UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.DC 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section
PROXY STATEMENT PURSUANT TO SECTION 14(a) of theSecurities Exchange Act of
OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment
(Amendment No. )
Filed by the Registrant | Filed by a Party other than the Registrant |
Preliminary Proxy Statement | ||
Confidential, | ||
Definitive Proxy Statement | ||
Definitive Additional Materials | ||
Soliciting Material |
General Electric Company
(Name of Registrant as Specified Inin Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)
No fee required. | |||
Fee paid previously with preliminary materials. | |||
Fee computed on table | |||
Fellow Shareholders,
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GE 2021 PROXY STATEMENT 1
GE’s Purpose, Strategy and Progress
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Table of Contents
Index of Frequently Requested Information | |||||
59 | Audit Fees | ||||
13 | Board Leadership Structure | ||||
17 | Board Self-Evaluation | ||||
55 | CEO Pay Ratio | ||||
53 | Clawback Policy | ||||
19 | Director Attendance | ||||
20 | Director Independence | ||||
6 | Director Qualifications | ||||
6 | Director Tenure and Term Limits | ||||
7 | Nominee Biographies | ||||
19 | Overboarding Policy | ||||
28 | Peer Group | ||||
53 | Policies on Compensation Consultant | ||||
21 | Related Person Transactions | ||||
16 | Risk Oversight | ||||
18 | Shareholder Engagement | ||||
25 | Stock Ownership for Executives and Directors | ||||
54 | Stock Ownership Requirements | ||||
16 | Sustainability Oversight | ||||
On behalf of the |
2 GE 2021 PROXY STATEMENT
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One Financial Center, Suite 3700 Boston, MA 02111 |
GE 2024 PROXY STATEMENT
Fellow Shareholders,
GE has continued to make progress on its historic transformation, as we are now just weeks away from the planned launch of GE Vernova and GE Aerospace as independent public companies on April 2nd. GE continued to simplify and strengthen its balance sheet over the course of 2023, while establishing the boards and leadership teams and preparing for operational readiness at both future independent companies. The company also delivered excellent financial results in 2023, with strong demand and better execution, more than tripling earnings and significantly growing free cash flow.
Building from the successful spin-off of GE HealthCare in January 2023, the GE team remains focused on continuing to serve customers as we complete this journey into three independent public companies. As a Board, we are proud of the progress and performance that we have seen, we look forward to GE Vernova’s success as an independent company, and—for those of us continuing with GE—we are excited to continue the company’s new chapter as GE Aerospace.
Achieving Our Strategic Priorities
During the past year, one of the GE Board’s most important priorities was to establish highly effective boards of directors for both GE Vernova and GE Aerospace. We approached this with a thorough and deliberate process, considering a wide range of director candidates and always looking for opportunities to add to the depth of domain expertise and relevant skills on the boards for both companies. We have assembled two boards that are fit for purpose and directors who bring a mix of expertise, perspectives, and leadership experience to guide GE Vernova and GE Aerospace successfully. As part of this process, we welcomed two new directors with longstanding aerospace industry experience to the GE Board, Peg Billson and Tom Enders, who will continue with GE Aerospace. And we wish Paula Rosput Reynolds and Jessica Uhl success, as they will depart from the GE Board to join GE Vernova with the spin-off.
Executing for Shareholders
Since I joined the Board in late 2018, it has been remarkable to participate in the transformation of GE, which is now a simpler company with a solid balance sheet that is delivering value for shareholders. Underpinning GE’s progress has also been an operational transformation, supported by the company’s focus on the principles of lean with safety, quality, delivery and cost at the forefront of its decision-making and execution. GE has reduced its debt by over $100 billion since 2018, and in 2023 returned almost $2 billion to shareholders through dividends and share buybacks in addition to redeeming its approximately $6 billion of preferred equity. As our businesses have simplified in preparation for the launches of GE Aerospace and GE Vernova as independent, investment-grade companies, GE has also exited its equity stake in AerCap and monetized portions of its interest in GE HealthCare for a total of approximately $11 billion.
All of these actions have contributed to build the strong foundations for the success of both future independent companies, as GE Vernova leads the way in electrification and energy transition and GE Aerospace invents the future of flight. I commend the GE team, whose talent and passion have driven this success.
On behalf of the Board, thank you for your continued support of GE through this exciting and important time for the company.
THOMAS W. HORTON
Lead Director
OUR PATH FORWARD | Based on shareholders’ interest, we have again in this |
GE 2024 PROXY STATEMENT1
OUR PATH FORWARD | 2024 ANNUAL MEETING. We plan to spin-off GE Vernova on April 2, 2024, prior to the 2024 Annual Meeting. Following the spin-off, GE will be known as GE Aerospace. As a result, the Annual Meeting on May 7, 2024, and all management and shareholder proposals described in this proxy statement, including the election of directors, will be for GE Aerospace. |
Momentum building in 2023
Total company
• 2023 was an excellent year for the GE team. • With strong demand in our end markets and with better execution, we more than tripled earnings and generated almost 70 percent more free cash flow* than in 2022. • Since the start of 2023, we have monetized about $11 billion from our equity stake in AerCap and a portion of our equity stake in GE HealthCare. • These actions helped us simplify and strengthen our balance sheet while making capital allocation decisions on our front foot, returning about $2 billion to shareholders through dividends and share buybacks in addition to redeeming approximately $6 billion of preferred equity. | • Our teams have worked hard to prepare to launch as independent companies and now are operationally ready to do so. • GE Vernova will trade as GEV on the New York Stock Exchange (NYSE) following its spin-off, and GE Aerospace will continue to use the GE stock ticker, remaining on the NYSE. Both companies’ leadership teams are ready, and we announced both boards of directors, recruiting current and new directors to join our standalone companies going forward. |
GE Aerospace
• GE Aerospace drove double-digit revenue, profit, and cash growth in the year, with continued strength in Commercial Engines and Services. • Services represented about 70 percent of GE Aerospace’s revenue—generally a recurring, resilient, and higher-margin source of revenue that keeps us close to our customers’ needs. • The post-pandemic commercial aerospace recovery remains robust. It’s no surprise, then, that demand for new builds and aftermarket services is | • While commercial engine deliveries were up 25 percent and internal shop visits were up 10 percent in 2023, we’re navigating a still-challenging supply chain. We are focused on driving sequential improvements both in our own operations and hand in hand with our suppliers. • At Defense, demand also is strong for what we offer as defense departments focus on modernizing and scaling their forces. The onus is on us to rise to meet that demand maintaining the highest standards of safety and quality and with delivery. |
GE Vernova
• GE Vernova delivered meaningfully better results in 2023 as Renewable Energy and Power together generated positive profit and free cash flow*. The team has made significant progress with room for more. • The proof points we needed to see at Renewable Energy to confidently spin off GE Vernova came to fruition in 2023. Grid and Onshore Wind, our two biggest businesses there, turned the corner to profitability, with Grid profitable for the year and Onshore Wind in the back half. Offshore Wind had a difficult year as we work through a tough backlog, which we expect to largely complete over the next two years. The broader industry is ready for the reset that is now underway. | • Power has transformed into a solid cash generator with an enviable services business, delivering about $2 billion of free cash flow* in 2023 with services growing to nearly 70 percent of revenue. • With Power’s continued strength, Grid and Onshore Wind delivering profitably, and our plan for Offshore Wind, GE Vernova is ready to spin off in April 2024. |
* | Non-GAAP Financial Measure. For more information |
2GE 2024 PROXY STATEMENT
Healthcare quadrupled ventilator production; increased production capacity and output for critical medical equipment in the diagnosis and treatment of COVID-19—including monitoring solutions, x-ray, anesthesia, and point-of-care ultrasound products; and launched digital solutions to help providers deliver care to patients virtually.
Aviation produced and serviced engines and components for military and cargo aircraft flying daily around the world to assist in response efforts.
Power and Renewable Energy supported electricity generation for critical hospitals, health care facilities, and homes and businesses.
Digital offered free licenses to customers to allow plant operators and management teams real-time monitoring and control access to plant operations.
GE’s Employee Relief Fund supported 3,900 GE employees and their families around the world facing unprecedented challenges dueOnward, to the pandemic.future
The Fit for purpose for the next century-plus, GE Foundation contributed toAerospace and GE Vernova each are global leaders in vital industries that will only become more important over time. And as independent companies, each will be wholly focused on their customers and community health and disaster relief efforts, helped deliver personal protective equipment to U.S. healthcare workers in urgent need, and worked to shore up healthcare systems in Southeast Asia and Africa with trainings, infrastructure, and equipment.industry stakeholders.
GE 2021 PROXY STATEMENT 3
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Director Elections | Compensation | Audit | Reverse Stock Split | |||||||
Election of directors | Advisory approval of our named executives’ pay | Ratification of Deloitte as independent auditor for 2021 | Approve a reverse stock split and reduction in our authorized stock and par value | |||||||
See page 27 for a Letter from the Management Development & Compensation Committee that discusses the Committee’s actions over the past year. | ||||||||||
Your Board recommends a vote FOR each director nominee | Your Board recommends a vote FOR this proposal | Your Board recommends a vote FOR this proposal | Your Board recommends a vote FOR this proposal | |||||||
See page 6 | See page 27 | See page 57 | See page 60 |
GE Aerospace • GE Aerospace will be a global aerospace propulsion, services, and systems leader defining the future of flight. • Our commercial propulsion fleet is the industry’s largest and youngest, carrying nearly 3 billion people with our technology under wing annually thanks to our world-class engineering and services teams. In defense, we’re proud to be the rotorcraft and combat engine provider of choice while innovating capabilities for future combat. | GE Vernova
• Growing electrification around the world while decarbonizing the power sector is a challenge we are proud to help our customers solve. |
PERFORMANCE IN 2023
Dollars in millions
GE Aerospace | |||||||||||
AEROSPACE
MISSION Designs and produces commercial and defense aircraft engines, integrated engine components, electric power and mechanical aircraft systems. Provides aftermarket services to support our products. UNITS Commercial Engines and Services, Defense, Systems & Other INSTALLED BASE ~70K commercial1 and defense engines CEO H. Lawrence Culp, Jr. | FY23 | FY22 | Y/Y REPORTED | Y/Y ORGANIC | |||||||
Revenues | $31,770 | $26,050 | 22% | 22%* | |||||||
Profit/Loss | $6,115 | $4,775 | 28% | 25%* | |||||||
Profit/Loss Margin | 19.2% | 18.3% | 90 bps | 50 bps* | |||||||
Segment FCF | $5,664* | $4,890* | 16%* | ||||||||
Orders | $38,077 | $31,106 | 22% | 22% | |||||||
Backlog3 | $153,858 | $135,260 | 14% | ||||||||
GE Vernova | |||||||||||
RENEWABLE ENERGY2
MISSION Offers onshore and offshore wind, blade manufacturing, grid solutions, hydro, battery storage, hybrid renewables, and digital services technologies. UNITS Onshore Wind: Grid Solutions Equipment and Services; Hydro, Offshore Wind and Hybrid Solutions INSTALLED BASE ~55K onshore wind turbines
CEO Scott Strazik | FY23 | FY22 | Y/Y REPORTED | Y/Y ORGANIC | |||||||
Revenues | $15,050 | $12,977 | 16% | 17%* | |||||||
Profit/Loss | $(1,437) | $(2,240) | 36% | 45%* | |||||||
Profit/Loss Margin | (9.5)% | (17.3)% | 780 bps | 920 bps* | |||||||
Segment FCF | $(1,455)* | $(2,040)* | 29%* | ||||||||
Orders | $22,627 | $14,657 | 54% | 54% | |||||||
Backlog3 | $42,785 | $34,941 | 22% | ||||||||
POWER2
MISSION Harnesses resources such as natural gas, fossil, oil, diesel, and nuclear to produce electric power. Also offers gas and steam turbines; full balance of plant, upgrade, and service solutions; and data-leveraging software. UNITS Gas Power; Steam Power; Power Conversion; Nuclear and other INSTALLED BASE ~7K gas turbines CEO Scott Strazik | FY23 | FY22 | Y/Y REPORTED | Y/Y ORGANIC | |||||||
Revenues | $17,731 | $16,262 | 9% | 7%* | |||||||
Profit/Loss | $1,449 | $1,217 | 19% | 10%* | |||||||
Profit/Loss Margin | 8.2% | 7.5% | 70 bps | 20 bps* | |||||||
Segment FCF | $2,049* | $1,850* | 11%* | ||||||||
Orders | $18,479 | $17,826 | 4% | 3% | |||||||
Backlog3 | $71,718 | $68,981 | 4% | ||||||||
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2 | The financial results presented on |
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3 | To align with our 10-K reporting, GE has replaced our annual backlog supplemental reporting with Remaining Performance Obligation (RPO). GE now uses the term backlog and RPO interchangeably. |
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GE 20212024 PROXY STATEMENT
You are invited to participate in
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IMPORTANT NOTE: Following the planned spin-off of GE Vernova on April 2, 2024, GE will be known as GE Aerospace. Accordingly, the voting items at our Annual Meeting on May 7, 2024 will be for GE Aerospace. |
| 1 | Elect the | ||
FOR each director nominee See page 1 for a Letter from the Lead Director |
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2 | Advisory approval of our named executives’ compensation | |||
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3 | Ratify the selection of Deloitte as independent auditor for | |||
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4-5 | Vote on the shareholder proposals included in the proxy, if properly presented at the meeting | |||
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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION
DATE AND TIME
May 7, 2024, at 10:00 a.m. Eastern Time
LOCATION
Live Webcast at: www.virtualshareholdermeeting.com/GE2024
RECORD DATE
Shareholders of record at the close of business on March 11, 2024, are entitled to attend and vote at the Annual MeetingMeeting. On that date, there were 1,093,267,127 shares of common stock of General Electric Company (GE) outstanding and entitled vote.
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Logistics
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 2024 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?
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GE 20212024 PROXY STATEMENT5
PROPOSAL NO.1
What are you voting on? At the | YOUR BOARD RECOMMENDS A VOTE FOR EACHNOMINEE | |
All nominees are current GE Board members who wereelected by shareholders at the |
GE 2024 PROXY STATEMENT5
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TENURE | DIVERSITY | INDEPENDENCE | |||||||
3.9 years average tenure | 61.8 years average age | 2 of 4 Board | |||||||
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| 4 Medium-tenured (1-5 years) 4 Longer-tenured (≥6 years) |
5 61-64 years 3 ≥65 years | 3 Female (30%) 1 Ethnically diverse (10%) 4 Born Outside U.S. (40%) |
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6 GE 2021 PROXY STATEMENT
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DIVERSITY OF GENDER AND BACKGROUND | INDEPENDENCE | |||||
4 Female | 2 Ethnically diverse | 3 Born outside U.S. | 10 Independent | 1 Not Independent | ||
(36%) | (18%) | (27%) | ||||
The committee memberships indicate the anticipated composition of the committees of the Board asfollowing the Annual Meeting, if each nominee is elected. For a description of the date of this proxy.committees and committee activities during 2023, see Board Committees in 2023 on page 15. 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.
