon termination of GE employment in connection with GE transferring a business operation to a successor employer. Both of those are scenarios where we believe acceleration of equity vesting is appropriate and should not be subject to specific shareholder approval beyond the general say-on-pay advisory vote that we hold annually. The policy requested by the proposal would represent a significant broadening of an existing GE policy that we believe is already appropriately constructed, and that was itself the product of prior engagement with a shareholder proponent. Furthermore, we engage regularly with many of our most recent CEO transition. Our lead director, Tom Horton, the former Chairman and CEO of American Airlines, leads meetings of the independent directors and regularly meets with the Chairman for discussion of matters arising from these meetings. He also calls additional meetings of the independent directors or the entire Board as deemed appropriate, serves as a liaison on Board-related issues between the Chairmanlargest shareholders, and the independent directors, and performs such other functions as the Board may direct. As describedshareholders we have met with in the Board’s Governance Principles, these other functions include (1) advising the Governance Committee on the selection of committee chairs, (2) approving the agenda, schedule and information sent to the directors for Board meetings, (3) working with the Chairman to propose an annual schedule of major discussion items for the Board’s approval, (4) guiding the Board’s governance processes, including the annual Board self-evaluation, succession planning and other governance-related matters, (5) leading the annual Chairman evaluation, and (6) providing leadership to the Board if circumstances arise in which the role of the Chairman may be, or may be perceived to be, in conflict, and otherwise act as chairman of Board meetings when the Chairman isrecent years have not in attendance. The lead director oversees the Board’s periodic review of its leadership structure to evaluate whether it remains appropriate for the company. The lead director also frequently meets withraised concerns about our largest shareholders.existing policy.1 https://time.com/6114004/general-electric-workforce-public-subsidies/ 60GE HAS A ROBUST AND EFFECTIVE PROCESS FOR IDENTIFYING AND RECRUITING QUALIFIED, INDEPENDENT AND DIVERSE DIRECTORS. The Governance Committee and Board endeavor to have an experienced, qualified Board with high personal integrity and character, diversity of thought and expertise in areas relevant to GE. In this regard, the Governance Committee, which is comprised wholly of independent directors, employs a rigorous and thorough process for identifying, vetting and selecting the candidates that it nominates to serve on the Board, as described in this proxy statement under “Election of Directors” on page 6. It carefully evaluates all individuals recommended as candidates to the Board, including individuals suggested by shareholders (including employees), in light of multiple factors including each individual’s global business and operations experience, experience in the industries in which we compete, specific professional expertise (including finance and accounting, investment, technology, risk management, government and regulatory), diversity of background, including with respect to gender and ethnic diversity, and ability to satisfy applicable regulatory requirements such as independence. In addition, our by-laws allow shareholders who satisfy specific requirements to include director candidates directly in our proxy materials for consideration by all shareholders.20202022 PROXY STATEMENTannual meeting.Annual Meeting. Shareholders are encouraged to consult SEC Rule 14a-8 or our by-laws, as applicable, to see all applicable requirements. PROPOSALS FOR INCLUSION IN 20212023 PROXY DIRECTOR NOMINEES FOR INCLUSION
IN2021 2023 PROXY (PROXY ACCESS) OTHER PROPOSALS/NOMINEES TO BE
PRESENTED AT 20212023 MEETING**Type of proposal SEC rules permit shareholders to submit proposals for inclusion in our proxy statement by satisfying the requirements specified in SEC Rule 14a-8 A shareholder (or a group of up to 20 shareholders) owning at least 3% of GE stock for at least 3 years may submit director nominees (up to 20% of the Board) for inclusion in our proxy statement by satisfying the requirementsrequirement specified in Article VII, Section F of our by-laws*by-lawsShareholders may present proposals or director nominations directly at the annual meetingAnnual Meeting (and not for inclusion in our proxy statement) by satisfying the requirements specified in Article VII, Section D of our by-laws*by-lawsWhen proposal must be
received by GENo later than close of business (5 p.m. ET) on November 17, 202024, 2022No earlier than October 18, 202025, 2022 and no later than close of business (5 p.m. ET) on November 17, 202024, 2022Where to send
By email: shareholder. proposals@ge.comshareowner.proposals@ge.comWhat to include The information required by SEC Rule 14a-8 The information required by our by-laws* * Our by-laws are available on GE’s website (see“Helpful Resources”on page 65)77).** With respect to proposals not submitted pursuant to SEC Rule 14a-8 and nominees presented directly at the 2021 annual meeting,2023 Annual Meeting, SEC rules permit management to vote proxies in its discretion in certain cases if the shareholder does not comply with this deadline or, if this deadline does not apply, a deadline of the close of business (5 p. m. ET) on January 31, 2021,February 7, 2023, and in certain other cases notwithstanding the shareholder’s compliance with these deadlines.20202022 PROXY STATEMENT61 63How We Will Solicit ProxiesProxiesThe following table summarizes the Board’s voting recommendations for each proposal, the vote required for each proposal to pass and the effect of abstentions and broker non-votes on each proposal.VOTING ITEM BOARD
RECOMMENDATIONVOTING STANDARDS TREATMENT OF ABSTENTIONS & BROKER NON-VOTES Election of Directors FOR Majority of Votes Cast Not counted as votes cast and therefore no effect Say-on-Pay Auditor Ratification Discretionary voting by brokers permitted Long-Term Incentive Plan Not counted as votes cast and therefore no effect Shareholder Proposal No. 1 AGAINST Not counted as votes cast and therefore no effect Shareholder Proposal No. 2 Shareholder Proposal No. 3
If you encounter any difficulties accessing the meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual shareholder meeting log-in page.
Shareholders of record at the close of business on March 8, 2022 are eligible to vote at the meeting. Our voting securities consist of our $0.01 par value common stock (our preferred stock is not entitled to vote at the annual meeting), and there were 1,101,751,355 shares outstanding on the record date.
If your name is registered on GE’s shareholder records as the owner of shares, you are the “record holder.” If you hold shares as a record holder, there are four ways that you can vote your shares.● Over the Internet. Vote at www.proxyvote.com. The internet voting system is available 24 hours a day until 11:59 p.m. Eastern Time on Tuesday, May 3, 2022. Once you enter the internet voting system, you can record and confirm (or change) your voting instructions. ● You will need the 16-digit number included on your proxy card (if you received a paper copy of the proxy materials) to obtain your records and to vote. ● By telephone. You can vote by calling 1-800-454-VOTE. The telephone voting system is available 24 hours a day in the United States until 11:59 p.m. Eastern Time on Tuesday, May 3, 2022. Once you enter the telephone voting system, a series of prompts will tell you how to record and confirm (or change) your voting instructions. ● You will need the 16-digit number included on your Notice or your proxy card (if you received a paper copy of the proxy materials) in order to vote by telephone. ● By mail. If you received a paper copy of the proxy materials, mark your voting instructions on the proxy card and sign, date and return it in the postage-paid envelope provided. If you received only a Notice but want to vote by mail, the Notice includes instructions on how to request a paper proxy card. For your mailed proxy card to be counted, we must receive it before 11:59 p.m. Eastern Time on Tuesday, May 3, 2022. ● Online at the Annual Meeting. You may vote and submit questions while attending the Annual Meeting online via live audio webcast. Shares held in your name as the shareholder may be voted by you, while the polls remain open, at www.virtualshareholdermeeting.com/GE2022 during the meeting. ● You will need the 16-digit number included on your Notice or your proxy card (if you received a paper copy of the proxy materials) in order to be able to vote and enter the meeting. ● Even if you plan to attend the Annual Meeting online, we encourage you to vote in advance by internet, telephone or mail so that your vote will be counted even if you later decide not to attend the Annual Meeting.