PRIMARY QUALIFICATIONS AND ATTRIBUTES | COMMITTEES | |||||||||||
NAME | ||||||||||||
Sébastien Bazin | ||||||||||||
H. Lawrence Culp, Jr. | ||||||||||||
Edward Garden | ||||||||||||
Catherine Lesjak | ||||||||||||
ATTENDANCE | |||||||||
All director nominees attended at least 75% of the meetings of the Board and committees on which they served in | 2023. FINANCIAL ACUMEN The Board has determined that each of Mses. Goren and Lesjak and Mr. Garden are “audit committee financial experts” (per SEC rules), and each member of the Audit Committee is “financially literate” (per NYSE rules). | Member | |||||||
Chair | |||||||||
Financial Expert | |||||||||
Key Corporate Governance Practices
Annual election of all directors by majority | |
No supermajority vote 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 |
Proactive year-round shareholder engagement program | |
Clawback policy that applies to all cash and equity incentive awards | |
Strong stock ownership guidelines and retention provisions | |
“Overboarding” limits for directors | |
No poison pill or dual-class shares | |
Shareholder right to call special meetings (at 10%) | |
Proxy access by-law provisions on market terms |
6GE 20212024 PROXY STATEMENT
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H. Lawrence Culp, Jr. Director Since: 2018 Age: 60 Birthplace: United States | Thomas Horton Director Since: 2018 Age: Birthplace: INDEPENDENT |
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Chairman and CEO, General Electric, | Partner, Global Infrastructure Partners, | ||||||||||||
Board Leadership | Chairman | Board Leadership | Lead Director | ||||||||||
GE COMMITTEE MEMBERSHIP
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PRIOR BUSINESS EXPERIENCE • Senior Advisor, Bain Capital Private Equity, • Senior Lecturer, Harvard Business School (2015–2018) • Former CEO and President, Danaher (2001–2014), a global science and technology company operating in the healthcare, environmental and applied-end markets; joined Danaher subsidiary Veeder-Root in 1990, serving in a number of leadership positions within Danaher, including COO and, following his retirement, Senior Advisor (2014–2016) | PRIOR BUSINESS EXPERIENCE
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• Chairman, American Airlines Group, one of the largest global airlines (formed following the merger of AMR• Chairman and CEO, American Airlines (2011–2014)• Chairman and CEO, AMR • EVP and CFO, AMR (2006–2010)• Vice Chairman and CFO, AT&T (2002–2006)• SVP and CFO, AMR | |||||||||||
CURRENT PUBLIC COMPANY BOARDS
• GE HealthCare (Chairman) | CURRENT PUBLIC COMPANY BOARDS • General Electric • Walmart (lead director) | ||||||||||||
PAST PUBLIC COMPANY BOARDS
• Danaher • T. Rowe Price Group | PAST PUBLIC COMPANY BOARDS
• EnLink Midstream | ||||||||||||
OTHER POSITIONS • Member and former Chairman, Board of Visitors & Governors, Washington College • Member, Board of Trustees, Wake Forest University | OTHER POSITIONS • Executive Board Member, Cox School of Business, Southern Methodist University | ||||||||||||
EDUCATION
• MBA, Harvard Business School | EDUCATION • Baylor University • MBA, Southern Methodist University |
GE 2024 PROXY STATEMENT7
8 GE 2021 PROXY STATEMENT
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Director
Birthplace: INDEPENDENT |
Director Since: INDEPENDENT |
Director Since: INDEPENDENT | |||||||||||
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GE 2021 PROXY STATEMENT 9
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10 GE 2021 PROXY STATEMENT
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Former Chief Financial Officer, HP, a global technology company, and its predecessor, Hewlett-Packard, Palo Alto, CA (2007-2018) |
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Board Leadership | Chair: Audit Committee | Board Leadership | Chair: Compensation Committee | Board Leadership | Chair: Governance & Public Affairs Committee* | |||||||||||
GE COMMITTEE MEMBERSHIP
| GE COMMITTEE MEMBERSHIP • Compensation (Chair) | GE COMMITTEE MEMBERSHIP • Governance (Chair)* • Audit | ||||||||||||||
PRIOR BUSINESS EXPERIENCE • CFO, American Airlines and AMR Corporation (2010-2013) • Senior Vice President, Customer Relationship Marketing, American Airlines (2006-2010) • Vice President, American Airlines (1998-2006) • President, AMR Services (1996-1998) • Previously served in various management positions at American Airlines (1986-1996) • Chemical Engineer, Dupont (1983-1985) | PRIOR BUSINESS EXPERIENCE • CEO, Linde (2018-2022) • President & CEO, Praxair (subsequently Linde) (2007-2018) • President & COO, Praxair (2006-2007) • EVP, North America, Europe and Asia, Praxair (2001-2006) • Previously held various roles at General Electric (1979-2001) | PRIOR BUSINESS EXPERIENCE • Interim Chief Operating Officer, HP (2018–2019) • Interim CEO, Hewlett Packard (2010)• Senior Vice President and Treasurer, HP (2003–2007)• Previously served in various leadership positions within the financial organization at HP and Hewlett Packard, including as Global Controller, Software Solutions; Controller and Credit Manager for Commercial Customers; and as Manager, Financial Operations, Enterprise Marketing and Solutions (joined Hewlett Packard in 1986) | ||||||||||||||
CURRENT PUBLIC COMPANY BOARDS
• Marriott International | CURRENT PUBLIC COMPANY BOARDS
• Linde (Chair) • GE Vernova (Chair)* | CURRENT PUBLIC COMPANY BOARDS • General Electric • PROS Holdings • GE HealthCare | ||||||||||||||
PAST PUBLIC COMPANY BOARDS • Gap • LyondellBasell Industries | PAST PUBLIC COMPANY BOARDS • Praxair (Chair) • PPG Industries | PAST PUBLIC COMPANY BOARDS • SunPower (Chair, Audit Committee) | ||||||||||||||
OTHER POSITIONS • Director, MassMutual • Director, National Association of Corporate Directors, North Texas • Member of the Advisory Board, The University of Texas at Austin, Cockrell School of Engineering • Member of the Executive Board, Lyle School of Engineering, Southern Methodist University | OTHER POSITIONS • Director, Stoke Space Technologies • Member of The Business Council EDUCATION • North Carolina State University • MBA, Loyola College | OTHER POSITIONS • Board, Haas School of Business, University of California, Berkeley EDUCATION
• MBA, University of California, Berkeley | ||||||||||||||
EDUCATION • University of Texas at Austin • MBA, Southern Methodist University | * To be effective upon planned spin-off of GE Vernova on April 2, 2024 | * Effective April 2, 2024 | ||||||||||||||
8GE 2024 PROXY STATEMENT
Director Since: 2016 INDEPENDENT | Margaret Billson Director Since: 2023 | Thomas Enders Director Since: 2023 INDEPENDENT | ||||||||
Chairman and | Former President and CEO | Former CEO of Airbus SE, a global aerospace company, and its predecessor EADS NV, Blagnac, France (2005-2019) | ||||||||
GE COMMITTEE MEMBERSHIP • Compensation • Governance | GE COMMITTEE MEMBERSHIP • Audit* | GE COMMITTEE MEMBERSHIP • Compensation* | ||||||||
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, becoming Vice President, M&A, PaineWebber | PRIOR BUSINESS EXPERIENCE • President and CEO • President, Airplane Division and Chief Operating Officer, Eclipse Aviation (2005-2008) • Vice President, General Manager, Honeywell Aerospace (2003-2005) • Vice President, Engineering & Program Management, Honeywell Aerospace (1997-2003) • Previously served in various | PRIOR BUSINESS EXPERIENCE • CEO of Airbus SE and • Head of the Defense and Security Systems Business, EADS NV (2000-2005) • Multiple positions at DaimlerChrysler Aerospace (1991-2000) • Planning Staff, German Federal Ministry of Defense (1989-1991) • Researcher, German Council on Foreign Relations and International Institute for Strategic Studies (1988-1989) | ||||||||
CURRENT PUBLIC COMPANY BOARDS • General Electric
| CURRENT PUBLIC COMPANY BOARDS • General Electric • CAE | CURRENT PUBLIC COMPANY BOARDS • General Electric • Lilium • Linde • Lufthansa | ||||||||
PAST PUBLIC COMPANY BOARDS • Huazhu Group • Carrefour • Banyan Tree Holding | PAST PUBLIC COMPANY BOARDS • Arconic • SkyWest | PAST PUBLIC COMPANY BOARDS • Knorr Bremse | ||||||||
OTHER POSITIONS • Vice Chairman, Supervisory Board, Gustave Roussy Foundation, cancer research funding • Chairman, Safar Ventures EDUCATION • Sorbonne University • MA (Economics), Sorbonne University | EDUCATION • Embry-Riddle Aeronautical University • MEng, Aerospace, Aeronautical and Astrological Engineering, California State University, Long Beach | OTHER POSITIONS • President, German Council on Foreign Relations (DGAP) EDUCATION • PhD, University of Bonn • University of California, Los Angeles • Rheinische Friedrich-Wilhelms University | ||||||||
* Effective April 2, 2024 | * Effective April 2, 2024 |
GE 2024 PROXY STATEMENT9
Edward Garden Director Since: 2017 INDEPENDENT | Darren McDew Director Since: 2023 | |||||||||
Chairman and CEO, Garden Investments, an investment management firm, New York, NY (since 2023) | Retired Four-Star General, United States Air Force, and Former Commander of U.S. Transportation Command, Scott Air Force Base, Illinois (2015 - 2018) | |||||||||
GE COMMITTEE MEMBERSHIP • Compensation • Audit* | GE COMMITTEE MEMBERSHIP • Governance • Audit* | |||||||||
PRIOR BUSINESS EXPERIENCE • Chief Investment Officer and Founding Partner, Trian Fund Management (2005-2023) • 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) | PRIOR GOVERNMENT EXPERIENCE • Four-star general who served for 36 years in the United States military before retiring in October 2018. • Commander, U. S. Transportation Command, the single manager for global air, land and sea transportation for the U.S. Department of Defense from 2015 to 2018. • Held various leadership roles across the U. S. Military, including Vice Director for Strategic Plans and Policy for the Joint Chiefs of Staff, Military Aide to the President, Director of Air Force Public Affairs, and Chief of Air Force Senate Liaison Division | |||||||||
CURRENT PUBLIC COMPANY BOARDS • General Electric
| CURRENT PUBLIC COMPANY BOARDS
• Parsons Corporation | |||||||||
PAST PUBLIC COMPANY BOARDS • Janus Henderson Group • Invesco • Legg Mason • The Bank of New York • The Wendy’s Company • Family Dollar Stores • Pentair | OTHER POSITIONS • Director, • Director, Boys & Girls Club of
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EDUCATION • Harvard College * Effective April 2, 2024 | EDUCATION • Virginia Military Institute • MS, Aviation Management, Embry-Riddle Aeronautical University * Effective April 2, 2024 |
10GE 20212024 PROXY STATEMENT
The Governance & Public Affairs Committee (the Governance(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.
Over the past four years, the The Board has undertaken significant refreshment effortstakes a thoughtful approach to better align its composition to maintain alignment with the businessescompany’s evolving corporate strategy.
OUR PATH FORWARD | In November 2023, we announced the board of directors for GEVernova that will assume their roles upon the planned spin-off. Current GE director Stephen Angel is expected to serve on both the GE Aerospace Board and the GE Vernova board, and GE directors Paula Rosput Reynolds and Jessica Uhl are expected to transition from the GE Board to the GE Vernova board and senior leadership team, respectively, at the time of the spin-off. GE Vernova’s CEO Scott Strazik and five new independent directors will also be part of the GE Vernova board as GE Vernova becomes a public company. In November 2023, we also announced two new additions to the GE Board: Margaret Billson and Thomas Enders. They bring decades of relevant experience and will continue with the GE Aerospace Board. Ms. Billson and Mr. Enders were recommended as directors by other directors. |
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 which we expectour Board. The Governance Committee considers all shareholder recommendations for director candidates. The following describes the Board’s selection process:
1 | SUCCESSION PLANNING |
The Governance Committee prioritizes experiences and attributes to focus going forwardsupport the current and to bring new perspectives to the Board. As a result,long-term needs of the eleven nominees proposedcompany, 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 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, lead director 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 candidates meet 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 election, eight are newappointment 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 |
On an ongoing basis, including in connection with the last four years. We expectannual Board self-evaluation and setting the director slate for the annual meeting, the Governance Committee regularly assesses the composition of the Board to continue to seek director candidates whose experiences supportmaintain alignment with the company’s futureCompany’s strategy and industry focus.other priorities.
DIRECTOR Director Recruitment Priorities
RECRUITMENT PRIORITIES GOING FORWARD
| Aerospace domain expertise |
• | Operational experience |
• | Capital allocation / finance |
• | Government / regulatory |
• | Technology / digital |
• | Diversity |
DIRECTOR “MUST- HAVES”
• | Leadership experience | ||
• | Highest personal & professional ethics | ||
• | Integrity & values | ||
• | Passion for learning | ||
• | Inquisitive & objective perspective | ||
• | Sense of priorities & balance |
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HOW 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,1 Neumann Way, Evendale, OH 45215 and include all information that our by-laws require for director nominations.
HOW WE REFRESH THE BOARD
Board | |
Term | |
Age |
See the Board’s Governance Principles (see “Helpful Resources” on page 73)69) for more information on these policies.
GE 2024 PROXY STATEMENT11
The Governance Committee strives to maintain an independent boardBoard 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:
Creating 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 strategy.
Enhancing the Board’s diversity of background.
For decades, GE has been committed to building a cognitively diverse Board comprising individuals from different backgrounds and with a range of experiences and viewpoints. Specifically, under the Board’s diversity policy, the committeeThe 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 racially and ethnically diverse candidates for future vacancies on the Board. To accomplish this, the committeeGovernance Committee will continue to require that search firms engaged by GE include a robust selection of women and racially and ethnically diverse candidates in all prospective director candidate pools. In addition, the committee is committed to considering the candidacy of women and ethnically diverse candidates for all future vacancies on the Board. The committeeGovernance Committee reviews its effectiveness in balancing these considerations when assessing the composition of the Board.
Complying with regulatory requirements and the Board’s independence guidelines.
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.
The Governance Committee considers Board size each year in connection with proposing the slate of directors for the Annual Meeting, consistent with the Board’s Governance Principles (see Helpful Resources on page 69). The Governance Committee considers the Board’s annual self-evaluations, assessment of trends with peer companies and investor feedback, and the Board anticipates it will continue to maintain approximately the same size as of the Annual Meeting.
12 GE 2021 PROXY STATEMENT
BOARD SKILLS AND EXPERIENCE
AEROSPACE & We have added directors with business leadership or other experience in the aerospace sector, and this expertise supports the Board’s engaged oversight. Directors with senior military or government experience also bring an important perspective and understanding of our defense customers. | |
OPERATIONS We have sought directors with | |
PUBLIC COMPANY CEO EXPERIENCE Directors who have served as CEOs for other public companies bring valuable perspective and experience to assist the Board in evaluating and advising our CEO on strategy, performance, culture and other matters. | |
FINANCE & 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 | |
INVESTOR / CAPITAL ALLOCATION To promote strong alignment with our investors, we have added directors who have experience overseeing investments | |
GLOBAL 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 |
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 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:
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 73). 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 continue to maintain approximately 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.
12GE 20212024 PROXY STATEMENT13
How We Assess Director Independence
BOARD MEMBERS. The Board’s Governance Principles require all non-management directors to be independent. All of our director nominees (listed under “Election of Directors” on page 6) other than Mr. Culp are independent.
COMMITTEE MEMBERS. All members of the Audit Committee, Management Development & 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:
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.
Relationships and Transactions Considered for Director IndependenceThe Board considered the following relationships and transactions in making its determination that all director nominees, other than Mr. Culp, are independent.
14 GE 2021 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,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, TomThomas Horton, works with Mr. Culp to set the agenda for the Board and also exercises additional oversight on behalf of the independent directors. In addition, the Board believes that combining the roles of Chairman and CEO is important to provide clarity on decision-making and accountability as we execute on our strategic transformation into three independent companies, and any potential conflicts that might result from combining the roles can be effectively mitigated through the duties of our lead director. 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 Committee reviews potential candidates’ qualifications and attributes, including leadership and previous public company experience, and considers feedback from the current lead director, our other Board members and the Chairman, andChairman. The Governance Committee then makes a recommendation to the Board’s independent directors. The independent directors, who after review, elect the lead director, taking into account the recommendation of the committee. Tomdirector. 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 has the following responsibilities (and may also perform other functions at the Board’s request), as detailed in the Board’s Governance Principles:The Lead Director’s Role
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 | |
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 | |
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 |
LEAD DIRECTOR elected solely by |
| The chairs of our Audit, | |||
Considerations in selecting current lead director: THOMAS HORTON | ||||
Mr. Horton was first elected to our Board at the 2018 The | director under the circumstances. |
GE 2024 PROXY STATEMENT13
GE 2021 PROXY STATEMENT 15
13 meetings in 2020 (including 3 independent director meetings)
Full Board 7 meetings in 2023 Independent Director Meetings The independent directors meet periodically in executive sessions at scheduled Board meetings. They may have other special meetings throughout the year. These executive sessions are designed to 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. | Chairman H. Lawrence Culp, Jr. | Lead Director Thomas Horton |
• | Long-term strategy, including oversight of our strategic transformation |
Readiness and | |
• | Capital structure and liquidity, particularly in connection with our plan to create three investment grade rated public companies |
• | |
• | Strategy for the energy transition |
• | |
• | Enterprise risk management |
During 2020,2023, the Board held 6seven regularly scheduled meetings. Five regularly scheduled meetings plus 7 special meetings. Due to the COVID-19 pandemic, starting in March of 2020, thewere held in-person and two regularly scheduled meetings were held virtually, and the schedules were adjusted to accommodate director participation from different time zones.