For those shareholders whose shares are held by a broker, bank or other nominee, you must complete and return the voting instruction form provided by your broker, bank or nominee in order to instruct your broker, bank or nominee on how to vote. Unless you provide voting instructions, your shares may not be voted on any matter except for ratifying the appointment of our independent auditors. To ensure that your shares are counted in the other proposals to come before the Annual Meeting, we encourage you to provide instructions on how to vote your shares. Please refer to information from your bank, broker or other nominee on how to submit voting instructions.
If you are a shareholder of record, you will receive only one Notice or proxy form for all the shares of common stock you hold in certificate form, in book-entry form and in any company benefit plan.
If you are a RSP participant, the trustees of the RSP trust will vote the shares allocable to your RSP account as of March 7, 2022 as you instruct (you should consider this date the “record date” for purposes of the shares allocable to your RSP account). You may give instructions via telephone or the internet or by mailing the proxy form. If your valid proxy form is received by May 1, 2022 and it does not specify a choice, the trustee will vote the shares as the Board recommends. If your proxy form is not received by May 1, 2022 and you did not submit a vote via telephone or the internet by that date, shares allocable to your RSP account will not be voted. You may revoke a previously delivered proxy by either notifying the inspector of election in writing that you wish to
The SEC’s notice and access rule allows companies to deliver a Notice to shareholders in lieu of a paper copy of the proxy statement and annual report. The Notice provides instructions as to how shareholders can access the proxy statement and the annual report online, contains a listing of matters to be considered at the Annual Meeting and sets forth instructions as to how shares can be voted. Instructions for requesting a paper copy of the proxy statement and the annual report are set forth on the Notice.
Shareholders should specify their choice for each matter on the proxy form. If no specific instructions are given, proxies which are signed and returned will be voted in accordance with the Board’s recommendations.
You may change your vote by revoking your proxy at any time before it is exercised, which can be done by voting electronically during the meeting, by delivering a new proxy or by notifying the inspector of election in writing. If your GE shares are held for you in a brokerage, bank or other institutional account, you must contact that institution to revoke a previously authorized proxy. The address for the inspector of election is First Coast Results, Inc., 200 Business Park Circle, Suite 112, Saint Augustine, FL 32095.
Each share counts as one vote.
Broker non-votes occur on a matter up for vote when a broker, bank or other holder of shares you own in “street name” is not permitted to vote on that particular matter without instructions from you, you do not give such instructions and the broker, bank or other nominee indicates on its proxy form, or otherwise notifies us, that it does not have authority to vote its shares on that matter. Whether a broker has authority to vote its shares on uninstructed matters is determined by NYSE rules.
Individual votes of shareholders are kept private, except as necessary to meet legal requirements. Only the independent inspector and certain employees of GE and its agents have access to proxies and other individual shareholder voting records, and they must acknowledge in writing their responsibility to comply with this confidentiality policy.
Your proxy is being solicited on behalf of the BoardBoard.How We Use the Internet to Distribute Proxy MaterialsSince 2014, we have distributed proxy materials to some of our shareholders over the Internet by sending themWHAT IS “HOUSEHOLDING”?
Shareholders sharing a Notice of Internet Availability of Proxy Materials that explains how to access our proxy materials and vote online.HOW GE SHAREHOLDERS BENEFIT FROM E-PROXY.This “e-proxy” process, which was approved by the SEC in 2007, expedites our shareholders’ receipt of these materials, lowers the costs of proxy solicitation and reduces the environmental impact of our annual meeting.HOW TO OBTAIN A PRINTED COPY OF OUR PROXY MATERIALS.If you received a notice and would like us to send you a printedsingle address may receive only one copy of ourthe proxy materials, please followstatement and annual report or the instructions included in your notice or visitNotice, unless the applicable online voting website (see“Helpful Resources” on page 65).How Documents Will Be Delivered to Beneficial Owners Who Share an AddressIf you are the beneficial owner, but not the record holder, of shares of GE stock, and you share an address with other beneficial owners, yourtransfer agent, broker, bank or other institutionnominee has received contrary instructions from any owner at that address. This practice, known as householding, is permitteddesigned to deliver a single copy of this proxy statementreduce printing and our annual report for all shareholders at your address (unless one of them has already asked the nominee for separate copies).TO RECEIVE SEPARATE COPIES.To request an individual copy of this proxy statement and our annual report, or the materials for future meetings, write to GE Shareowner Services, c/o Mediant Communications, P.O. Box 8016, Cary, NC 27512-9903, or call 866.870.3684. We will promptly deliver them to you.mailing costs.TO STOP RECEIVING SEPARATE COPIES.● To receive separate copies. To request an individual copy of this proxy statement and our annual report, or the materials for future meetings, write to sendmaterial@proxyvote.com with the control number from your Notice in the subject line, or call 800-579-1639. We will promptly deliver them to you. ● To stop receiving separate copies. If you currently receive separate copies of these materials and wish to receive a single copy in the future, you will need to contact your broker, bank or other institution where you hold your shares.