1 | |||
INDEPENDENT DIRECTOR MEETINGSBoard committee chairs: prep meetings with management and auditors
Management: internal prep meetings
2 | THURSDAY (DAY 1) |
Daytime: Board committee meetings & Board meeting
Evening: informal gathering with senior business leaders and/or Board working dinner
3 | FRIDAY (DAY 2) |
Daytime: full Board meeting (including reports from each committee chair) followed by an executive session; also periodic independent directors meet in executive session during at least 3 of the regularly scheduleddirector sessions
4 | AFTER THE MEETING |
Management: debrief sessions to discuss & respond to 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.follow-up items
The GE Board in Action: 2020 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. During 2023, in addition to the regularly scheduled Board and committee meetings, directors participated in business and strategy review sessions and visited various GE sites and facilities.
14GE 2024 PROXY STATEMENT
COMMITTEE COMPOSITION
Listed to the right are the members of each committee as of December 31, 2023.
Independence. All committee members satisfied the NYSE’s and GE’s definitions of independence, during the time they served on their applicable committee.
COMMITTEE OPERATIONS
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 RESPONSIBILITIES
The key responsibilities of each committee in 2023 are listed to the right. For more detail, see the Governance Principles and committee charters (see Helpful Resources on page 69).
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16 GE 2021 PROXY STATEMENT
Board Committees
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Chair Isabella Goren Other Members Lesjak, Reynolds & Uhl | Governance & Public Affairs 6 meetings in Chair Paula Rosput Reynolds |
| |||
Other Members |
| Management Development & Compensation 4 meetings in 2023 Chair Other Members |
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KEY RESPONSIBILITIES AND AREAS OF RISK OVERSIGHT | ||||
•Oversees GE’s independent auditor, including the audit plan and budget, and monitors independence and performance •Oversees the effectiveness of GE’s financial reporting processes and systems •Discusses with auditor and management key reporting practices (including •Monitors the effectiveness of GE’s internal controls •Reviews and evaluates the scope and performance of the internal audit staff and compliance program •Oversees the company’s enterprise risk management and cybersecurity programs •Monitors GE’s significant litigation and investigations • Oversees external reporting on sustainability matters in coordination with the Governance Committee | •Oversees the Board’s governance processes, including all significant governance policies and procedures •Oversees company policies and strategies related to climate change, • Oversees the development of the company’s priorities and external reporting related to sustainability and ESG matters • Reviews and makes recommendations to the Board with respect to director independence •Reviews Board composition •Oversees Board and committee self-evaluations •Reviews | •Oversees GE’s executive compensation policies, practices and programs • Reviews material elements of executive compensation, including equity awards, deferred compensation, severance and perquisites •Oversees and approves goals and objectives for performance-based equity awards and evaluates performance against those goals •Evaluates and approves compensation of the CEO • Reviews risk assessment of compensation policies and practices •Oversees development of executive succession plans, including recruitment, development and retention efforts for all employees • Oversees strategies and policies related to human capital management, including matters such as diversity, equity and inclusion, workplace environment and culture, and talent recruitment, development, engagement and retention | ||
OUR PATH FORWARD – RECENT ACTIVITIES AND KEY FOCUS AREAS | ||||
• Overseeing the carve-out audits for GE Vernova, preparation of the Form 10 registration statement and standalone readiness of the compliance, internal audit, digital technology, enterprise risk and other key functions in connection with the spin-off | • Leading the director recruitment efforts for both the GE Aerospace and GE Vernova boards of directors • Reviewing Board leadership structure, committee composition and director compensation | • Overseeing talent recruitment, development and placement / retention in connection with the planned GE Vernova spin-off • Tailoring executive compensation and related programs in line with these changes |
Financial acumen. Mses. Lesjak, Reynolds and Seidman and Messrs. Carter and D’Souza are “audit committee financial experts” (per SEC rules), and each of these directors is “financially literate” (per NYSE rules).
GE 20212024 PROXY STATEMENT 1715
Table of Contents
Key Areas of Board and Committee Oversight
The Board has oversight responsibility for management’s establishment and execution of corporate strategy. Elementsstrategy, and elements of strategy are discussed at every regularly scheduled Board meeting, guided by the current company-level priorities of continuing to strengthen our businesses, solidifying GE’s financial position, and driving long-term profitable growth.meeting. 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.
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 strategy sessions. 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 also reviews horizontal strategy topics that cut across GE’s businesses, such as decarbonization, the prospects for greater decoupling in US/China relations, and digital product and service offerings. For example, at meetings throughout 2020, the Board reviewed climate change-related opportunities and risks across GE’s businesses. The Board is actively engaged with management on related topics such as the competitive landscape for our businesses amidst climate-related shifts in technology, product and service demand; scenario analysis of potential pathways; customer, investor and other stakeholder expectations; and reducing the environmental impact of GE’s own operations. The Board at its meetingsyear 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.
OUR PATH FORWARD | In 2021, the full Board conducted a rigorous portfolio and business strategy review over several months, culminatingin the announcement of the plan to separate GE’s businesses into three industry-leading public companies, focusing on the growth sectors of healthcare, aviation and energy. In January 2023, we completed a spin-off to separate GE HealthCare, creating a global leader in precision healthcare. During 2023, the Board remained closely engaged with our ongoing execution for this strategic transformation, while also continuing to conduct rigorous reviews of business strategy and performance. The Board continues to oversee the strategic transformation as we work to finalize the second spin-off that will launch GE Vernova and GE Aerospace as standalone companies in April 2024. |
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 more efficient flight and the energy transition to drive decarbonization. In 2020,connection with the planned spin-off, we have worked across GE redesigned the long-term strategy process to focus on key strategic questions identifiedthe critical global needs in energy and aviation, merging the legacy of GE’s technology and culture and the best-in-class expertise of modern sustainability programs.
We recognize the importance of these topics to our shareholders and other stakeholders, and sustainability is a driving force behind the work we do and the company’s long-term value. More information that may be of interest to a variety of stakeholders about GE’s sustainability approach, priorities and performance, including about safety, greenhouse gas emission reductions for each business. The leadership teamsour own operations and for our products, including Scope 3 emissions from use of sold products, environmental stewardship, diversity and inclusion, supply chain and human rights and other matters, can be found in our Sustainability Report. Among other things, the businesses discussed these questions,Sustainability Report includes our ambition to be a net zero company by 2050, targets for reducing Scope 1 and their business prioritiesScope 2 emissions, Scope 3 reporting for the coming year as informed byuse of sold products and TCFD-aligned reporting on climate-related risks.
Sustainability is an integrated aspect of how we think about strategy and risk. Our Board and management believe the long-term strategy process,interests of shareholders are advanced by responsibly addressing the concerns of other stakeholders and 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 duringlevel, these topics often span multiple functional categories and areas of oversight, and therefore oftentimes involve discussion at the full Board level rather than individual committees. In addition, our Governance Committee has oversight responsibility for GE’s priorities and external reporting related to sustainability matters, and our Audit Committee also plays a two-day strategy sessionrole in December 2020. A long-term orientationthe oversight of such external reporting, including reporting on these matters in SEC filings and these key strategic questions continuedata quality related to be integrated with how we set multi-year priorities acrossthis reporting. For additional reporting on sustainability and ESG matters, see our businesses, as well asESG webpages and our budgets and operational and financial objectives.2022 Sustainability Report which was published in June 2023 (see Helpful Resources on page 69).
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; product quality; environmental, health and safety performance; information technology, information security and
During 2023, GE’s Chief Risk Officer coordinatescoordinated the company’s enterprise risk management framework and reports periodicallyreported regularly to the Audit Committee and the full Board on risk topics. During 2020, we adopted operational and governance rhythms across the company, and with the Board, to coordinate and oversee actions related to the COVID-19 pandemic, including an internal task force to protect the health and safety of our employees globally and maintain business continuity; the assessment of financial and operating impacts, financial planning and mitigating cost, cash, and other actions in response; funding and liquidity management and related treasury actions; enterprise risk management and other functional activities across our global commercial, supply chain, human resources, controllership, government affairs, and other organizations. Other reviewsReviews with the Audit Committee or Board have included discussions of top enterprise risks, risk management processes at the GE business-level, liquidity risk management and stress testing, delegations of authority for significant transactions and expenditures, and risks related to the company’s strategic planning and priorities.
We typically organize enterprise risks into the broad categories of strategic, operational, financial, legal and compliance, orand reputational risk.risks. Risks identified through our risk management processes are prioritized and, depending on the probability and severity of the risk as well as the immediacy of the risk assessed, escalated as appropriate. Senior management discusses these risks regularly with the risk owners within the businesses or at the Corporatecorporate level. Risk leaders within the businesses and corporate functions are responsible for identifying key risks and presenting risk assessments and key risks to senior management and, when appropriate, to the full Board or the relevant committee of the Board.Board committee. 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, at regularly scheduled Board meetings, 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. ReferThe GE business leaders also present periodically to the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2020 forfull Board. For a discussion of key risks that could have a material adverse effect on our business, reputation, financial position and results of operations.
SustainabilityGE is risingoperations, please refer to the challengeRisk Factors section of building a world that works, with a focusour Annual Report on opportunitiesForm 10-K for our technology in: the energy transition to drive decarbonization, precision medicine that personalizes diagnoses and treatments, and the future of smarter and more efficient flight. We recognize the importance of these topics to our shareholders and other stakeholders, and sustainability is a driving force behind the work we do and the company’s long-term value. As year ended December 31, 2023.
16GE continues to deepen its focus on these matters internally, we also plan to publish an updated GE Sustainability Report later in 2021.
Board Oversight
Key Areas Related to Strategy, Risk & Sustainability
Key Governance Processes
Management Level
Enterprise Risk Management Framework
GE 2021 PROXY STATEMENT 19
Oversight of Environmental, Social and Governance (ESG) ProgramsAs noted above, the Board and its committees oversee the execution of GE’s environmental, social and governance strategies and initiatives as an integrated part of their oversight of the company’s overall strategy and risk management, including as it relates to climate change-related risks and opportunities. 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.
For additional reporting on these programs, see GE’s ESG webpages, our 2020 Diversity Annual Report and our forthcoming Sustainability Report (see “Helpful Resources” on page 73).
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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.
INCORPORATION OF FEEDBACK | |||
BOARD OPERATIONS • Frequent, regularly scheduled Board calls • Director business visits • Open access to senior management and information • Executive sessions with the CEO scheduled for each regular Board meeting • Executive sessions with just the independent directors periodically throughout the year • Access to third-party advisors |
• Review and update corporate governance practices based on evolving best practices and stakeholder feedback ANNUAL SELF EVALUATION • • Feedback incorporated in Board practices SHAREHOLDER OUTREACH • Regular year-round engagement with shareholders | ||
GOVERNANCE PRACTICES | BOARD COMPOSITION | ||
ACCOUNTABILITY TO SHAREHOLDERS
• Majority voting standard for uncontested director elections • Annual election of | |||
GOVERNANCE PRINCIPLES
• Term and age limits for directors • Stock ownership and holding guidelines for directors • Prohibition on stock hedging and pledging | DIRECTOR RECRUITMENT • Seek directors with DIVERSE, INDEPENDENT BOARD WITH MIX OF TENURES • Set Board size to encourage robust discussion and engagement, while maintaining diverse perspectives DIRECTOR EDUCATION • Orientation program to complement the • Briefing sessions on topics that present particular risks and opportunities to the company • Site visit to GE and customer facilities |
Annual Evaluation Process
The Governance Committee oversees and approves the annual formal Board evaluation process and determines whether it is appropriate for the evaluations to be conducted by the lead director or an independent consultant each year. In 2023, the evaluation process was conducted by Mr. Horton as lead director.
1 | WRITTEN QUESTIONNAIRES |
Directors completed written questionnaires, which are benchmarked and refreshed each year focusing on the performance of the Board and each of its committees.
2 | INDIVIDUAL INTERVIEWS |
The lead director conducted one-on-one interviews with each member of the Board focused on:
• | reviewing the Board’s and its committees’ performance over the prior year; and |
• | identifying areas for potential enhancements of the Board’s and its committees’ processes going forward. |
3 | DISCUSSION OF RESULTS |
The lead director reviewed the written questionnaires and interview responses with the chairs of each committee and then met with the full Board to discuss the findings from the evaluation.
4 | USE OF FEEDBACK |
The Board and each of its committees developed plans to take actions based on the results, as appropriate.
GE 2024 PROXY STATEMENT17
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. During the past year, we engaged with shareholders representing approximately 49% of our outstanding shares and approximately 64% of our outstanding shares held by institutional investors. The governance engagements highlighted 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.
Taking Actions Informed by Shareholder Feedback | ||||
•Executing on plan to launch three independent companies. In January 2023, we completed the separation of | BOARD OF DIRECTORS See Page 5 | |||
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•Announced GE Vernova board of directors. The GE Vernova board will bring together directors with a broad mix of deep domain and | other relevant experience expertise. | |||
EXECUTIVE COMPENSATION See Pages 31 & 32 •Compensation decisions for NEOs. Again this year, annual bonuses for our named executives were formulaic and based only on predetermined performance targets for our businesses. •GE Aerospace incentive compensation design. GE Aerospace is committed to strengthening alignment with shareholders through the inclusion of multi-year financial targets in the performance stock unit design. The design for these awards will be reviewed by the GE Aerospace Board and Compensation Committee after the spin-off of GE Vernova. | SUSTAINABILITY See Page 16 •Continued to strengthen reporting. We published our third annual Sustainability Report, which incorporated our updated reporting on diversity, human rights and other areas of shareholder interest. •Climate reporting. We continued to refine our reporting of Scope 3 emissions for use of sold products for our Power and Aerospace businesses, with updated business-specific views of the technology roadmaps to make progress toward net zero by 2050. | |||
18GE 20212024 PROXY STATEMENT21
How We Get Feedback from Investors
Our 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.
Investor Outreach and Our 2020 Say-On-Pay Vote
At our 2020 annual meeting, 74% of shareholders expressed support for the compensation of our named executives.
In advanceThe Board expects directors to attend all meetings of the 2020 annual meeting,Board 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 tocommittees on which the factors impacting their say-on-pay vote. This outreach also involved Tom Horton, our lead director and chair of our Management Development & Compensation Committee. During 2020, we met with shareholders representing approximately 62% of our shares held by institutional investors as of December 31, 2020 to collect their feedback on our executive compensation programs. This was in addition to the engagement by our investor relations departmentserves as well as the engagementAnnual Meeting.
BOARD/COMMITTEE MEETINGS. In 2023, 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 directors for these meetings was 94% during 2023.
ANNUAL MEETING. All of our director nominees that were then-serving directors attended the 2023 Annual Meeting.
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 (The Spirit & The 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 doare required to disclose under SEC rules, are posted on GE’s website (see Helpful Resources on page 69).
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 chairman/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.
GE POLICY. As discussed in detail in the Board’s Governance Principles, and summarized in the table below, the Board has adopted policies designed to help ensure that all our directors have sufficient time to devote to GE matters. The Board reviews compliance with retail investors.these policies in connection with approving the director slate for election at the annual meeting. All director nominees are in compliance with the policies below.