If you have any questions about the proxy voting process, please contact the broker, bank or other institution where you hold your shares. The SEC also has a website (see “Helpful Resources” on page 77) with more information about your rights as a shareholder. Additionally, you may contact our Investor Relations team by following the instructions on our Investor Relations website (see “Helpful Resources” on page 77).IMPORTANT NOTICE REGARDING THE AVAILABILITY OF GE’S PROXY MATERIALS FOR THE 2020 ANNUAL MEETING:Important Notice Regarding the Availability of GE’s Proxy Materials for the 2022 Annual Meeting: annual reportAnnual Meeting website (see“Helpful Resources”on page 65)77). Shareholders can also sign up to receive proxy materials electronically by following the instructions below. GE will make a $1.00 donation to American Forests to help restore national forests throughout the United States for every shareholder who signs up for electronic delivery.annual report website or the personal investingShareholder Services page of our Investor Relations website (see“Helpful Resources”on page 65)77) and follow the instructions there. If you choose this option, you will receive an email with links to access the materials and vote your shares, and your choice will remain in effect until you notify us that you wish to resume mail delivery of these documents.stockshares through a bank, broker or other holder of record and you would like to receive future proxy materials electronically,please refer to the information provided by that entity for instructions on how to elect this option. You can also visit the personal investing page of our Investor Relations website for more information (see“Helpful Resources” on page 65).●Writing to GE Shareowner Services, c/o Mediant Communications, P.O. Box 8016, Cary, NC 27512-9903●Calling 866.870.3684●Going online towww.investorelections.com/GE●Emailingpaper@investorelections.comwith “GE Materials Request” in the subject line877.554.3777.6266 GE 20202022 PROXY STATEMENT
The purpose of this GE 2022 Long-Term Incentive Plan is to attract, retain and motivate current and prospective employees, officers, non-employee directors and other service providers of General Electric Company. Stock- and performance-based compensation provided under this Plan is designed to align such individuals’ interests and efforts with those of General Electric Company’s shareholders.
As used in the Plan, the following terms shall have the meanings set forth below:
Any Eligible Person is eligible for selection by the Committee to receive an Award.
This Plan became effective on [insert date] (the “Effective Date”). The Plan shall remain available for the grant of Awards until the 10th anniversary of the Effective Date; provided, however, that no Incentive Stock Option may be granted under this Plan after February 11, 2032. Notwithstanding the foregoing, the Plan may be terminated at such earlier time as the Board may determine. Termination of the Plan will not affect the rights and obligations of the Participants and the Company arising under Awards granted prior to such termination.
(a) Aggregate Limits. The aggregate number of shares of Common Stock issuable under the Plan shall be equal to 30 million shares of Common Stock plus (i) any shares of Common Stock that remain available for grant under the Prior Plan as of the date of shareholder approval of this Plan and (ii) any shares of Common Stock that become available for issuance under the Plan pursuant to Section V(c). The aggregate number of shares of Common Stock available for grant under this Plan and the number of shares of Common Stock subject to Awards outstanding at the time of any event described in Section XV shall be subject to adjustment as provided in Section XV. The shares of Common Stock issued under this Plan may be shares that are authorized and unissued or shares that were reacquired by the Company, including shares purchased in the open market or in private transactions.
(a) Administrator of the Plan. The Plan shall be administered by the Committee. To the maximum extent permissible under applicable law, the Committee (or any successor) may by resolution delegate any or all of its authority to one or more subcommittees composed of one or more directors or officers of the Company (with the power to re-delegate such authority), and any such subcommittee (or its delegate) shall be treated as the Committee for all purposes under this Plan; provided, however, that no Award may be granted to an Eligible Person who is then subject to Section 16 of the Act in respect of the Company by any such subcommittee unless such subcommittee is composed solely of two or more “non-employee directors” within the meaning of Rule 16b-3(b)(3) promulgated under the Act. The Committee may
(a) Terms Set Forth in Award Agreement. Awards may be granted to Eligible Persons as determined by the Committee at any time, and from time to time, prior to the termination of the Plan. Receipt of an Award does not obligate the Committee to provide future Awards to an Eligible Person. The terms and conditions of each Award shall be set forth in an Award Agreement that includes (other than for Restricted Stock) the time or times at or within which the shares of Common Stock or cash, as applicable, may be acquired from the Company and the consideration, if any, that must be paid. Such Award Agreement may contain, incorporate or reference such applicable terms and conditions described in this Plan and/or such other terms and conditions determined by the Committee consistent with its authority under this Plan. The terms of Awards may vary among Participants, and the Plan does not impose upon the Committee any requirement to make Awards subject to uniform terms or interpretations. Accordingly, individual Award Agreements may vary.
(a) Grant, Term and Price. The grant, issuance, vesting, exercise or settlement of any Option shall occur at such time and be subject to such terms and conditions as determined by the Committee or under criteria established by the Committee, which may include conditions based on continued employment or engagement, passage of time, attainment of age and/or service requirements, and/or satisfaction of performance conditions. The term of an Option shall in no event be greater than 10 years, except that the term of an Option (other than an Incentive Stock Option) shall be automatically extended if the Participant holding such Option is prohibited by law or the Company’s insider trading policy from exercising the Option at the time of its scheduled expiration, in which case the Option shall expire on the 30th day following the date such prohibition no longer applies. The Committee will establish the price at which
(a) General Terms. The grant, issuance, vesting, exercise or settlement of any Stock Appreciation Right shall occur at such time and be subject to such terms and conditions as determined by the Committee or under criteria established by the Committee, which may include conditions based on continued employment or engagement, passage of time, attainment of age and/or service requirements, and/or satisfaction of performance conditions. The term of a Stock Appreciation Right shall in no event be greater than 10 years, except that the term of a Stock Appreciation Right shall be automatically extended if the Participant holding such Stock Appreciation Right is prohibited by law or the Company’s insider trading policy from exercising the Stock Appreciation Right at the time of its scheduled expiration, in which case the Stock
(a) Vesting and Performance Criteria. The grant, issuance, vesting or settlement of any Restricted Stock or Restricted Stock Units shall occur at such time and be subject to such terms and conditions as determined by the Committee or under criteria established by the Committee, which may include conditions based on continued employment or engagement, passage of time, attainment of age and/or service requirements, and/or satisfaction of performance conditions. In addition, the Committee shall have the right to grant Restricted Stock or Restricted Stock Unit Awards as the form of payment for grants or rights earned or due under other compensation plans or arrangements of the Company.
(a) General Terms. Subject to limitations under applicable law, the Committee is authorized to grant to Eligible Persons such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, the value of Common Stock, as deemed by the Committee to be consistent with the purposes of the Plan. The Committee shall determine the terms and conditions of such Other Stock-Based Awards. Common Stock delivered pursuant to an Other Stock-Based Award in the nature of a purchase right granted under this Section XI shall be purchased for such consideration and paid for at such times, by such methods and in such forms (including cash, Common Stock, other Awards or other property) as the Committee shall determine.
The Committee may establish performance criteria and level of achievement versus such criteria that shall determine the amount of cash or the number of shares of Common Stock, Options, SARs, Restricted Stock or Restricted Stock Units to be granted, retained, vested, issued or paid pursuant to a Performance Award. A Performance Award may be identified as “Performance Share,” “Performance Equity,” “Performance Unit” or other such term as chosen by the Committee. Participants shall have no voting rights and will have no rights to receive dividends or Dividend Equivalents in respect of a Performance Award that is an Option or Stock Appreciation Right or any shares of Common Stock subject to such Option or Stock Appreciation Right until the Participant has become the holder of record of such shares. Shares underlying other Performance Awards shall be entitled to Dividend Equivalents only to the extent provided by the Committee; provided, however, that such Dividend Equivalents will be subject to the same vesting conditions as the underlying Performance Award.