PERMITTED # OF PUBLIC COMPANY BOARDS (INCLUDING GE) | ||
Public company executives | 2* | |
Other directors | 4 | |
PERMITTED # OF PUBLIC COMPANY AUDIT COMMITTEES (INCLUDING GE) | ||
Audit Committee member | 3** | |
OTHER RESTRICTIONS | ||
Lead Director | Typically, should not serve as lead director, chair 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, counts as one board for purposes of this limit. |
** | Unless the member is a retired certified public accountant, CFO, controller or has similar experience in which case the limit for such member is four public company audit committees (including GE) if the Board affirmatively determines that such service does not impair service on GE’s Audit Committee. |
HOW LIMITS WERE APPLIED TO HORTON. In appointing Mr. Horton as lead director, the independent directors considered the fact that Mr. Horton is also the lead director for Walmart. In reviewing Mr. Horton’s time commitment at Walmart, the independent directors noted that Walmart has three separate positions for CEO, chairman and lead independent director, 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 FIND MORE INFORMATION ABOUT OUR GOVERNANCE PRACTICES Each year we review GE’s governance documents and update 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 69. | 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 |
22
GE 20212024 PROXY STATEMENT19
TableBOARD MEMBERS. The Board’s Governance Principles require all non-management directors to be independent. All of Contentsour director nominees (shown under Election of Directors on page 5) other than Mr. Culp are independent. In addition, Paula Rosput Reynolds, who will transition to the GE Vernova board at the time of the GE Vernova spin-off, Risa Lavizzo-Mourey and Tomislav Mihaljevic, who served on the GE Board until January 3, 2023, and Francisco D’Souza and Leslie Seidman, who served on the GE Board until the 2023 Annual Meeting, were each determined to be independent during the period they served on the GE Board. Jessica Uhl was determined to be independent until her appointment as President of GE Vernova on January 22, 2024; with the commencement of that management role Ms. Uhl is no longer independent, and stepped down from the Audit Committee. Ms. Uhl will leave the GE Board at the time of the GE Vernova spin-off.
The Board’s 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 69), the Board considers all relevant facts and | |||||||||
Applying the |
Compensation-Related Investor FeedbackCOMMITTEE MEMBERS. All members of the Audit Committee, Management Development & 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 members of the ManagementDevelopment & Compensation and GovernanceCommittees. As a policy matter, the Board also applies a separate, heightened independence standard to members of the Management Development & Compensation |
Compensation Committee Response
As partThe Board has determined that all members of its assessment of GE’s executive compensation programs, the Audit, Management Development & Compensation Committee reviewed these voting results, evaluated investor feedback and considered other factors discussed in this proxy statement, including the importance of maintaining the right leadership team to guide the company its multi-year transformation, alignment of our compensation program with the long-term interests of our shareholdersGovernance Committees are independent and the relationship between risk-takingalso satisfy applicable committee-specific independence requirements.
Relationships and the incentive compensation we provide to our named executives.Transactions Considered for Director Independence
After considering these factors, the committee decided to takeThe Board considered the following actions to increase management accountabilityrelationships and more closely align management’s interests with shareholders:transactions in making its determination for director independence.
TRANSACTIONS CONSIDERED FOR DIRECTOR INDEPENDENCE
ORGANIZATION | RELATIONSHIP | SALES TO GE <1% OF OTHER COMPANY’S REVENUES | PURCHASES FROM GE <1% OF OTHER COMPANY’S REVENUES | INDEBTEDNESS TO GE <1% OF GE’S ASSETS | ||||||
AccorHotels | Chair & CEO | N/A | N/A | |||||||
Global Infrastructure Partners | Partner | N/A | N/A | |||||||
Cleveland Clinic | CEO & President | N/A | ||||||||
Uhl** | GE Vernova | President | N/A | N/A | N/A | |||||
All directors | Various charitable organizations | Executive, director or |
GE 2021 PROXY STATEMENT 23
Other Governance Policies & Practices
Director Attendance at MeetingsThe 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 2020, 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 98% during 2020.
ANNUAL SHAREHOLDERS MEETING. All 11 or our director nominees for 2021 attended the 2020 annual meeting.
Board Integrity PoliciesCODE OF CONDUCT. All directors, officers and employees of GE must act ethically at all times and in accordance with GE’s code of conduct (The Spirit & The 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 73).
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 BoardsGE POLICY. As discussed in detail in the Board’s governance documents, 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.
trustee | ||||||
<1% of |
* | |
** | In January 2024, Ms. Uhl joined GE Vernova as President and ceased to be independent. See page 23 for |
20GE 2024 PROXY STATEMENT
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 reportable segments. CNA Financial is 89.6% owned and Diamond Offshore Drilling is 53% owned by Loews. 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.
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.
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:
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 2020 we did not contribute any corporate funds to political campaigns, committees or candidates for public office.
HOW 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 73.
Related Person Transactions & Other Information
HOW WE REVIEW AND APPROVE TRANSACTIONS. We review all relationships and transactions in which the company and our directors and executive officers or their immediate family members participate if the amount involved exceeds $120,000. The purpose of this review is to determine whether they have a material interest in the transaction, including an indirect interest. The company’s legal staff is primarily responsible for making these determinations based on the relevant facts and circumstances, and for developing and implementing processes and controls for obtaining information about these transactions from directors and executive officers. In addition, the Governance Committee reviews and approves any such related person transaction. As described in the Governance Principles, which are available on GE’s website (see Helpful Resources on page 69), in the course of reviewing and approving a disclosable related person transaction, the Governance Committee considers the factors described below. As SEC rules require, we disclose in thisour proxy statement all such transactions that are determined to be directly or indirectly material to a related person. In addition, 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 73), in the course of reviewing and approving or ratifying a disclosable related person transaction, the committee considers the factors in the box below. Since the beginning of 2020,January 1, 2023, there have been no related person transactions meetingthat met the requirements for disclosure in this proxy statement.
FACTORS USED IN ASSESSING RELATED PERSON TRANSACTIONS
FACTORS USED IN ASSESSING RELATED PERSON TRANSACTIONS | ||
• | Nature of related person’s interest in transaction | |
• | Material transaction terms, including amount involved and type of transaction | |
• | Importance of transaction to related person and GE | |
• | Whether transaction would impair a director or executive officer’s judgment to act in GE’s best interest | |
• | Any other matters the committee deems appropriate, including any third-party fairness opinions or other expert reviews obtained in connection with the transaction |
For a description of shareholder derivative lawsuits involving certain current and former GE executives and members of the Board, refer to Note 23.24. Commitments, Guarantees, Product Warranties and Other Loss Contingencies in GE’s financial statements in our 2020 Annual Report on Form 10-K.10-K for 2023.
Stock Ownership InformationThe 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:
Common Stock & Total Stock-Based Holdings Table
• | Policy oversight. A yearly review of GE’s political spending policies and lobbying practices. |
• | Budget oversight. Approval of GE’s annual budget for political activities. |
• | Reporting. Oversight of a 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 69). |
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) organizations, beginning with contributions made in 2018. GE’s political spending has declined in recent years, and in 2023 GE did not contribute any corporate funds to political campaigns, committees or candidates for public office.
GE 2024 PROXY STATEMENT21
The compensation program for independent directors was designed to achieve the following goals:
• | Fairly pay directors for the work required at a company of GE’s size and scope, as benchmarked against our peer group; |
• | Align directors’ interests with the long-term interests of GE shareholders; and |
• | Be simple, transparent and easy for shareholders to understand. |
OVERVIEW. Our independent directors received annual 2023 compensation as shown in the table includes all GE stock-based holdings, as of December 31, 2020,below, which remained unchanged from the 2022 compensation program. There are no additional meeting fees. The lead director and members of our directorsBoard committees received additional compensation due to the workload and nominees, named executives, currentbroad responsibilities of these positions.
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 |
• | Form of payment. 40% in cash and 60% in awards of deferred stock units (DSUs); directors can elect to defer some or all of the cash portion and instead receive additional DSUs |
• | Time of payment. Quarterly installments in arrears |
• | Multiple committees. If a director serves on more than one committee, the additional compensation applies separately for each committee |
• | Limit on director compensation. $1,000,000 annually, including cash & equity but excluding amounts awarded under the Charitable Award Program (which is closed for all current and future directors) |
HOW DEFERRED STOCK UNITS WORK. Each DSU is equal in value to a share of GE stock and executive officersis 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 group, and beneficial owners of more than 5% of our common stock.lump sum or in payments spread out for up to 10 years.
DIRECTORS | COMMON STOCK | TOTAL | ||||
Sébastien Bazin | 0 | 120,773 | ||||
Ashton Carter | 0 | 14,521 | ||||
Francisco D’Souza | 151,500 | 312,948 | ||||
Edward Garden | 32,131,316 | 32,194,599 | ||||
Thomas Horton | 55,248 | 120,832 | ||||
Risa Lavizzo-Mourey | 25,000 | 99,239 | ||||
Catherine Lesjak | 0 | 41,231 | ||||
Paula Rosput Reynolds | 25,800 | 76,550 | ||||
Leslie Seidman | 6,500 | 96,453 | ||||
James Tisch | 3,540,000 | 3,730,563 | ||||
Total | 35,935,364 | 36,807,709 | ||||
COMMON STOCK | ||||||
NAMED EXECUTIVES | STOCK | OPTIONS | TOTAL | |||
Larry Culp | 15,125,304 | 0 | 17,949,831 | |||
Carolina Dybeck Happe | 0 | 0 | 3,866,884 | |||
Jamie Miller | 0 | 1,966,869 | 2,399,945 | |||
Kieran Murphy | 188,073 | 1,160,021 | 3,635,220 | |||
John Slattery | 0 | 0 | 1,626,490 | |||
Scott Strazik | 136,893 | 1,066,018 | 3,317,088 | |||
Total | 15,450,270 | 4,192,908 | 32,795,458 | |||
CURRENT DIRECTORS & EXECUTIVES | COMMON STOCK | TOTAL | ||||
As a group (21 people) | 62,030,317 | 85,059,752 | ||||
5% BENEFICIAL OWNERS | COMMON STOCK | |||||
T. Rowe Price Associates | 681,876,091 | |||||
The Vanguard Group | 646,951,204 | |||||
BlackRock, Inc. | 566,506,492 | |||||
Fidelity Management & Research | 480,790,578 | |||||
Total | 2,376,124,365 |
PERCENTAGE OWNERSHIP
In the GE HealthCare spin-off in January 2023, each then-current or former director |
22GE 2024 PROXY STATEMENT
OTHER COMPENSATION. Our independent directors may also receive the following benefits:
• | 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 matches for each participant up to $5,000 for annual contributions to approved charitable organizations. The GE Foundation Matching Gifts Program was closed to new donations at the end of 2023. |
• | Charitable Award Program. Each director who joined the Board before 2016 was permitted to, upon leaving the Board, designate up to five charitable organizations to share in a $1 million GE contribution. Directors were not permitted to choose a private foundation with which they are affiliated. The Board terminated this program for new directors in 2015. Francisco D’Souza, who retired from the Board in May 2023, was the last director eligible to participate in the Charitable Award Program. |
• | 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 2023. |
Independent directors do not receive any cash incentive compensation, hold deferred compensation balances (other than DSUs) 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 as of the most recent fiscal year-end. Directors who are company employees do not receive any compensation for their services as directors.
On January 22, 2024, Ms. Uhl joined GE Vernova as President, at which point she ceased to be compensated as a GE director and became entitled to receive an annual salary of $1,100,000, an annual bonus target at 100% of her salary, and an annual grant of long-term equity incentive awards valued at $3,750,000. Ms. Uhl is also eligible to participate in executive benefits consistent with other officers of her level at GE Vernova.
STOCK OWNERSHIP REQUIREMENTS (MULTIPLES OF ANNUAL CASH RETAINER) 5X for independent directors |
All independent directors are required to hold at least $550,000 (which is five times the cash portion of their annual retainer, or $110,000) worth of GE stock and/or DSUs while serving as GE directors. A director has five years from joining the Board to meet this ownership threshold. All directors are in compliance with this requirement.
GE 2024 PROXY STATEMENT23
This table shows the compensation that each independent director earned for his or her 2023 Board and committee service. 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, all director compensation paid to him through December 31, 2023.
NAME OF DIRECTOR | CASH FEES | STOCK AWARDS | MATCHING GIFTS | CHARITABLE AWARD | TOTAL | |||||||||||||||
Stephen Angel | $ | 0 | $ | 307,416 | $ | 0 | N/A | $ | 307,416 | |||||||||||
Sébastien Bazin | $ | 0 | $ | 317,663 | $ | 0 | N/A | $ | 317,663 | |||||||||||
Margaret Billson* | $ | 9,266 | $ | 14,360 | $ | 0 | N/A | $ | 23,626 | |||||||||||
Francisco D’Souza* | $ | 0 | $ | 118,580 | $ | 5,000 | $ | 1,000,000 | $ | 1,123,580 | ||||||||||
Thomas Enders* | $ | 9,266 | $ | 14,360 | $ | 0 | N/A | $ | 23,626 | |||||||||||
Edward Garden | $ | 120,000 | $ | 184,449 | $ | 0 | N/A | $ | 304,449 | |||||||||||
Isabella Goren | $ | 124,000 | $ | 190,598 | $ | 5,000 | N/A | $ | 319,598 | |||||||||||
Thomas Horton | $ | 134,000 | $ | 205,968 | $ | 5,000 | N/A | $ | 344,968 | |||||||||||
Risa Lavizzo-Mourey* | $ | 950 | $ | 1,497 | $ | 0 | N/A | $ | 2,447 | |||||||||||
Catherine Lesjak | $ | 128,000 | $ | 196,746 | $ | 0 | N/A | $ | 324,746 | |||||||||||
Darren McDew | $ | 85,500 | $ | 130,315 | $ | 0 | N/A | $ | 215,815 | |||||||||||
Tomislav Mihaljevic* | $ | 950 | $ | 1,497 | $ | 0 | N/A | $ | 2,447 | |||||||||||
Paula Rosput Reynolds | $ | 120,025 | $ | 205,212 | $ | 0 | N/A | $ | 325,237 | |||||||||||
Leslie Seidman* | $ | 41,901 | $ | 65,839 | $ | 0 | N/A | $ | 107,740 | |||||||||||
Jessica Uhl | $ | 82,099 | $ | 124,759 | $ | 5,000 | N/A | $ | 211,858 |
* | Ms. Lavizzo-Mourey and Mr. Mihaljevic served as our directors until January 3, 2023, at which point they transitioned from the GE Board to the GE HealthCare board, and Mr. D’Souza and Ms. Seidman did not stand for re-election at our 2023 Annual Meeting. The amounts reported for these former directors represent compensation earned for their 2023 service as directors. Gen. McDew was elected to the GE Board effective March 30, 2023, Ms. Uhl was elected to the GE Board effective May 3, 2023, and Ms. Billson and Mr. Enders were elected to the GE Board effective December 1, 2023. Thus, the amounts reported for these directors represent pro-rated compensation earned for their 2023 service as directors. |
CASH FEES. Amount of cash compensation earned in 2023 for Board and committee service.
STOCK AWARDS. Aggregate grant date fair value of DSUs granted in 2023, 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 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 $95.60 for March 31, 2023 grants, $109.85 for June 30, 2023 grants, $110.55 for September 29, 2023 grants, and $127.63 for December 29, 2023 grants. The table below shows the cash amounts that the directors deferred into DSUs in 2023 and the number of DSUs accrued as of 2023 fiscal year-end.
DIRECTOR | CASH DEFERRED INTO DSUs IN 2023 | # DSUs ACCRUED AT 2023 FISCAL YEAR-END* | |||||
Stephen Angel | $ | 120,000 | 5,953 | ||||
Sébastien Bazin | $ | 124,000 | 25,254 | ||||
Margaret Billson | $ | 0 | 113 | ||||
Francisco D’Souza | $ | 45,280 | 29,266 | ||||
Thomas Enders | $ | 0 | 113 | ||||
Edward Garden | $ | 0 | 13,799 | ||||
Isabella Goren | $ | 0 | 3,721 | ||||
Thomas Horton | $ | 0 | 15,065 | ||||
Risa Lavizzo-Mourey | $ | 0 | 13,309 | ||||
Catherine Lesjak | $ | 0 | 11,401 | ||||
Darren McDew | $ | 0 | 1,139 | ||||
Tomislav Mihaljevic | $ | 0 | 1,698 | ||||
Paula Rosput Reynolds | $ | 8,008 | 13,585 | ||||
Leslie Seidman | $ | 0 | 16,289 | ||||
Jessica Uhl | $ | 0 | 1,073 |
* | Represents DSUs denominated in GE stock. Does not include DSUs denominated in GE HealthCare stock which were received as a result of |
MATCHING GIFTS. Includes contributions to approved charitable organizations under GE Foundation’s Matching Gifts Program.