The Committee may, in an Award Agreement or otherwise, provide for the deferred delivery of Common Stock or cash upon vesting or other events with respect to Restricted Stock Units or Other Stock-Based Awards. Notwithstanding any provision of the Plan to the contrary, (i) no Award shall provide for deferral of compensation that does not comply with Section 409A of the Code and (ii) in no event will any election to defer the delivery of Common Stock or any other payment with respect to any Award be allowed if the Committee determines, in its sole discretion, that the deferral would result in the imposition of additional tax under Section 409A of the Code. None of the Company, its Affiliates, the Board, the Committee or any delegates thereof shall have any liability for its actions or otherwise to a Participant or any other party if an Award that is intended to be exempt from or compliant with Section 409A of the Code is not so exempt or compliant.
The Committee may provide that the Common Stock subject to or issued upon exercise or settlement of an Award shall be subject to such further agreements, restrictions, conditions or limitations as the
(a) The number and kind of shares of Common Stock available for issuance under this Plan (including under any Awards then outstanding) shall be equitably adjusted by the Committee to reflect any reorganization, reclassification, combination of shares, stock split, reverse stock split, spin-off, dividend or distribution of securities, property or cash (other than regular, quarterly cash dividends), or any other event or transaction that affects the number or kind of shares of Common Stock outstanding. Such adjustment may be designed to (i) comply with Section 424 of the Code, (ii) treat the shares of Common Stock available under the Plan and subject to Awards as if they were all outstanding on the record date for such event or transaction, and/or (iii) increase the number of such shares of Common Stock to reflect a deemed reinvestment in shares of Common Stock of the amount distributed to the Company’s shareholders. The terms of any outstanding Award shall also be equitably adjusted by the Committee as to price, number or kind of shares of Common Stock subject to such Award, vesting, performance criteria, and other terms to reflect the foregoing events, which adjustments need not be uniform as between different Awards or different types of Awards. No fractional shares of Common Stock shall be issued or issuable pursuant to such an adjustment.
Each Award may not be sold, transferred for value, pledged, assigned, or otherwise alienated or hypothecated by a Participant, and each Option or Stock Appreciation Right shall be exercisable only by the Participant during his or her lifetime. Notwithstanding the foregoing, as permitted by the Committee under procedures it establishes, a Participant may (i) transfer or assign an Award as a gift to any “family member” (as such term is defined for purposes of the Registration Statement on Form S-8) who may be entitled to exercise any assigned Options or Stock Appreciation Rights only during the lifetime of the assigning Participant and (ii) designate one or more beneficiaries with respect to Awards in the event of a Participant’s death who may be entitled to exercise any Options or Stock Appreciation rights as provided by the Committee. In such case, such family member or beneficiary shall not further sell, pledge, transfer, assign or otherwise alienate or hypothecate such Award, and the Participant’s estate will be deemed the beneficiary in the absence of a beneficiary designation.
(a) This Plan, the grant, issuance, vesting, exercise and settlement of Awards hereunder, and the obligation of the Company to sell, issue or deliver shares of Common Stock under such Awards, shall be subject to all applicable foreign, federal, state and local laws, governmental
To the extent required by applicable foreign, federal, state or local law, a Participant shall (and the Committee may) make arrangements acceptable to the Company for the satisfaction of any tax withholding obligations that arise with respect to any Award or the issuance or sale of any shares of Common Stock. The Company shall not be required to recognize any Participant’s rights, issue shares of Common Stock, or recognize the disposition of shares of Common Stock, under an Award until such obligations are satisfied. To the extent permitted or required by the Committee, these obligations may or shall be satisfied by (i) the Company withholding cash from any compensation otherwise payable to or for the benefit of a Participant, (ii) the Company withholding a portion of the shares of Common Stock that otherwise would be issued to a Participant under such Award or any other Award held by the Participant, or (iii) the Participant tendering to the Company cash or shares of Common Stock. None of the Company, its Affiliates, the Board, the Committee or any delegates thereof shall be liable to a Participant or any other person as to any tax consequence expected but not realized (or unexpected and realized) due to the grant, issuance, vesting, exercise or settlement of any Award.
The Board or its designee may amend, alter, suspend or terminate the Plan at any time and for any reason, and the Committee or its designee may amend or alter any Award Agreement or other document evidencing an Award made under this Plan. Notwithstanding the foregoing and except as provided in Section XV, no such amendment shall, without the approval of the shareholders of the Company:
Neither the adoption of this Plan by the Board nor the submission of this Plan to the shareholders of the Company for approval shall be construed as creating any limitations on the power of the Board or the Committee to adopt such other incentive arrangements as either may deem desirable, including the granting of equity awards otherwise than under this Plan, and such arrangements may be either generally applicable or applicable only in specific cases.
This Plan and any Award Agreements or other documents hereunder shall be interpreted and construed in accordance with the laws of the State of New York and applicable federal law, including securities laws. All references in this Plan or an Award Agreement or similar document to laws, rules, regulations, contracts, agreements and instruments refer to (i) all rules, regulations and administrative guidance promulgated thereunder, (ii) such items as they may be amended from time to time and (iii) any successor law, rule or regulation of similar effect or applicability.
Nothing in this Plan or related to any Award shall itself (i) constitute an employment contract with the Company or its Affiliate, (ii) confer upon any Participant any right to continue employment or service for any specified period of time or (iii) limit in any way the right of the Company or its Affiliates to terminate any Participant’s employment, service on the Board or other service at any time and for any reason not prohibited by law. Subject to Sections IV and XIX, this Plan and the benefits hereunder may be terminated at any time in the sole and exclusive discretion of the Board without giving rise to any liability on the part of the Company, its Affiliates, the Board, the Committee or any delegates thereof.
If, upon Separation from Service, a Participant is a “specified employee” within the meaning of Section 409A of the Code, any payment under this Plan that is subject to Section 409A of the Code and would otherwise be paid within six months after the Participant’s Separation from Service will instead be paid in the seventh month following the Participant’s Separation from Service.
If any provision of the Plan or any Award shall be held unlawful or otherwise invalid or unenforceable in whole or in part, the unlawfulness, invalidity, or unenforceability shall not affect any other provision of the Plan or any Award, each of which shall remain in full force and effect. Likewise, if the Committee determines that any provision would disqualify the Plan or any Award under any law, rule or regulation it deems applicable, such provision shall be construed or deemed amended to conform with the applicable law, rule or regulation, as determined by the Committee.
The Plan is intended to be an unfunded plan, and Participants are general creditors of the Company with respect to their Awards. If the Committee or the Company chooses to set aside funds in a trust or otherwise for the payment of Awards under the Plan, such funds shall at all times be subject to the Company’s creditors.