CHARITABLE AWARD. Includes $1,000,000 contribution under our legacy Charitable Award Program to a non-profit institution designated by Mr. D’Souza upon his retirement from the GE Board. Mr. D’Souza was the last director eligible to participate in this program.
24GE 2024 PROXY STATEMENT
GE 2021 PROXY STATEMENT
COMMON STOCK. This columnThe following table shows beneficial ownership of our common stock as calculated under SEC rules.rules, as of December 31, 2023, for (i) our directors and nominees, (ii) our named executives, (iii) our current directors and executives as a group, and (iv) beneficial owners of more than 5% of our common stock. 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)
DIRECTORS & NOMINEES | NUMBER OF SHARES | PERCENT OF CLASS | ||
Stephen Angel | 11,061* | ** | ||
Sébastien Bazin | 0* | ** | ||
Margaret Billson | 0* | ** | ||
Thomas Enders | 0* | ** | ||
Edward Garden | 4,016,414* | ** | ||
Isabella Goren | 0* | ** | ||
Thomas Horton | 6,906* | ** | ||
Catherine Lesjak | 0* | ** | ||
Darren McDew | 0* | ** | ||
Paula Rosput Reynolds | 6,100* | ** | ||
Jessica Uhl | 0* | ** | ||
Total | 4,040,481* | ** | ||
NAMED EXECUTIVES | ||||
H. Lawrence Culp, Jr. | 1,955,661 | ** | ||
Rahul Ghai | 15,985 | ** | ||
Carolina Dybeck Happe | 95,133 | ** | ||
Russell Stokes | 382,025 | ** | ||
Michael Holston | 148,468 | ** | ||
L. Kevin Cox | 415,377 | ** | ||
Total | 3,012,649 | ** | ||
CURRENT DIRECTORS & EXECUTIVES | ||||
Current directors & executives as a group (19 people) | 7,253,324 | ** | ||
5% BENEFICIAL OWNERS | ||||
The Vanguard Group, 100 Vanguard Blvd., Malvern PA 19355 | 88,439,179 | 8.1% | ||
Capital Research Global Investors, 333 S. Hope St., 55th Fl., Los Angeles, CA 90071 | 83,088,317 | 7.6% | ||
BlackRock, Inc., 50 Hudson Yards, New York, NY 10001 | 69,616,808 | 6.4% | ||
Fidelity Management & Research, 245 Summer Street, Boston, MA 02210 | 66,923,455 | 6.1% | ||
Capital International Investors, 333 S. Hope St., 55th Fl., Los Angeles, CA 90071 | 54,571,505 | 5.0% | ||
Total | 33.2% |
* | Our independent directors receive quarterly installments of deferred stock units (DSUs), which are not paid out until one year after the director leaves the Board, and therefore are not included in this table. See the 2023 Director Compensation Table on page 24 for the number of DSUs each director has accrued. |
** | Less than 1%. No director or named executive owns more than one-tenth of 1% of the total outstanding shares of GE common stock, other than Mr. Garden, who may be deemed to indirectly beneficially own 0.4% of our outstanding shares as a result of his affiliation with Trian and Mr. Culp, who has sole voting but not investment power over 0.2% of our outstanding shares. |
For the directors, nominees & named executives, the Stock sub-columntable includes non-voting interests that may be converted into shares of GE common stock within 60 days including RSUs. This column also includes(1) 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 13,943,028 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 showndays: Dybeck Happe (84,750), Stokes (298,362), Holston (86,528) and Cox (356,429), (2) RSUs that will vest in the Common Stock column (as described above)60 days: Cox (10,376), 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 55, directors must hold the DSUs included in this column until one year after leaving the Board.
COMMON STOCK & TOTAL. Both columns include the following(3) shares over which the named individual has shared voting and investment power through family trusts or other accounts: Cox (106,690)Angel (6,061), Culp (1,182,276)(212,783), Garden (32,131,316)(4,016,414)(1), Horton (55,248)(6,906), Reynolds (4,300)(537), Strazik (11,659), Timko (10,000)Ghai (227) and Tisch (3,540,000)(2)Cox (13,335). For Mr. Culp, this column also includes 1,742,878 performance shares over which he has sole voting but no investment power.
CURRENT DIRECTORS & EXECUTIVES. These columns show ownership byFor our current directors and executive officers (therefore excluding any shares owned by Ms. Miller). This row includes:& executives as a group, the table includes (1) 9,091,505969,928 shares that may be acquired under stock options that are or will become exercisable within 60 days, (2) 137,12310,376 RSUs that will vest withinin 60 days, (3) 37,041,4894,272,330 shares over which there is shared voting and investment power, and (4) 13,943,0281,742,878 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, 55 East 52nd Street, New York, NY 10055; and FMR LLC (Fidelity), 245 Summer Street, Boston, MA 02210; as follows:
(# OF SHARES) | T. ROWE PRICE | VANGUARD | BLACKROCK | FIDELITY | ||||
Sole voting power | 282,158,645 | 0 | 494,706,989 | 34,249,213 | ||||
Shared voting power | 0 | 13,866,796 | 0 | 0 | ||||
Sole investment power | 681,876,091 | 609,463,634 | 566,506,492 | 480,790,578 | ||||
Shared investment power | 0 | 37,487,570 | 0 | 0 |
The foregoing information is based solely on a Schedule 13G/A filed by T. Rowe Price with the SEC on February 16, 2021, a Schedule 13G/A filed by Vanguard with the SEC on February 10, 2021, a Schedule 13G/A filed by Fidelity with the SEC on February 8, 2021, and a Schedule 13G/A filed by BlackRock, Inc. with the SEC on January 29, 2021, as applicable.
(1) | For Mr. Garden |
For our 5% beneficial owners, the table includes:
(# OF SHARES) | VANGUARD | CAPITAL RESEARCH | BLACKROCK | FIDELITY | CAPITAL INTER- NATIONAL | |||||
Sole voting power | 0 | 83,082,853 | 62,082,061 | 58,040,726 | 54,468,839 | |||||
Shared voting power | 1,326,088 | 0 | 0 | 0 | 0 | |||||
Sole investment power | 84,015,813 | 83,088,317 | 69,616,808 | 66,923,455 | 54,571,505 | |||||
Shared investment power | 4,423,813 | 0 | 0 | 0 | 0 |
The foregoing information is based solely on the Schedule 13G filed by Capital International Investors on February 9, 2024, and the Schedules 13G/A filed by Blackrock, Capital Research Global Investors, Fidelity and Vanguard on January 29, 2024, February 9, 2024, February 9, 2024, and February 13, 2024, respectively.
GE 2024 PROXY STATEMENT25
Back to Contents |
PROPOSAL NO. 2
What are you voting on? Pursuant to We currently hold say-on-pay votes annually, and we expect to hold the next such vote at our 2025 Annual Meeting. | YOUR BOARD RECOMMENDS A VOTE FOR THE SAY-ON-PAY PROPOSAL | |
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 |
26 GE 2021 PROXY STATEMENT
This Compensation Discussion & Analysis section provides a description of Contents
AdvisoryApproval ofOur NamedExecutives’ Pay
What are you voting on?In accordance with Section 14A of the Exchange Act, we are asking shareholders to vote on an advisory basis to approve the compensation paid to our named executives, as described in this proxy statement.
Impact of the say-on-pay vote. This advisory proposal, commonly referred to as a “say-on-pay” proposal, is not binding on the Board. However, the Board andactions taken by the Management Development & Compensation Committee will review and consider the voting results when evaluating our(the committee) with respect to GE’s executive compensation program.
We hold say-on-pay votes annually. Underphilosophy and programs and discusses the Board’s policy of providingprocess in determining the 2023 compensation for annual say-on-pay votes, the next say-on-pay vote will occur at our 2022 annual meeting.
Your Board recommends a vote FOR the say-on-pay proposal
GE 2021 PROXY STATEMENT 27
also oversaw the recruitment of John Slattery, who joined GE Aviation in July 2020 as successor to our long-time Vice Chairman and CEO of that business, David Joyce. Recruiting top leadership from a global talent pool, asaccordance with Carolina and John, is a complex but worthwhile undertaking to build the right team for GE.SEC rules. In addition to these notable external hires, we spent time as a committeethe descriptions in this section, refer to the past year on management development, including reviewsexhibits to our SEC filings for copies of key positionsrelevant plans, agreements and leadership changes, diversity and inclusion and other human capital priorities. Although it is still a work in progress, our management team is becoming more diverse in gender and ethnicity. Though not sufficient, the heightened awareness throughout the organization globally will pave the way for a more inclusive and diverse GE in the future.forms of awards.
Finalizing Compensation Decisions for 2020In early 2021, as we met to determine bonus pool funding for our businesses, we reflected on the challenges during 2020 and the extent of each business’s progress on its operational transformation efforts despite those challenges. We calculated each business’s financial performance versus the pre-COVID-19 targets from February 2020. We also assessed each business’s operational progress during the year, considering lean management system implementation, segment decentralization and safety performance. All the businesses except Aviation achieved significant bonus pool funding based on a formulaic application of their financial performance metrics, and the funding levels were then adjusted downwards or upwards using the discretionary framework based on operational progress. In our final assessment, we applied negative discretion at some businesses (such as Healthcare and Renewable Energy), and we determined that the bonus pools at other businesses (including Gas Power, Power Portfolio and Aviation) should be funded at higher levels than their financial performance alone would dictate because of their substantial progress on these operational factors. We believe this use of discretion was appropriate to recognize employees’ contributions and incentivize their continued efforts against the backdrop of the unique financial and operational challenges arising from the COVID-19 pandemic. The combination of both negative and positive discretion, tied to operational progress, should assure shareholders that our decisions are based on solid demonstration of performance and that we use discretion thoughtfully.
Engaging with Shareholders and Continuing to Enhance our ProgramsIn line with the broader transformation taking place across GE over the past two years, we have continued working to strengthen and contemporize GE’s approach to executive compensation, with a renewed focus on external benchmarking (including use of a formal peer group) and aligning with the expectations of our long-term shareholders. We recognize that we have opportunities to further improve our programs in response to shareholder feedback, and we are committed to continuing our work to achieve that. During 2020 members of this committee and GE’s leadership team engaged on compensation matters with shareholders representing roughly 62% of our shares held by institutional investors. As we look forward to 2021, based on external benchmarking and shareholder feedback, we have restructured the PSU metrics to focus on earnings per share and free cash flow (with relative TSR as a modifier, rather than the sole PSU metric). This change aligns payouts under our performance-based equity with key operational metrics to focus our executives on the most critical areas of performance, which we believe are aligned with generating long-term shareholder value. Also for 2021, in addition to financial metrics, our annual bonus program will add a bonus modifier for safety, reflecting GE’s company-wide prioritization of improvement relative to health and safety in the workplace.
Having worked on improvements in our compensation structure over the last two years, the pay-for-performance culture is firmly embedded in GE at this juncture. Performance is being measured by the financial metrics that shareholders expect: cash realization, margin enhancement, organic growth and operational improvement, including safety and quality. We ask for your support of our 2020 compensation decisions.
Management Development & Compensation Committee
28 26GE 20212024 PROXY STATEMENT
Table of Contents
Overview of Our Executive Compensation Program
Although the executive compensation discussion in this proxy statement focuses on the compensation decisions for our named executives—Larry Culp (Chairman & CEO), Carolina Dybeck Happe (SVP, CFO), Jamie Miller (Former SVP, CFO), Kieran Murphy (SVP, GE & CEO, GE Healthcare), John Slattery (SVP, GE & CEO, Aviation), and Scott Strazik (SVP, GE & CEO Gas Power) — our compensation programs generally apply broadly across GE’s executives.
The table below describes the key elementsfactors the Management Development & Compensation Committeecommittee considers when designing pay programs and making compensation decisions.
OBJECTIVE | HOW OUR COMPENSATION PROGRAM SUPPORTS THIS PHILOSOPHY | |
Drive | •Our incentive programs are designed to drive accountability for executing our strategy. •Annual bonuses are tied to business • We set target performance levels that are challenging and aligned to the goals we communicate to investors. • We set commensurately more challenging goals in association with above-target payout levels. | |
Incentivize | •Our program provides an appropriate mix of compensation •Cash payments reward achievement of short-term goals while equity awards encourage our named executives to deliver sustained strong results over multi-year performance periods. • A significant portion of | |
Attract and | • We provide competitive compensation programs that attract and retain talented executives with a strong track record of success, assuring a high performing and stable leadership team to lead our • We continue to monitor market trends and align compensation programs with market where relevant. | |
No Excessive | •Our equity awards have specific holding and retention requirements for senior executives, which • The committee retains discretion to adjust compensation |
The table below sets forth the primary elementskey components of our executive compensation programs.program framework.
2020 COMPENSATION PROGRAM FRAMEWORK: PRIMARY ELEMENTS
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Component | SALARY | ANNUAL BONUS | PERFORMANCE STOCK UNITS (PSUs) | OPTIONS | RESTRICTED STOCK UNITS (RSUs) | |||
Link to Shareholder Value | Provide base pay level aligned with roles, responsibilities and | Deliver on annual investor framework Serves as key compensation vehicle for differentiating performance each year |
PSU awards provide a significant stake in the long-term financial success of GE that is aligned with shareholder interests and promote employee retention |
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GE 2024 PROXY STATEMENT27
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DETERMINING OUR PEER GROUPGROUP. . InSince 2019, our Management Development & Compensation Committee adoptedthe committee has used a peer group for compensation benchmarking purposes. We useBased on the criteria set forth below, the committee reviews the peer group each year.
In determining the peer group, the 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 |
• | Investment Peers – U.S. public companies whose performance is monitored regularly by the same market analysts who monitor GE |
2023 PEER COMPANIES | |
3M | Honeywell |
Boeing | HP |
Caterpillar | IBM |
Cisco | Intel |
Deere | Johnson Controls |
DuPont | Lockheed Martin |
Ford | Northrup Grumman |
General Dynamics | RTX |
General Motors | United Parcel Service |
In consideration of these factors, the committee removed Exxon Mobil and Chevron from the 2023 peer group because their size and market capitalization were no longer comparable to GE and removed healthcare industry peers Abbott Laboratories, Johnson & Johnson and Medtronic from the 2023 peer group to reflect the spin-off of GE HealthCare.
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
although compensation decisions are also supplemented by input from the company’s independent compensation consultant and are impacted by principles of internal equity, retention considerations, succession planning and other internal GE dynamics. For more information
OUR PATH FORWARD | TAILORING THE 2024 PEER GROUP FOR GE AEROSPACE. The committee approved a new 2024 peer group, effective upon the spin-off of GE Vernova. The new 2024 peer group will be tailored to consider the industry, size and investments peers of GE Aerospace, and will comprise the following companies: 3M, American Airlines, Boeing, Caterpillar, Delta Air Lines, Emerson Electric, FedEx, General Dynamics, Honeywell, L3Harris, Lockheed Martin, Northrop Grumman, Parker-Hannifin, RTX, Textron, TransDigm and United Airlines. |
We value the ongoing feedback that we receive from our shareholders on executive compensation matters, including the feedback reflected in our annual say-on-pay votes. In 2023, we received support for say-on-pay of 94%. During the past year, we engaged with shareholders representing approximately 49% of our outstanding shares and Policies”approximately 64% of our outstanding shares held by institutional investors. We offered many of our large institutional investors the opportunity to meet with independent directors as part of these meetings, and directors led and participated in meetings as guided by shareholders’ preferences. Our engagements also included representatives from our Legal, Human Resources and Investor Relations teams. We strive to continuously improve our compensation program to drive strong alignment with company performance and with our shareholders’ expectations.