Headings are used within the Plan, Award Agreements and other related documents solely as a convenience shall not be deemed in any way material or relevant to the construction or interpretation of any provision of the Plan. The use of the word “including” following any general statement in the Plan, Award Agreements or any related documents shall not be construed to limit the scope of such statement, regardless of whether it is accompanied by non-limiting language (such as “without limitation”).
If a Participant’s Termination of Employment or Separation from Service is for Cause or if the Committee determines in its sole discretion that a Participant has engaged in conduct that (a) constitutes a breach of an agreement with the Company or its Affiliate, (b) results in (or has the potential to cause) material harm financially, reputationally, or otherwise to the Company or its Affiliate or (c) occurred prior to the Participant’s Termination of Employment or Separation from Service and would give rise to a termination for Cause (regardless of whether such conduct is discovered before, during or after the Participant’s Termination of Employment or Separation from Service), the Participant shall forfeit the Participant’s right to any unvested or unexercised Awards and may be required to repay any cash, Common Stock or other property received pursuant to vested and exercised Awards to the extent recovery is permitted by law. The remedy under this Section XXI is not exclusive and shall not limit any right of the Company under applicable law, including a remedy under (i) Section 10D of the Act, (ii) any applicable rules or regulations promulgated by the Securities and Exchange Commission or any national securities exchange or national securities association on which shares of the Company may be traded, and/or (iii) any Company policy adopted with respect to compensation recoupment.Who Is Entitled to VoteShareholdersExplanation of record at the close of business on March 9, 2020 are eligible to vote at the meeting. Our voting securities consist of our $0.06 par value common stock (our preferred stock is not entitled to vote at the annual meeting),Non-GAAP Financial Measures and there were 8,741,317,281 shares outstanding on the record date. Each share outstanding on the record date is entitled to one vote for each director nominee and one vote for each of the other proposals to be voted on. Treasury shares are not voted.How You Can Vote Before the MeetingWe encourage shareholders to submit their votes in advance of the meeting. To submit your votes by Internet, follow the instructions on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials. If you received your materials by mail, you can also vote by telephone or simply complete and return the proxy or voting instruction form in the envelope provided. If you vote in advance using one of these methods, you are still welcome to attend the meeting and vote in person.How You Can Vote in Person at the MeetingShareholders who hold shares directly with the company may attend the meeting and vote in person or may execute a proxy designating a single representative to attend and vote on their behalf. If you do not hold your shares directly with us and they are instead held for you in a brokerage, bank or other institutional account, you may attend and vote in person if you obtain a proxy from that institution in advance of the meeting and bring it with you to hand in along with the ballot that will be provided. In light of the evolving COVID-19 situation, we strongly recommend that you vote your shares in advance of the meeting as instructed above, even if you plan to attend the meeting.How You Can Change Your VoteYou may change your vote by revoking your proxy at any time before it is exercised, which can be done by voting in person at the meeting, by delivering a new proxy or by notifying the inspector of election in writing. If your GE shares are held for you in a brokerage, bank or other institutional account, you must contact that institution to revoke a previously authorized proxy. The address for the inspector of election is First Coast Results, Inc., 200 Business Park Circle, Suite 112, Saint Augustine, FL 32095.We Have a Confidential Voting PolicyIndividual votes of shareholders are kept private, except as necessary to meet legal requirements. Only the independent inspector and certain employees of GE and its agents have access to proxies and other individual shareholder voting records, and they must acknowledge in writing their responsibility to comply with this confidentiality policy.Voting Standards and Board RecommendationsVOTING ITEMBOARDRECOMMENDATIONVOTINGSTANDARDTREATMENT OFABSTENTIONS& BROKERNON-VOTESElection of directors
FORMajority of Votes CastNot counted as votes cast and therefore no effectSay-on-payFORAuditor ratificationFORShareholderproposal
AGAINST WE HAVE A MAJORITY VOTING STANDARD FOR DIRECTOR ELECTIONS.Each director nominee who receives a majority of the votes cast will be elected. Any current director who does not meet this standard is subject to the Board’s policy regarding resignations by directors who do not receive a majority of “For” votes, which is described in the Board’s Governance Principles (see“Helpful Resources” on page 65). All other matters are approved if supported by a majority of votes cast.Performance MetricsHow Proxies Will Be VotedPROXIES WILL BE VOTED AS YOU SPECIFY OR, IF YOU DON’T SPECIFY, AS RECOMMENDED BY THE BOARD.The shares represented by all valid proxies that are received on time will be voted as specified. When a valid proxy form is received and it does not indicate specific choices, the shares represented by that proxy will be voted in accordance with the Board’s recommendations.WHAT HAPPENS IF OTHER MATTERS ARE PROPERLY PRESENTED AT THE MEETING.If any matter not describedreasons we use non-GAAP financial measures in this proxy statement, and the reconciliations to their most directly comparable GAAP financial measures follow.properly presented for a vote at the meeting, the persons named on the proxy will vote in accordance with their judgment.set forth below.WHAT HAPPENS IF2021 FREE CASH FLOWS (FCF) (Non-GAAP)(DOLLARS IN MILLIONS) AVIATION HEALTHCARE RENEWABLES GE INDUSTRIAL CFOA (GAAP) $ 2,815 $ 1,471 $ (1,576 ) $ 1,530 Add: gross additions to property, plant and equipment(a) (445 ) (242 ) (349 ) (1,250 ) Add: gross additions to internal-use software(a) (61 ) (6 ) (9 ) (107 ) Less: CFOA impact from factoring programs discontinued in 2021 (2,006 ) (1,481 ) (539 ) (5,108 ) Less: taxes related to business sales — — — 189 Free cash flows (Non-GAAP) $ 4,315 $ 2,705 $ (1,395 ) $ 5,092 Less: prior period CFOA impact from factoring programs discontinued in 2021(b) (314 ) — (195 ) (739 ) Free cash flows excluding discontinued factoring (Non-GAAP) $ 4,629 $ 2,705 $ (1,200 ) $ 5,831 Add: Adjustment related to budget assumptions for discontinued factoring at Healthcare N/A 144 N/A N/A Pro forma Free cash flows (Non-GAAP) $ 4,629 $ 2,849 $ (1,200 ) $ 5,831 (a) (b) DIRECTOR NOMINEE IS UNABLE TO SERVE.We do not know of any reason why any nominee would be unable to serve as a director. If any nominee is unable to serve, the Board can either nominate a different individual or reduce the Board’s size. If it nominates a different individual, the shares represented by all valid proxies will be voted for that nominee.Important Voting Information for Beneficial OwnersIf your GE shares are held for you in a brokerage, bank or other institutional account, you are considered the beneficial owner of those shares, but not the record holder. This means that you vote by providing instructions to your broker rather than directlyreconciliation to the company. Unless you provide specific voting instructions, your brokermost directly comparable GAAP measure is not permitted to vote your shares on your behalf, except on the proposal to ratify KPMG. For your vote on any other matters to be counted, you will need to communicate your voting decisions to your broker, bank or other institution before the date of the annual meeting using the voting instruction form that the institution provides to you. If you would like to vote your shares at the meeting, you must obtain a proxy from your financial institution and bring it with you to hand in with your ballot.set forth below.(DOLLARS IN MILLIONS) 2021 2020 V% GE Industrial revenues (GAAP) $ 71,136 $ 73,100 (3 )% GE Industrial costs and expenses (GAAP) $ 72,118 $ 77,252 (7 )% Less: interest and other financial charges 901 1,270 Less: debt extinguishment costs 1,721 63 Less: non-operating benefit costs 1,785 2,424 Less: restructuring & other 387 693 Less: Steam asset impairment — 363 Less: SEC settlement charge — 100 Less: goodwill impairments — 728 Add: noncontrolling interests 28 (161 ) GE Industrial adjusted costs (Non-GAAP) $ 67,351 $ 71,450 (6 )% GE Industrial Other income (GAAP) $ 2,237 $ 11,444 (80 )% Less: gains (losses) on equity securities 1,209 (1,891 ) Less: restructuring & other 7 13 Less: gains (losses) on purchases and sales of business interests (44 ) 12,452 GE Industrial adjusted other income (Non-GAAP) $ 1,064 $ 871 22 % GE Industrial profit (loss) (GAAP) $ 1,255 $ 7,291 (83 )% GE Industrial profit (loss) margin (GAAP) 1.8 % 10.0 % (8.2 )pts GE Industrial adjusted profit (loss) (Non-GAAP) $ 4,849 $ 2,520 92 % GE Industrial adjusted profit (loss) margin (Non-GAAP) 6.8 % 3.4 % 3.4 pts 20202022 PROXY STATEMENT 6375Important Voting Information for Retirement Savings Plan ParticipantsIf you are a RSP participant, the trustee of the RSP trust will vote the shares allocable to your RSP account as of March 6, 2020 as you instruct (you should consider this date the “record date” for purposes of the shares allocable to your RSP account). You may give instructions via telephone or the Internet or by mailing the proxy form. If your valid proxy form is received by May 1, 2020Industrial Organic Revenues and it does not specify a choice, the trustee will vote the shares as the Board recommends. If your proxy form is not received by May 1, 2020 and you did not submit a vote via telephone or the Internet by that date, shares allocable to your RSP account will not be voted. You may revoke a previously delivered proxy by either notifying the inspector of election in writing that you wish torevoke or by delivering a subsequent proxy by May 1, 2020. The address for the inspector of election is First Coast Results, Inc., 200 Business Park Circle, Suite 112, Saint Augustine, FL 32095. For more information about the voting process, you can call the GE RSP Service Center at 1-877-55-GERSP (1-877-554-3777).How You Can Obtain More InformationIf you have any questions about the proxy voting process, please contact the broker, bank or other institution where you hold your shares. The SEC also has a website (see“Helpful Resources” on page 65) with more information about your rights as a shareholder. Additionally, you may contact our Investor Relations team by following the instructions on our Investor Relations website (see“Helpful Resources” on page 65).DATETIMEMay 5, 202010:00 a.m., Eastern TimeLOCATIONThe Westin Boston Waterfront425 Summer Street, Boston, MA 02210We Have Security and Admission Policies for the Annual MeetingProfitinvite all GE shareholders (asbelieve these measures provide management and investors with a more complete understanding of underlying operating results and trends of established, ongoing operations by excluding the record date)effect of acquisitions, dispositions and foreign currency, as these activities can obscure underlying trends. A reconciliation to attend the annual meeting. For the safety of all meeting attendees, we have implemented the following security and admission policies.most directly comparable GAAP measure is set forth below.SECURITY PROCEDURES.GE INDUSTRIAL ORGANIC REVENUES (NON-GAAP)For security reasons, you will need both an admission card and a current government-issued picture identification (such as a driver’s license or a passport) to enter the meeting. Please follow the instructions below and an admission card will be mailed to you. The company may implement additional security procedures to ensure the safety of meeting attendees and/or GE property, including prohibiting attendees from taking photographs or videos.WHO CAN ATTEND THE MEETING.Attendance is limited to GE shareholders as of the record date (or their named representative) and members of their immediate family. We reserve the right to limit the number of representatives who may attend.We intend to hold our annual meeting in person. However, we are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light of the evolving coronavirus (COVID-19) situation. As a result, we may impose additional procedures or limitations on meeting attendees (beyond those described above) or may decide to hold the meeting in a different location or solely by means of remote communication (i.e., a virtual-only meeting). We plan to announce any such updates on our proxy website (www.ge.com/proxy), and we encourage you to check this website prior to the meeting if you plan to attend.How You Can Obtain an Admission CardIf you plan to attend, please follow the instructions below that correspond to how you hold your GE shares.If you hold your GE shares directly with the company and you received a proxy form, or you hold your GE shares through the GE Retirement Savings Plan,please follow the advance registration instructions on the top portion of your proxy form, which was included in the mailing from the company.If you hold your GE shares directly with the company, and you received a Notice of Internet Availability of Proxy Materials or you received your proxy materials by email,please follow the advance registration instructions provided when you vote on the Internet or, if you are able to vote by telephone, please follow the steps below for submitting an advance registration request and include a copy of your Notice of Internet Availability of Proxy Materials or email, as applicable, as your proof of ownership.If you hold your GE shares through a brokerage, bank or other institutional account,please send an advance registration request to GE Shareowner Services, 1 River Road, Building 5 3W, Schenectady, NY 12345, and include the following information:(DOLLARS IN MILLIONS) 2021 2020 V% GE Industrial revenues (GAAP) $ 71,136 $ 73,100 (3)% Less: acquisitions 19 (67 ) Less: business dispositions(a) (33 ) 1,447 Less: foreign currency effect(b) 964 — GE Industrial organic revenues (Non-GAAP) $ 70,186 $ 71,720 (2)% GE INDUSTRIAL ADJUSTED ORGANIC PROFIT (NON-GAAP) (DOLLARS IN MILLIONS) 2021 2020 V% GE Industrial adjusted profit (loss) (Non-GAAP) $ 4,849 $ 2,520 92% Less: acquisitions (29 ) 15 Less: business dispositions (2 ) 367 Less: foreign currency effect 16 — GE Industrial adjusted organic profit (loss) (Non-GAAP) $ 4,865 $ 2,138 F GE Industrial adjusted profit (loss) margin (Non-GAAP) 6.8 % 3.4 % 340bps GE Industrial adjusted organic profit (loss) margin (Non-GAAP) 6.9 % 3.0 % 390bps ●Your(a)nameand complete mailingaddress;●Thenames of any family memberswho will accompany you (GE reserves the right to limit the number of guests);●If you will be naming a representative to attend the meeting on your behalf, the name, address and telephone number of that individual; and●Proof that you own GE shares as of the record date(such as a letter from your bank or broker or a photocopy of your voting instruction form or Notice of Internet Availability of Proxy Materials).HAVE A QUESTION ABOUT ADMISSION TO THE ANNUAL MEETING?