In our meetings with shareholders, we continued to hear interest about how our executive compensation program is evolving with our separation into three independent, public companies. As a result, we have included a variety of proxy disclosure detailing progress, actions and expectations for our executive compensation programs in connection with the spin-offs (see Our Path Forward call-out boxes, including: Treatment of Outstanding Employee Equity Awards with the Spin-Offs on page 53.
34, AEIP Design for GE 2021Aerospace on page 30, and Long-Term Incentive Design for GE Aerospace on page 32).
28GE 2024 PROXY STATEMENT
TableKey Elements of ContentsCompensation for Our Named Executives
Overview of Our Incentive Compensation Plans
This section provides an overview of the elements of GE’s incentiveexecutive compensation plansprogram for our 2023 named executives, who were determined in accordance with SEC rules: Mr. Culp, Mr. Ghai, Ms. Dybeck Happe, Mr. Stokes, Mr. Holston and how GE performed against the goals established under its 2020 annual bonus program, 2018 PSUs and the Gas Power Free Cash Flow Incentive Program.Mr. Cox. See “Compensation Actions for 2020” 2023on page 35 for amounts paidspecific details about the compensation for each of these named executives.
GE’s executive compensation program is designed to strengthen the link between pay and performance by having a significant portion of total executive compensation tied to the achievement of predetermined performance targets directly related to our business goals and strategies. Our pay mix is as follows:
The table below shows the annual base salaries as of December 31, 2023, for our named executives set by the committee, which were determined based on the scope of their responsibilities, their leadership skills and values, and their performance and length of service. Except as well as how we assessednoted below, there were no changes to the annual base salaries of our named executives from their individual performance.December 31, 2022 levels.
2023 NAMED EXECUTIVES | BASE SALARY | |||
H. Lawrence Culp, Jr., Chairman and Chief Executive Officer, GE and Chief Executive Officer, GE Aerospace | $ | 2,500,000 | ||
Rahul Ghai, SVP and Chief Financial Officer, GE and Chief Financial Officer, GE Aerospace | $ | 900,000 | ||
Carolina Dybeck Happe, Former SVP, Finance, GE | $ | 1,000,000 | * | |
Russell Stokes, Chief Executive Officer, Commercial Engines and Services, GE Aerospace | $ | 1,400,000 | ||
Michael Holston, SVP, General Counsel and Secretary, GE | $ | 1,500,000 | ||
L. Kevin Cox, SVP and Chief Human Resources Officer, GE and Chief Administrator Officer, GE Aerospace | $ | 1,000,000 |
* | On September 1, 2023, Mr. Ghai became Senior Vice President and Chief Financial Officer of GE, succeeding Ms. Dybeck Happe who departed GE on February 14, 2024. In connection with the CFO transition, Ms. Dybeck Happe’s base salary for 2023 was reduced from $1,500,000 to $1,000,000 on a pro-rated basis from September 1, 2023. |
We provide annual cash incentive opportunities to our named executives under GE’s Annual Executive Incentive Plan (AEIP). Awards grantedThe financial performance metrics and targets for awards under the AEIP are designed to drive company and business unit performance, (for the relevant business unit executives). When determining the actual annual incentive award payable to each executive officer, the Management Development & Compensation Committee first considers performance achieved relative to pre-established targets to determine the AEIP pool funding. The committee has the authority to apply discretion based on the quality of the results or extraordinary or unusual eventsour financial and adjust theoperational priorities.
How We Determined 2023 AEIP pool payout level, if warranted. The committee can further modify individual awards up or down based on performance against individual objectives.Bonuses for Our Named Executives
METRICS FOR THE ANNUAL BONUS POOL. At the beginning of the performance period, the committee sets the performance goals for the Corporate and business unit bonus pools. For 2020, metrics for the annual bonus program were based upon free cash flow, organic margin expansion and organic revenue growth. Organic margin expansion and organic revenue growth were new metrics for 2020, replacing earnings and earnings per share. The committee made this change after reviewing all facets of the annual bonus program in 2019, with an aim to incentivize executives with metrics that are drivers of long-term value creation, which are more reflective of how the businesses are managed internally. For 2020, the bonus pool performance metrics continued to be based upon company-wide results for our Corporate named executives, and business unit results for named executives who lead an individual business.
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.AEIP. Individual bonuses are based on an employee’s employment within Corporate or a business. For our named executives, individual target bonusesaward percentages are typically set at 100-150%between 100 - 200% of salary.base salary, based on their respective position and alignment with peer compensation practices.
In February following
Each year, the committee evaluates and sets AEIP performance metrics and targets for Corporate (based on total company performance) and the businesses during the first quarter of the performance period,year. Following the conclusion of the performance year, the committee assesses total company and business performance against theapplicable performance metrics for the priorperformance year to determine the payout level for eachAEIP bonus pool, including whether positive or negative discretion should be applied.payouts. The CEO leads the assessment of each named executive’s individual performance, and makes an initial compensation recommendationmay also provide perspective to the committee about business or individual performance 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 toyear, although the committee for their consideration. The CEO has no role in the committee’s determination of his bonus.own compensation.
GE 2024 PROXY STATEMENT29
For 2023, bonuses under the AEIP paid to our named executives were determined quantitively based on the named executive’s base salary, target award percentage, achievement of applicable total company or business financial performance targets and a safety modifier. While the committee has the ability under the AEIP to apply discretion at the business or individual levels when appropriate, no discretion was used in determining the 2023 bonuses for our named executives.
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30 GE 2021 PROXY STATEMENT
How We Evaluated Business PerformanceSelected Metrics for the 2023 AEIP
The committee selects performance metrics for the AEIP that are aligned with furthering total company and Set Bonus Poolsbusiness goals for 2020In light of the unprecedented challenges thatyear. For 2023, as in recent years, the selected financial metrics were based upon total company faced in 2020 as a result ofresults for our Corporate named executives, and upon business results for named executives with business leadership roles.
For the COVID-19 pandemic and the resulting global economic downturn,2023 AEIP the committee decided it was appropriate to exercise discretion in determining bonus pools for 2020. Primarily,selected the committee evaluated actual performance of the AEIP’s financial metrics against the original performance goals. Then, a framework was established to take into account (1) thefollowing financial performance against a re-weighted compositemetrics: organic revenue growth* (20% weighting), profit or adjusted profit**, as applicable (40% weighting), and free cash flow* (40% weighting) for each of the core performance metrics, with an increased emphasis on cash flow (weighted 75% instead of 50%) in line with the company’s efforts to preserve financial strength during the pandemic; (2) financial performance against forecasted full-year results as of the beginning of the second half of the year; and (3) business unit progress on key operational priorities, such as progress on Lean cultural transformation and improvement of safety metrics. The committee applied its judgment in evaluating these additional considerations, including their relative weighting, with some business units receiving a higher pool but below target funding than they would have received solely based on financial performance against original goals and other business units pool funding decreasing based on this evaluation.
The chart below sets forth how Corporate (based on total company) and the businesses. The committee believes this further simplified set of financial metrics will focus management on driving performance aligned with shareholders’ interests and will better align with peers.
The committee selected these metrics to incentivize performance in a manner consistent with how management measures and reports the company’s operating results. Accordingly, the AEIP uses the same non-GAAP financial measures that management uses to report the company’s financial results each quarter and when providing an annual financial outlook for the year. The committee believes the use of these measures in compensation program design is appropriate and promotes consistency with metrics that many investors use to evaluate the company’s financial performance. See Explanation of Non-GAAP Financial Measures and Performance Metrics on page 68 for additional discussion on the reasons we use these non-GAAP financial measures and how these measures are calculated.
In addition, to further align the AEIP with GE’s overarching operational priority of safety, the committee selected a performance modifier that can increase or decrease awards by up to 10% based on achievement of defined safety metrics. Safety performance is determined based on an assessment of Corporate (based on total company) and business performance against the following safety metrics relative to targets set at the beginning of the performance year: injury and illness rates; serious incidents; fatalities; and overall safety culture and progress since the prior year. Targets for each business units performed relativeare established to achieve year-over-year improvements across the aforementioned safety metrics, recognizing the differences in the nature of the working environments and safety risk profiles across our businesses.
OUR PATH FORWARD | AEIP DESIGN FOR GE AEROSPACE. For the 2024 AEIP, the committee selected the following financial performance metrics for GE Aerospace at the enterprise and segment-level: free cash flow* (40% weighting), adjusted revenue growth* (20% weighting), and adjusted profit* (40% weighting). In order to drive GE Aerospace’s overall business objectives, executives with enterprise-level responsibility will have their bonuses based 100% on total company performance; executive officers who lead GE Aerospace business segements will have their bonuses based on a combination of total company performance (30%) and business segment performance (70%). The committee also maintained the safety modifier to increase or decrease the award by up to 10%. |
How We Selected Targets for the 2023 AEIP
The committee establishes targets underand performance levels which are designed to be rigorous but realistic and informed by our annual financial performance goals and external guidance.
The target, threshold and maximum performance levels for each performance measure are set with reference to annual budgets for the total company and businesses that our CEO, CFO and business CEOs establish, and the committee approves the performance levels for compensation purposes. Targets for the 2023 AEIP also reflected the completion of the spin-off of GE HealthCare in January 2023, which reduced revenue and cash flows at the total company level. Failure to achieve threshold on any one metric would result in no payout for that metric; and failure to achieve threshold on all metrics would result in no payout for the AEIP forbonus. For the 2020 performance period.
CORPORATE. For our Corporate2023 AEIP, named executives—Mr. Culp, Mses. Dybeck Happeexecutives could receive between 0% and Miller—bonuses were evaluated based upon the achievement150% of performance goals for the company as a whole. Despite overall company results being negatively impacted by the COVID-19 pandemic, management moved quickly to reduce costs, preserve cash and manage our debt obligations, strengthening our capacity to work through the uncertainties triggered by the pandemic. Although the Corporate payout would have been 0%their target award based on the metrics established priorfinancial performance, subject to the COVID-19 pandemic, the committee determined that it was appropriate to fund the Corporate bonus pool at 80% of target considering the performance across the GE businesses, as well as the Corporate team’s role in continuing to drive progress on GE’s overall transformation and navigating the challenges from COVID-19. Mr. Culp voluntarily forfeited his bonus for 2020.an additional 10% safety modifier.
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| Non-GAAP |
** | For Corporate, we used total company adjusted profit, a non-GAAP Financial Measure. |
30GE 2024 PROXY STATEMENT
AVIATION. Mr. Slattery’s bonus wasHow We Performed Against Annual Bonus Targets for 2023
The following charts set forth the results for named executives relative to their respective targets under the AEIP for 2023. These results are formulaic and based upon the Aviation business, for which he is the CEO. The Aviation business was particularly impacted by the challenges of the COVID-19 pandemic, but managed to improve margins in the second half of the year, ultimately delivering nearly breakeven free cash flow. Although the Aviation payout would have been 0% basedonly on the metrics established prior to the COVID-19 pandemic, the business executed strongly on operational priorities, as well as cost and cash actions designed to mitigate the impact of COVID-19,predetermined targets for Corporate and the committee determined that it was appropriate to fund the Aviation bonus pool at 65% of target, with a goal of incentivizing the team to remain engaged and focused in the face of ongoing global airline industry uncertainty.businesses listed.
AEIP POOL PERFORMANCE METRICS | THRESHOLD (50%) | TARGET (100%) | MAXIMUM (150%) | WEIGHT | RESULT | ADJUSTED BONUS POOL PAYOUT | ||||||
Aviation (Slattery) | Free Cash Flow ($M)* | 50% | Below Threshold | 65% | ||||||||
Organic Margin Expansion (bps)* | 25% | Below Threshold | ||||||||||
Organic Revenue Growth* | 25% | Below Threshold |
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AEROSPACE. A portion of Messrs. Ghai’s and Cox’s bonuses was based upon performance targets for the Aerospace business, for which they served as GE Aerospace CFO and Chief Administrative Officer, respectively. | |||
COMMERCIAL ENGINES & SERVICES (CES), AEROSPACE. Mr. Stokes’ bonus was based upon the achievement of performance goals for the Commercial Engines & Services business, a sub-businesses within GE Aerospace, for which he is the CEO. | |||
VERNOVA. There were no named executives from the GE Vernova businesses for 2023. See the Registration Statement on Form 10 for GE Vernova filed with the Securities and Exchange Commission on March 5, 2024, for a description of the GE Vernova’s 2023 AEIP performance. |
* | Non-GAAP |
GE 2021 PROXY STATEMENT 31
AEIP POOL PERFORMANCE METRICS | THRESHOLD (50%) | TARGET (100%) | MAXIMUM (150%) | WEIGHT | RESULT | ADJUSTED BONUS POOL PAYOUT | ||||||
Gas Power (Strazik) | Free Cash Flow ($M)* | 50% | Maximum | 80% | ||||||||
Organic Margin Expansion (bps)* | 25% | Below Threshold | ||||||||||
Organic Revenue Growth* | 25% | Below Threshold |
** | The company does not report |
GE 2024 PROXY STATEMENT31
AEIP POOL PERFORMANCE METRICS** | THRESHOLD (50%) | TARGET (100%) | MAXIMUM (150%) | WEIGHT | RESULT | ADJUSTED BONUS POOL PAYOUT | ||||||
Healthcare (Murphy) | Free Cash Flow ($M)* | 34% | Maximum | 125% | ||||||||
Organic Margin Expansion (bps)* | 33% | Maximum | ||||||||||
Organic Revenue Growth* | 33% | Above Target |
32 GE 2021 PROXY STATEMENT
As part of our annual compensation program, we Overview of Long-Term Incentive CompensationIn recent years,have useduse a mix of long-term incentive compensation awards: Performance Share Units (PSUs), Performance Shares, Restricted Stock Units (RSUs)PSUs, RSUs and stock options. In 2020, we made Annual Equity Awards in March as well as Leadership Equity Awards in August and September.
Annual Equity Incentive Awards
HOW WE DETERMINE AWARD MIX AND AMOUNTS. In determining award mix and 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 2020,Generally, our annual equity incentive awards for seniornamed executives other than Mr. Culp (who only received PSUs) wereare weighted approximately 50% as PSUs, 30% as stock options and 20% as RSUs.
WHY WE USE PSUs AND PERFORMANCE SHARES. We see PSUs and performance shares as a means to focus our For some named executives on particular goals, including long-term operating goals. Consistent with this philosophy, in recent years we have expanded2023, the numberweighting mix differed, reflecting additional RSUs that were granted in recognition of senior leaders receiving PSU awards to drive greater alignment between these executives and shareholders. PSUs and performance shares each have formulaically determined payouts that are earned only if the company achieves specified performance goals. PSUs and performance shares reward and retaincompletion of 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.HealthCare spin-off.
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 either PSUs or Performance Shares, as agreed in his employment agreement.performance-based equity. By granting Mr. Culp long-term incentive compensation solely in the form of performance-based equity, the committee has put moretied a substantial portion of Mr. Culp’s compensation at risk, providing him with increased incentive to drive longer-term improvementslong-term shareholder value creation.
HOW OUR ANNUAL PSUs WORK.
PSU awards are designed to focus our named executives on long-term financial and operating goals for the company overall. Our PSU awards have formulaically determined payouts that are earned only if the company achieves specified performance levels over the relevant performance period. Generally, in the business.first quarter of each year the committee selects the performance metrics for our PSU awards to be granted that year. The committee chooses performance metrics that it believes align with the company’s long-term strategic objectives and contribute to the creation of long-term shareholder value. The committee then monitors company performance against the performance metrics over the applicable performance period, and the committee certifies the final levels of achievement. The certified achievement levels determine the percentage of the target number of PSUs under the award that a named executive will earn.
HOW WE SELECTED METRICS AND TARGETS FOR THE 2023 PSUs.
The PSUs granted in 2023 will vest over a three-year performance period with performance measured as the average of three consecutive one-year performance periods (2023, 2024 and 2025) against adjusted earnings per share* (50% weighting) and free cash flow* (50% weighting) targets, subject to modification of +/- 20% based on three-year relative TSR versus the S&P 500 Industrials Index, with results interpolated for performance between threshold (25%), target (100%) and maximum (175%). The committee believes this approach to average three consecutive performance years is responsive to shareholder feedback about the length of the PSU performance period and appropriate during the current transitional period for the company. The committee chose adjusted earnings per share and free cash flow as metrics to incentivize and focus management on both profitability and cash generation, which continue to be important financial priorities for GE. These are total company financial metrics that help align all company leaders who receive the PSUs with the same performance target, in contrast to the metrics used in our AEIP for business employees which are based on business-level performance.
The committee establishes targets and performance levels that are designed to be rigorous but realistic and informed by our annual financial performance goals and external guidance. The target, threshold and maximum performance levels for each performance measure are set with reference to annual budgets for the total company that our CEO and CFO establish. Targets for the 2023 PSUs also reflected the completion of the spin-off of GE HealthCare in January 2023, which reduced revenue and cash flows at the total company level.
OUR PATH FORWARD | LONG-TERM INCENTIVE DESIGN FOR GE AEROSPACE. As previously disclosed, GE Aerospace is committed to strengthening alignment with shareholders through the inclusion of multi-year financial targets in the performance stock unit design. The post-spin-off design for these awards has not yet been approved, as the GE Aerospace Board and Compensation Committee will be reviewing this further after the planned spin-off of GE Vernova. |
* | Non-GAAP Financial Measure. For information on how these metrics are calculated, see Explanation of Non-GAAP Financial Measures and Performance Metrics on page 68. |
WHY 32GE 2024 PROXY STATEMENT
2021. The annual PSU awards granted to the named executives in 2021 used a three-year performance period based on GE’s 2021 adjusted earnings per share (50% weighting) and total company free cash flow (50% weighting) performance against target levels and subject to modification of +/- 20% based on three-year relative TSR versus the S&P 500 Industrials Index, with results interpolated for performance between threshold, target and maximum. | |||
** Based on the weighted average relative TSR as a result of using (i) 27th percentile performance for the approximately two-year period from January 2021 through the GE HealthCare spin-off in January 2023, and (ii) 97th percentile performance for the approximately one-year period from the GE HealthCare spin-off in January 2023 through the completion of the PSU performance period on December 31, 2023. See Treatment of Outstanding Employee Equity Awards with the Spin-Offs on page 34 for additional information. PSU metrics for 2021 were set and reported here using our prior three-column financial statement metrics of GE Industrial earnings per share and GE Industrial free cash flow. | |||
2022 PSUs HAD NO PAYOUT. As described in the Company’s proxy statement filed on March 16, 2023, the company did not achieve the threshold level of performance for either of the performance metrics for the payout of these awards, and accordingly in February 2023 the committee cancelled all 2022 PSUs with no payout. |
2023. The annual PSU awards granted to the named executives in 2023 used a three-year performance period based on the average of three consecutive one-year performance periods (2023, 2024 and 2025) against adjusted earnings per share (50% weighting) and free cash flow (50% weighting) targets, subject to modification of +/- 20% based on three-year relative TSR versus the S&P 500 Industrials Index, with results interpolated for performance between threshold, target and maximum. | |||
* | Non-GAAP Financial Measure. For information on how these metrics are calculated, see Explanation of Non-GAAP Financial Measures and Performance Metrics on page 68. |
GE 2024 PROXY STATEMENT33
Restricted Stock Units and Stock Options.
WE USE STOCK OPTIONS AND RSUs. RSUs TO FOCUS ON LONG-TERM VALUE CREATION. We believe that awards of stock options and RSUs effectively focus our named executives on delivering long-term value to our shareholders. OptionsStock options have value only to the extent that the price of GE stock rises between thean award’s grant date and theits exercise date. RSUsRSU awards reward and retain the named executives by offering them the opportunity to receive GE stock if they are stillremain employed by the company on the date thethat an award’s 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. All of the named executives, other than Ms. Miller, were granted PSUs in 2020 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 Industrial Index, from the beginning of the performance period of March 2, 2020 through December 31, 2022. The 2020 PSU 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. The 2020 PSUs are eligible to be earned as follows (with proportional adjustment for performance between threshold, target and maximum):
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Performance below threshold results in no PSUs being earned. The named executives may receive between 0% and 175% of the target number of PSUs granted.
20202023 RSUs AND STOCK OPTIONS. The annual awards of RSUs and stock options granted in 2020 generally2023 will vest in two equal installments on the second and third anniversary of the grant date.
2019 PSUs. Our Policy on Dividend Equivalents.The
Our awards of PSUs, grantedperformance shares and RSUs are entitled to receive dividend equivalents or dividends, as applicable, and such dividend equivalents or dividends are only paid out on the shares actually received by our named executives in 2019 could convert into sharesunder the terms of GE stock at the end of the approximately three-year performance period based on GE’s TSR versus the S&P 500 from the beginning of the performance period of March 19, 2019 through December 31, 2021. The 2019 PSUssuch awards. Stock options are eligiblenot entitled to be earned as follows (with proportional adjustment for performance between threshold, target and maximum):receive any dividend equivalents or dividends.
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The approach for the applicable equitable adjustments is to align employees with their business assignments and roles relative to the spin-offs. For the GEHC spin-off, GEHC employees’ awards converted into GEHC awards; business-level GE employees continued to hold GE awards; and Corporate employees at GE received a combination of GE and GEHC awards, aligned with how GE shareholders received GEHC shares as a distribution on their existing GE shares in the spin-off. For the GEV spin-off, we expect that GEV employees’ awards will convert into GEV awards; and non-GEV employees will continue to hold GE awards. In each case, the approach was designed to preserve the pre-spin-off value of the relevant employee equity awards. The post-spin-off equity awards reflecting these equitable adjustments are (or will be) generally subject to the same vesting conditions and other terms prior to the spin-off, except that (i) the annual 2021 PSU awards held by GE employees following the GEHC spin-off measured GE’s relative TSR |
34GE 20212024 PROXY STATEMENT33
2020 Leadership AwardsIn August and September 2020, the committee granted Leadership equity awards to certain executives throughout GE. The Leadership Awards were structured to align with market practice, and with a goal of retaining the executive team and other key personnel throughout the company to lead GE through its multi-year transformation. The awards generally vest over three to five years, with the goal of aligning with shareholder’s expectations to deliver performance over the long-term. Mr. Culp and Ms. Dybeck Happe were granted performance-based Leadership Awards that pay out only to the extent that GE’s stock price significantly appreciates over a four- or five-year performance period. For more information on the Leadership Awards granted to Mr. Culp and Ms. Dybeck Happe, see “Compensation Actions for 2020” on page 35.
As part of a broad effort to secure and incentivize the ongoing efforts of key employees across the company, other executives were granted RSUs, which incentivize continued service and balance against excessive risk taking. The Leadership RSUs generally vest in two equal installments on the third and fourth anniversary of the grant date.
2020 New Hire AwardsThe committee granted New Hire awards in the form of stock options to Ms. Dybeck Happe and Mr. Slattery. The grant date fair value of the awards reflects the value forfeited from the executives leaving their prior employers. The stock options vest on the fourth anniversary of the grant date (in the case of Ms. Dybeck Happe) and annually over three years (in the case of Mr. Slattery).
Gas Power Free Cash Flow Incentive ProgramFrom time to time the committee may authorize special compensation programs to incentivize acceleration of specific goals and priorities for a particular business. Such programs may be structured to pay out in the form of cash or equity. In December 2018, the committee approved a special 2-year program for leaders within the Gas Power business, to focus on accelerating free cash flow improvement. The cash award was to be paid at target if the 2019-2020 cumulative free cash flow goal of $(2.11) billion was met or exceeded. If 2019-2020 cumulative free cash flow was less than $(2.36) billion, no cash award would be paid, and if 2019-2020 cumulative free cash flow was $(1.86) billion or more, the cash award was to be paid at 150% of the target cash value (but in no event would it exceed 150%). Due to effective management of cost measures and operational improvements, the business delivered strong free cash flow during 2019 and positive cash flow in 2020, resulting in the award paying out at 150% of target. The award had a target value of $1.9 million for Mr. Strazik, based on 100% of Mr. Strazik’s target cash compensation for 2020 (including salary and target bonus). To remain eligible for the award, Mr. Strazik was required to remain the CEO of the Gas Power business through the end of 2020.
34 GE 2021 PROXY STATEMENT
GE Tenure: | ||
CURRENT AND PRIOR ROLES
2023 Performance Highlights As • Delivered strong total company performance in 2023, more than tripling earnings and generating almost 70% more free cash flow* than in 2022. • Led the • At GE Aerospace, delivered strong financial results and focused on improving execution as the | ||
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CEO Pay Structure
Leadership Performance Share AwardIn recognition of Mr. Culp’s essential role in leading GE’s ongoing transformation, on August 18, 2020, the committee recommended, and the Board approved, an amendment to Mr. Culp’s employment agreement to extend the term of the agreement through August 2024, or such later date as mutually agreed by the parties up to and through August 17, 2025. In connection with the extension, the Board also approved a one-time equity performance grant to Mr. Culp, which was intended to provide Mr. Culp with the incentive to continue to provide services to GE during this extended employment term, and reward returns to investors through stock price appreciation. Mr. Culp voluntarily relinquished any rights to the inducement PSUs, which were granted when he became CEO in 2018.
BACKGROUNDAs discussed in more detail in the Letter from the Management Development & Compensation Committee on page 27, as it became clear in 2020 that the GE transformation would take longer than previously contemplated, the Board determined that securing
Mr. Culp’s continued leadership was one of the most important steps it could take during a period of great uncertainty about GE’s outlook. Led by the committee, the Board engaged in a process for developing an incentive award that it believed would be in the best interests of shareholders during this extended employment term, after considering the circumstances at the time such as:
AWARD MECHANICSThe Leadership Performance Share Award granted to Mr. Culp uses the same relative performance thresholds (i.e., 50-150% increase above baseline price) as the 2018 inducement PSUs, but is intended to secure Mr. Culp’s service for two more years (for a total of 6 years). The award will pay out as a number of GE shares, subject to his continued service to the company or termination under certain conditions, based upon the highest average closing price of GE’s stock for any 30 consecutive trading days during the four-year performance period from August 18, 2020 to August 17, 2024, or such later date
GE 2021 PROXY STATEMENT 35
as mutually agreed by the parties up to and through August 17, 2025. Achievement of the performance goal is measured against a baseline
price of $6.67 (the average of the closing prices of GE’s stock over the period of 30 consecutive trading days up to and including August 18, 2020) as set forth in the table below.
THRESHOLD | TARGET | MAXIMUM | ||||
Percentage increase above baseline price | 50% | 100% | 150% | |||
30 consecutive trading day average GE closing price | $10.01 | $13.34 | $16.68 | |||
Payout (number of GE shares) | 4,647,676 | 9,295,352 | 13,943,028 |
If the 30 consecutive trading day average GE closing price is between the threshold, target and maximum levels, a proportionate number of shares between those levels will be earned, subject to vesting at the end of the performance period. Dividends are paid out only on shares actually received. In the event of a spin-off of a business to GE shareholders, achievement of the performance goal will also factor in the performance of those securities from the spin date, and Mr. Culp’s Leadership Performance Share Award will also be adjusted to pay out
in shares of the spun-off entity (or, where infeasible, the company may adjust the award or the performance targets to prevent the enlargement or diminution of the award) at the end of the performance period. The award will be adjusted for any extraordinary dividends. Mr. Culp is also entitled to payment of the award if (i) the company undergoes a change of control, (ii) he is terminated other than for cause, (iii) he dies or is disabled, or (iv) he leaves the company for good reason. For more information, see “Potential Termination Payments” on page 48.
Compensation for Our Other Named Executives
Education: Delhi University; MBA, Purdue University
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CURRENT AND PRIOR ROLES Senior Vice President & CFO, GE (since 2023 Performance Highlights As CFO of GE and GE Aerospace, Mr. Ghai leads the company’s global finance organization and financial activities, including accounting and controllership, financial planning and analysis, tax, investor relations, internal audit, and treasury. Performance highlights during 2023 included: • At GE, drove two quarters of significant growth while simplifying and strengthening the balance sheet. • At GE Aerospace, drove double-digit revenue, profit, and cash growth for the year, reflecting ongoing strength in Commercial Engines and Services. • Led GE’s and GE Aerospace’s finance and treasury functions through separation activities in connection with the planned spin-offs, as well as advised on ongoing capital allocation matters. |
* Non-GAAP Financial Measure. For more information on how these metrics are calculated, see page 68.
GE 2024 PROXY STATEMENT35
Carolina Dybeck Happe, 51 Education: Uppsala University, Sweden GE Tenure: 4 Years | ||
CURRENT AND PRIOR ROLES Former Senior Vice President, Finance (2023-2024); Former SVP & CFO, GE (2020-2023); former CFO and Executive committee member, A.P. Moller-Maersk A/S (2019-2020); former Executive
2023 Performance Highlights Ms. Dybeck Happe | ||
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LEADERSHIP PSU GRANT. In September 2020, the committee granted Ms. Dybeck Happe a Leadership PSU award, recognizing the importance of her decisive actions to build better cost structures, and reduce debt and balance sheet risk, and the importance of ensuring her leadership over the long term. Her Leadership PSU award will pay out as a number of GE shares, subject to her continued service, if the company’s stock price appreciates significantly during the five-year performance period between September 3, 2020 and September 2, 2025. Achievement of the performance goals will be measured against a baseline price of
$6.67 (the average of the closing prices of the company’s stock over the period of 30 consecutive trading days up to and including August 18, 2020) as set forth in the table below. In defining these performance and service requirements, the committee intended to set performance criteria that align her interests with shareholders over the long term. Ms. Dybeck Happe’s Leadership PSUs were designed to secure long-term leadership of the finance organization with a longer vesting period than the CEO’s Leadership Performance Share Award.
THRESHOLD | TARGET | MAXIMUM | ||||
Percentage increase above baseline price | 50% | 100% | 150% | |||
30 consecutive trading day average GE closing price | $10.01 | $13.34 | $16.68 | |||
Payout (number of GE shares) | 546,960 | 1,093,920 | 1,640,880 |
If the 30 consecutive trading day average GE closing price is between the threshold, target and maximum levels, a proportionate number of shares between those levels will be earned. Dividend equivalents are paid out only on shares actually received. Ms. Dybeck Happe’s PSU award is subject to the same adjustment provisions as described above with respect to Mr. Culp’s Performance Share
Award. Ms. Dybeck Happe is also entitled to payment of the award if (i) the company undergoes a change of control, (ii) she is terminated other than for cause, (iii) she dies or is disabled, or (iv) she leaves the company for a good reason. For more information, see “Potential Termination Payments” on page 48.
36 GE 2021 PROXY STATEMENT
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• While CFO, • As SVP, Finance, assisted with the transition of the finance, treasury and digital technology functions in connection with the CFO transition and the planned spin-off of GE Vernova. |
Russell Stokes, 52 Education: Cleveland State University GE Tenure: 27 Years | ||
CURRENT AND PRIOR ROLES President and CEO, GE Commercial Engines & Services, GE Aerospace (since July 2022); former President and CEO, GE Aviation Services (2020-2022); former President and CEO, GE Power Portfolio (2018-2020); former President and CEO, GE Power (2017-2018); former President & CEO, GE Energy Connections (2015-2017); former President & CEO, GE Transportation 2023 Performance Highlights As CEO of the Commercial Engines & Services business, a sub-business within our Aerospace business, Mr. Stokes leads an organization that manufactures jet engines for commercial aircrafts and provides maintenance, component repair and overhaul services, including sales of replacement parts. Performance highlights during 2023 included: • Drove double-digit growth in Commercial Engines & Services through robust demand & operational improvements, leveraging lean to create new capacity to meet higher demand and decrease turnaround time and cost. • Ramped equipment delivery while growing profit through services, with commercial engine deliveries up 25% and internal shop visits up 10% in 2023. • Managed product lifecycle to enable customer success, while sustainably growing free cash flow*. |
* Non-GAAP Financial Measure. For more information on how these metrics are calculated, see page 68.