VisitDispositions impact in 2020 primarily related to our Investor Relations website(see“Helpful Resources” on page 65)BioPharma business, with revenues of $830 million.
WithinForeign currency impact in 2021 was primarily driven by U. S. Dollar appreciation against the US,call GE Shareowner Services800.786.2543 (800.STOCK.GE)
Outside the US,call GE Shareowner Services651.450.4064euro, Chinese renminbi, and British pound.64ORGANIC REVENUES, PROFIT (LOSS) AND PROFIT MARGIN BY SEGMENT (NON-GAAP)REVENUES PROFIT (LOSS) PROFIT MARGIN (DOLLARS IN MILLIONS) 2021 2020 V% 2021 2020 V% 2021 2020 V PTS Aviation (GAAP) $ 21,310 $ 22,042 (3 )% $ 2,882 $ 1,229 F 13.5 % 5.6 % 7.9pts Less: acquisitions — — — — Less: business dispositions — 48 — (48 ) Less: foreign currency effect 21 — (18 ) — Aviation organic (Non-GAAP) $ 21,289 $ 21,994 (3 )% $ 2,900 $ 1,277 F 13.6 % 5.8 % 7.8pts Healthcare (GAAP) $ 17,725 $ 18,009 (2 )% $ 2,966 $ 3,060 (3 )% 16.7 % 17.0 % (0.3)pts Less: acquisitions 19 (96 ) (29 ) (43 ) Less: business dispositions — 911 — 373 Less: foreign currency effect 308 — 114 — Healthcare organic (Non-GAAP) $ 17,398 $ 17,194 1 % $ 2,881 $ 2,729 6 % 16.6 % 15.9 % 0.7pts Renewable Energy (GAAP) $ 15,697 $ 15,666 — % $ (795 ) $ (715 ) (11 )% (5.1 )% (4.6 )% (0.5)pts Less: acquisitions — — — — Less: business dispositions — 33 — (4 ) Less: foreign currency effect 414 — (39 ) — Renewable Energy organic (Non-GAAP) $ 15,283 $ 15,633 (2 )% $ (756 ) $ (711 ) (6 )% (4.9 )% (4.5 )% (0.4)pts Power (GAAP) $ 16,903 $ 17,589 (4 )% $ 726 $ 274 F 4.3 % 1.6 % 2.7pts Less: acquisitions — — — — Less: business dispositions 26 220 (2 ) 7 Less: foreign currency effect 203 — (59 ) — Power organic (Non-GAAP) $ 16,674 $ 17,370 (4 )% $ 788 $ 267 F 4.7 % 1.5 % 3.2pts 20202022 PROXY STATEMENTANNUAL MEETING Proxy & supplemental materialsAnnual Meeting websitewww.ge.com/ proxyannualmeetingOnline voting for registered holders &
and RSP participantswww.proxypush.com/GEwww.proxyvote. com Online voting for beneficial owners www.proxyvote.com/www.proxyvote. com Questions regarding admission www.ge.com/ proxyannualmeetingWebcast www.ge.com/investor-relations/events-reportswww.virtualshareholdermeeting.com/GE2022 SEC website on proxy matters www.sec.gov/www.sec. gov/spotlight/ proxymatters.shtmlproxymatters. shtmlElectronic delivery of future
proxy materialswww.ge.com/investor-relations/ individual-investorsshareholder-servicesInformation for GE RSP Participantswww.oneHR.ge.comwww.oneHR. ge.com BOARD OF DIRECTORS GE Board and Governance
Documentswww.ge.com/investor-relations/ governance/board-of-directorsBoard committeeswww.ge.com/investor-relations/governance/board-of-directorsAudit Committee Charterwww.ge.com/sites/default/files/AC_charter.pdfCompensation Committee Charterwww.ge.com/sites/default/files/MDCC_charter.pdfGovernance Committee Charterwww.ge.com/sites/default/files/GPAC_charter.pdfCommunicating concerns to directorswww.ge.com/investor-relations/governance/board-of-directorsDirector independencewww.ge.com/investor-relations/governance/board-of-directorsgovernance FINANCIAL REPORTING Annual report www.ge.com/annualreportEarnings & financial reportswww.ge.com/investor-relations/ financial-highlightsannual-reportForward-looking statements www.ge.com/investor-relations/important-forward-looking-statement-information GE Corporate website www.ge.com LeadersLeadershipwww.ge.com/ company/about-us/leadership/executives.htmlexecutivesInvestor Relations www.ge.com/ investor-relations/overviewinvestor-relationsOmbudsperson process https://www.ge.com/ company/governance/ombudsperson_process/index.htmlsites/default/files/S&L_Booklet_English_0. pdfESG/Sustainability Information www.ge.com/sustainability GOVERNANCE DOCUMENTSBy-lawswww.ge.com/investor-relations/bylawsCertificate of Incorporationwww.ge.com/investor-relations/certofincCode of conduct set forth in The Spirit & The Letterwww.ge.com/investor-relations/codeofconductGovernance Principleswww.ge.com/investor-relations/governanceprinciples
A service technician kneels on the nacelle of one of 24 GE Renewable Energy 2.85 MW onshore wind turbines at McLean Mountain wind farmPictured: Aviation’s Aaron Perry in Ontario, Canada, ownedOhio, U.S.A, Healthcare’s Juan Lv in Beijing, China, and operated by Northland Power.
BACK COVERPrototype of the world’s most powerful offshore wind turbine, the HaliadeTM-X, which already is breaking recordsGas Power’s Kelvin Aaron in South Carolina, U.S.A., building a world that works for power production by a wind turbine. The machine’s rotor and 12-MW generator started supplying electricity to Dutch customers for the first time in December of 2019.tomorrow.WHERE CAN YOU FIND MORE INFORMATION 
Forward-Looking Statements20202022 PROXY STATEMENT 6577
Shareowner ServicesP.O. Box 64945St. Paul, MN 55164-0945
1 RIVER RD, BLDG 5-3W
SCHENECTADY, NY 12345
Address change? VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 3, 2022 for shares held directly and by 11:59 p.m. Eastern Time on May 1, 2022 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.
Mark, box, sign and indicate changes below: date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D73620-P70222-Z82109 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. ☐GENERAL ELECTRIC COMPANY
of the following director nominees (1a through 1m):Vote by Internet, Telephone or Mail24 Hours a Day, 7 Days a WeekYour phone or Internet vote authorizes the named proxiesto vote your shares in the same manner as if you marked,signed and returned your proxy card.
INTERNET/MOBILE– www.proxypush.com/GEElection of Directors(or scan the QR code below with your mobile device)Use the Internet to vote your proxy until 11:59 p.m. (CT) on May 4, 2020.
PHONENominees:–1-866-883-3382ForAgainst Abstain Use a touch-tone telephone to vote your proxy until 11:59 p.m. (CT) on May 4, 2020.
MAIL– Mark, sign and date your proxy card and return it in the postage-paid envelope provided.If you vote your proxy by Internet/mobile or by phone, you do NOT need to mail back your Proxy Card.
Election of Directors (the Board recommends a vote FOR)FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN 1. Sébastien Bazin ☐ ☐ ☐ 5. Edward Garden ☐ ☐ ☐ 9. Paula Rosput Reynolds ☐ ☐ ☐ 2. Ashton Carter ☐ ☐ ☐ 6. Thomas Horton ☐ ☐ ☐ 10. Leslie Seidman ☐ ☐ ☐ 3. H. Lawrence Culp, Jr. ☐ ☐ ☐ 7. Risa Lavizzo-Mourey ☐ ☐ ☐ 11. James Tisch ☐ ☐ ☐ 4. Francisco D’Souza ☐ ☐ ☐ 8. Catherine Lesjak ☐ ☐ ☐ 
Please fold here – Do not separate☐ ☐ ☐ 1b. Sébastien Bazin ☐ ☐ ☐ 1c. Ashton Carter ☐ ☐ ☐ 1d. H. Lawrence Culp, Jr. ☐ ☐ ☐ 1e. Francisco D'Souza ☐ ☐ ☐ 1f. Edward Garden ☐ ☐ ☐ 1g. Isabella Goren ☐ ☐ ☐ 1h. Thomas Horton ☐ ☐ ☐ 1i. Risa Lavizzo-Mourey ☐ ☐ ☐ 1j. Catherine Lesjak ☐ ☐ ☐ 1k. Tomislav Mihaljevic ☐ ☐ ☐ 1l. Paula Rosput Reynolds ☐ ☐ ☐ 1m. 
☐ ☐ ☐ Management Proposals (the Board recommends a vote FOR)12.The Board of Directors recommends you vote FOR proposals 2, 3 and 4:For Against Abstain 2. Advisory Approval of Our Named Executives’Executives' Compensation☐ ☐ For☐ Against☐ Abstain13.3.Ratification of KPMGDeloitte as Independent Auditor for 20202022☐ ☐ ☐ 4. ☐ ForApproval of the 2022 Long-Term Incentive Plan ☐ Against☐ Abstain☐ Shareholder Proposal (the Board recommends a vote AGAINST)Proposals14.The Board of Directors recommends you vote AGAINST proposals 5, 6 and 7:For Against Abstain 5. Require the ChairmanCessation of Stock Option and Bonus Programs☐ ☐ ☐ 6. Require Shareholder Ratification of Termination Pay ☐ ☐ ☐ 7. Require the Board to be IndependentNominate an Employee Representative Director ☐ For☐ Against☐ Abstain THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, WILL BE VOTED AS THE BOARD RECOMMENDS.Date Please date this Proxy and sign exactly as your name(s) appears on Proxy. If held in joint tenancy, all persons should sign. Trustees, administrators, etc. should include their title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy.Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 
Dear Shareholder:You
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are invited to attend GE’s 2020 Annual Meeting to be held on Tuesday, May 5, 2020,available at 10:00 a.m. Eastern Time at the Westin Boston Waterfront, 425 Summer Street, Boston, MA 02210.www.proxyvote.com.Whether or not you plan to attend the meeting, you can be sure that your shares are represented at the meeting by promptly voting by Internet, telephone or mail as described on the other side of this form.All persons attending the meeting must present an admission card and a current government-issued picture identification. Please follow the advance registration instructions below and an admission card will be sent to you.ADVANCE REGISTRATION INSTRUCTIONS●If you are voting by Internet,you will be able to pre-register at the same time you record your vote. There is no need to return your proxy form below.●If you are voting by telephone,please complete the information to the right and tear off the top of this Advance Registration Form and mail it separately to: GE Shareowner Services, 1 River Road, Building 5 3E, Schenectady, NY 12345. There is no need to return the proxy form below.●If you are voting by mail,please complete the information to the right and include this portion when mailing your marked, signed and dated proxy form in the envelope provided.GE Annual Meeting –– Advance Registration FormAttendance at GE’s Annual Meeting is limited to GE shareholders as of the record date, members of their immediate families or their named representative. We reserve the right to limit the number of guests or representatives who may attend.ADVANCE REGISTRATION INFORMATIONName Address Zip Email Name(s) of family member(s) who will also attend:I am a GE shareholder. Name, address and telephone number of my representative at the Annual Meeting: D73621-P70222-Z82109 (Admission card will be returned c/o the shareholder)
proxyProxy solicited on behalf of the General Electric Company Board of Directors for the 2020 Annual Meeting of Shareholders
May 5, 2020.4, 2022 10:00 AM
This proxy is solicited by the Board of Directorsbelowon the reverse side hereby appoint(s) H. Lawrence Culp, Jr. and Michael Holston, or either of them, each with full power of substitution, as proxies, to vote all stock in General Electric Company which the shareholder(s) would be entitled to vote on all matters which may properly come before the 20202022 Annual Meeting of Shareholders and any adjournments or postponements thereof. TheIf this proxy is properly executed, the proxies shall vote subject to the directions indicated on the reverse side of this form, and proxies are authorized to vote in their discretion upon other business as may properly come before the meeting and any adjournments or postponements thereof. The proxies will vote as the Board of Directors recommends where a choice is not specified.participant’sparticipant's RSP account as of March 6, 20207, 2022 will be voted by the trustee of the RSP trust in accordance with the instructions of the participant received via telephone or the Internet or indicated on the reverse. IF THIS FORM IS RECEIVED OR A VOTE IS SUBMITTED VIA THE INTERNET ON OR BEFORE MAY 1, 2020,2022, BUT A CHOICE IS NOT SPECIFIED, THE TRUSTEE WILL VOTE SHARES ALLOCABLE TO THE PARTICIPANT’SPARTICIPANT'S RSP ACCOUNT AS THE BOARD OF DIRECTORS RECOMMENDS. IF THIS FORM IS NOT RECEIVED ON OR BEFORE MAY 1, 2020,2022, AND NO VOTE WAS SUBMITTED VIA TELEPHONE OR THE INTERNET BY THAT DATE, SHARES ALLOCABLE TO THE PARTICIPANT’SPARTICIPANT'S RSP ACCOUNT WILL NOT BE VOTED. Participants in the RSP may revoke a previously delivered proxy by delivering a subsequent proxy or by notifying the inspectors of election in writing of such revocation on or before May 1, 2020.2022.SeeContinued and to be signed on reverse for voting instructions. Please make sure to sign and date the Proxy.side