36GE 2024 PROXY STATEMENT
Michael Holston, 61 Education: Notre Dame; J.D., Villanova GE
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| CURRENT AND PRIOR ROLES Senior Vice President, 2023 Performance Highlights As General Counsel, Mr. Holston leads the company’s global legal, compliance and ethics, corporate secretary and environment health & safety organizations. Performance highlights during 2023 included:
• Led recruitment of world-class board of directors for GE Vernova and GE Aerospace; established board and governance structure for all three planned independent public companies. • Continued to lead the | ||
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GE 2021 PROXY STATEMENT 37
Education: Marshall University; M.A., Labor & Industrial Relations, Michigan State University
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CURRENT AND PRIOR ROLES Senior Vice President, Chief Human Resources Officer (CHRO) (since February 2019) and Chief Administrative Officer (CAO), GE
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2023 Performance Highlights As CHRO, Mr. Cox is responsible for leading GE’s global HR organization, including talent management, leadership development and learning, compensation and benefits, employee relations, and security. As CAO of GE • Led the staffing and • Co-led identification and recruitment process for GE Aerospace and GE Vernova boards of
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GE 20212024 PROXY STATEMENT37
Table of Contents
NAME & PRINCIPAL POSITION | YEAR | SALARY | BONUS | STOCK AWARDS | STOCK OPTIONS | PENSION & DEFERRED COMP. | ALL OTHER COMP | SEC TOTAL | ||||||||||||||||
Larry Culp 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 | ||||||||||
2018 | $ | 625,000 | $ | 937,500 | $ | 13,740,000 | $ | 0 | $ | 86,662 | $ | 9,665 | $ | 15,398,827 | ||||||||||
Carolina Dybeck Happe* SVP & CFO | 2020 | $ | 1,250,000 | $ | 1,325,000 | $ | 10,415,106 | $ | 9,500,003 | $ | 246,010 | $ | 1,032,906 | $ | 23,769,025 | |||||||||
Jamie Miller Former SVP & CFO | 2020 | $ | 1,087,500 | $ | 875,000 | $ | 4,940,432 | $ | 1,254,957 | $ | 0 | $ | 783,756 | $ | 8,941,645 | |||||||||
2019 | $ | 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 | ||||||||||
Kieran Murphy** SVP, GE & CEO Healthcare | 2020 | $ | 1,186,657 | $ | 1,699,805 | $ | 8,291,656 | $ | 1,500,002 | $ | 338,157 | $ | 64,175 | $ | 13,080,452 | |||||||||
2019 | $ | 1,125,210 | $ | 1,532,201 | $ | 2,517,550 | $ | 1,050,019 | $ | 266,876 | $ | 57,877 | $ | 6,549,733 | ||||||||||
2018 | $ | 1,135,814 | $ | 1,703,721 | $ | 2,608,677 | $ | 1,670,000 | $ | 118,580 | $ | 53,373 | $ | 7,290,165 | ||||||||||
John Slattery* SVP, GE & CEO Aviation | 2020 | $ | 588,768 | $ | 1,375,000 | *** | $ | 2,097,221 | $ | 2,399,998 | $ | 87,815 | $ | 4,685,336 | $ | 11,234,138 | ||||||||
Scott Strazik* SVP, GE & CEO, Gas Power | 2020 | $ | 925,000 | $ | 3,675,000 | **** | $ | 7,164,670 | $ | 1,005,000 | $ | 3,153,578 | $ | 28,654 | $ | 15,951,902 |
NAME & PRINCIPAL POSITION | YEAR | SALARY | BONUS* | STOCK AWARDS** | STOCK OPTION | NON-EQUITY INCENTIVE PLAN COMP. | CHANGE IN PENSION VALUE & DEFERRED COMP. | ALL OTHER COMP | SEC TOTAL | |||||||||||||||||||||||||
H. Lawrence Culp, Jr. Chairman & CEO, GE and CEO, GE Aerospace | 2023 | $ | 2,500,000 | $ | 0 | $ | 4,999,987 | $ | 0 | $ | 5,625,000 | $ | 1,002,278 | $ | 571,020 | $ | 14,698,285 | |||||||||||||||||
2022 | $ | 2,500,000 | $ | 0 | $ | 5,000,021 | $ | 0 | $ | 525,000 | $ | 151,653 | $ | 21,350 | $ | 8,198,024 | ||||||||||||||||||
2021 | $ | 2,500,000 | $ | 4,200,000 | $ | 14,999,996 | $ | 0 | $ | 0 | $ | 943,153 | $ | 20,300 | $ | 22,663,449 | ||||||||||||||||||
Rahul Ghai*** SVP & CFO | 2023 | 900,000 | $ | 0 | $ | 2,529,166 | $ | 0 | $ | 1,374,332 | $ | 0 | $ | 102,994 | $ | 4,906,492 | ||||||||||||||||||
Carolina Dybeck Happe Former SVP, Finance | 2023 | 1,333,333 | $ | 0 | $ | 1,745,057 | $ | 1,499,995 | $ | 2,500,000 | $ | 352,570 | $ | 1,982,021 | $ | 9,412,976 | ||||||||||||||||||
2022 | $ | 1,500,000 | $ | 0 | $ | 3,354,008 | $ | 1,500,016 | $ | 262,500 | $ | 0 | $ | 3,124,668 | $ | 9,741,192 | ||||||||||||||||||
2021 | $ | 1,500,000 | $ | 2,100,000 | $ | 3,602,609 | $ | 1,499,998 | $ | 0 | $ | 351,465 | $ | 1,415,986 | $ | 10,470,058 | ||||||||||||||||||
Russell Stokes SVP, GE & CEO Commercial Engines & Services, GE Aerospace | 2023 | $ | 1,400,000 | $ | 0 | $ | 1,745,057 | $ | 1,499,995 | $ | 2,086,000 | $ | 1,414,057 | $ | 115,832 | $ | 8,260,941 | |||||||||||||||||
2022 | $ | 1,400,000 | $ | 0 | $ | 2,549,063 | $ | 1,140,001 | $ | 1,652,000 | $ | 3,217 | $ | 113,422 | $ | 6,857,703 | ||||||||||||||||||
2021 | $ | 1,400,000 | $ | 1,456,000 | $ | 2,521,819 | $ | 1,050,001 | $ | 0 | $ | 2,733 | $ | 89,211 | $ | 6,519,764 | ||||||||||||||||||
Michael Holston*** SVP, General Counsel & Secretary | 2023 | $ | 1,500,000 | $ | 0 | $ | 2,220,619 | $ | 1,124,996 | $ | 2,812,500 | $ | 564,524 | $ | 23,100 | $ | 8,245,739 | |||||||||||||||||
Kevin Cox*** SVP, CHRO, GE and CAO, GE Aerospace | 2023 | $ | 1,000,000 | $ | 0 | 2,133,283 | $ | 1,049,990 | $ | 2,980,000 | $ | 509,609 | $ | 41,820 | $ | 7,714,702 |
* | |
** | The performance metrics for the 2024 and 2025 performance periods of the PSUs granted in 2023 were not established at the time of the grant, and thus for the associated portions of those PSUs no value was estimable or reportable in accordance with SEC rules at the time of the 2023 PSU grants. The fair value for those portions of the 2023 PSU grants will be reported in future years once the performance targets are established and the value is estimable. See Compensation Actions for 2023 for the target amount of equity granted to each named executive in 2023. |
*** | Under applicable SEC rules, we have excluded |
SALARY. 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 to peers within and outside the company.executives. Each of the named executives other than Mr. Murphy, contributed a portion of his or her salary to the GE Retirement Savings Plan (RSP)(GE RSP), the company’s 401(k) savings plan. As of April 2020, in light of the business challenges and economic uncertainty resulting from the COVID-19 pandemic, Mr. Culp voluntarily forfeited his salary for the remainder of 2020. The salary amountplan, except for Ms. Miller is through her departureDybeck Happe. See Base Salaries on September 30, 2020.page 29 for more information.
BONUS. Amounts earned under our annual cash bonus program.the AEIP in 2021. For Mr. Slattery, who joinedamounts earned under the companyAEIP in July 2020, this amount includes a $1.0 million signing bonus. For Mr. Strazik, this amount includes a $2.85 million bonus earned in connection with2022 and 2023, see the Gas Power Free Cash FlowNon-Equity Incentive Program.Plan Comp. column. See “Overview of OurBonuses under the Annual Executive Incentive Compensation Plans” Planon page 3029 for additional information on the bonusAEIP program.
STOCK AWARDS. Aggregate grant date fair value of stock awards in the form of PSUs and RSUs and in the case of Mr. Culp, performance shares,deemed granted in the years shown. Generally, these amounts reflect the aggregate grant date fair value is the amount that the company expects tocompany’s total accounting expense for accounting purposes over the award’s vesting schedulesuch award and doesdo not correspond to the actual value that the named executives will realize from the award.award, which may be more or less (such as in the event of a cancellation for the 2022 PSUs). The 2023 PSU awards are tied to one-year financial performance goals for each of 2023, 2024 and 2025. In particular,accordance with SEC rules, the actualaggregate grant date fair value of the 2023 portion of that award 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 2023 portion of the 2023 PSUs would have been as follows: Culp ($7,658,880), Ghai ($957,351), Dybeck Happe ($1,276,432), Stokes ($1,276,432), Holston ($957,378) and Cox ($893,451). See the 2023 Grants of Plan-Based Awards Table on page 40 for additional information for PSUs and performance shares received are different from the accounting expense because it depends on performance. For example, as described under “2018 PSUs Cancelled” on page 34, the 2018 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 compensationRSUs granted in the year of the PSU award to reflect the cancellation. For Ms. Miller, the reported amount for 2020 relates to the modification of certain awards under the terms of her separation agreement.2023.
STOCK OPTIONS. Aggregate grant date fair value of option awards granted in the years shown. These amounts reflect the company’s total accounting expense for such awards 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 reportAnnual Report on Form 10-K.10-K for 2023. See the Long-Term Incentive Compensation2023 Grants of Plan-Based Awards Tableon page 4140 for additional information on 20202023 grants. For Ms. Miller, the reported amount for 2020 relates to the modification of certain awards
NON-EQUITY INCENTIVE PLAN COMPENSATION. Amounts earned under the termsAEIP for 2022 and 2023. See the 2023 Grants of her separation agreement.Plan-Based Awards Table on page 40 and Bonuses under the Annual Executive Incentive Plan on page 29 for additional information.
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.
NAME | CHANGE IN PENSION VALUE | ABOVE MARKET EARNINGS | |||||
Culp | $ | 463,799 | $ | 0 | |||
Dybeck Happe | $ | 246,010 | $ | 0 | |||
Miller | $ | 0 | * | $ | 0 | ||
Murphy | $ | 338,157 | $ | 0 | |||
Slattery | $ | 87,815 | $ | 0 | |||
Strazik | $ | 3,153,578 | $ | 0 |
GE 2021 PROXY STATEMENT 39
NAME | CHANGE IN PENSION VALUE | ABOVE MARKET EARNINGS | ||||||
Culp | $ | 1,002,278 | $ | 0 | ||||
Ghai | $ | 0 | $ | 0 | ||||
Dybeck Happe | $ | 352,570 | $ | 0 | ||||
Stokes | $ | 1,410,566 | $ | 3,491 | ||||
Holston | $ | 564,524 | $ | 0 | ||||
Cox | $ | 509,609 | $ | 0 |
Year-over-year changes in pension value generally are driven by changes in actuarial pension assumptions as well as increases in service, age, and compensation.any additional service and compensation (as applicable by plan). See “Pension Benefits” Benefitson 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 2020.2023. See “Deferred Compensation” Compensationon page 44 for additional information.
38GE 2024 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 costs of these benefits for 2020,2023, minus any reimbursements by the named executives, are shown in the table below.
NAME | LIFE INSURANCE PREMIUMS | RETIREMENT SAVINGS PLAN | FINANCIAL AND TAX PLANNING | RELOCATION AND EXPATRIATE BENEFITS | RELOCATION AND EXPATRIATE TAX BENEFITS | OTHER | TOTAL | ||||||||||||||
Culp | $ | 0 | $ | 19,950 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 19,950 | |||||||
Dybeck Happe | $ | 0 | $ | 9,950 | $ | 0 | $ | 604,756 | $ | 402,931 | $ | 15,269 | $ | 1,032,906 | |||||||
Miller | $ | 77,638 | $ | 9,975 | $ | 7,254 | $ | 0 | $ | 0 | $ | 688,889 | $ | 783,756 | |||||||
Murphy | $ | 47,241 | N/A | $ | 0 | $ | 0 | $ | 0 | $ | 16,934 | $ | 64,175 | ||||||||
Slattery | $ | 0 | $ | 19,950 | $ | 0 | $ | 2,703,099 | $ | 1,951,782 | $ | 10,505 | $ | 4,685,336 | |||||||
Strazik | $ | 13,646 | $ | 7,125 | $ | 7,883 | $ | 0 | $ | 0 | $ | 0 | $ | 28,654 |
NAME | LIFE INSURANCE PREMIUMS | COMPANY CONTRIBUTIONS TO SAVINGS PLANS | COMPANY CREDITS TO RESTORATION PLAN | RELOCATION AND EXPATRIATE BENEFITS | RELOCATION AND EXPATRIATE TAX BENEFITS | SECURITY SERVICES | OTHER | TOTAL | ||||||||||||||||||||||||
Culp | $ | 0 | $ | 23,100 | $ | 0 | $ | 0 | $ | 0 | $ | 547,920 | $ | 0 | $ | 571,020 | ||||||||||||||||
Ghai | $ | 0 | $ | 23,100 | $ | 76,869 | $ | 0 | $ | 0 | $ | 0 | $ | 3,025 | $ | 102,994 | ||||||||||||||||
Dybeck Happe | $ | 0 | $ | 9,900 | $ | 0 | $ | 586,753 | $ | 1,344,129 | $ | 0 | $ | 41,239 | $ | 1,982,021 | ||||||||||||||||
Stokes | $ | 94,012 | $ | 21,450 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 370 | $ | 115,832 | ||||||||||||||||
Holston | $ | 0 | $ | 23,100 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 23,100 | ||||||||||||||||
Cox | $ | 0 | $ | 23,100 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 18,720 | $ | 41,820 |
LIFE INSURANCE PREMIUMS. 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,Mr. Stokes is the only named executive who is eligible under these plans were closedplans.
Company Contributions to new employees and employees who were not already employed at the relevant band level, including Messrs. Culp and Slattery and Ms. Dybeck Happe.
RETIREMENT SAVINGS PLAN. Savings Plans.For Ms. Miller and Mr. Strazik, represents Represents GE’s matching contributions to the named executives’ RSP accounts equaling up to 3.5% of eligible pay, up to the caps imposed under IRS rules, based on employee contributions (resulting match was 3.5% for Ms. Miller and 2.5% for Mr. Strazik). Messrs. Culp and Slattery and Ms. Dybeck Happe 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. Mr. Murphy is based outsideIn connection with the United Statesspinoff of GE HealthCare, the GE RSP was split into two separate plans – one maintained by GE HealthCare, and is ineligible for this program.the other maintained by GE. We anticipate splitting the GE RSP again in connection with the planned spin-off of GE Vernova. All named executives will remain in the GE RSP.
FINANCIAL AND TAX PLANNING. Company Credits to Restoration Plan. Expenses forRepresents GE’s accrued credits to the usenamed executives’ Restoration Plan accounts equaling 7% of advisors for financial, estatetheir annual earnings, which include base salary and tax preparationup to one-half of eligible bonus payments, that exceed the IRS-prescribed limit.
Relocation and planning, and investment analysis and advice.
RELOCATION AND EXPATRIATE BENEFITS. Expatriate Benefits.Expenses for relocating the named executives and their families in connection with their hiring from outside GE. With respect to Ms. Dybeck Happe, this amount includes expenses for relocating her and her family from Sweden to GE’s headquarters in Boston and continued residence outside her home country which includes the following:of Sweden: (1) travel and shipment expenses to relocate her, her family and household goods ($186,548), (2) housing and utilities ($213,899)275,000), (3)(2) educational support for her children ($145,044)148,618), (3) tax preparation services and (4) other relocation benefits. With respect to Mr. Slattery, this column includes the following
benefits provided to him in connection with his relocation from Ireland to GE Aviation’s headquarters in Cincinnati: (1) travel and shipment expenses to relocate him, his family and household goods ($100,615), (2) temporary living expenses ($15,855), (3) home purchase closing costs ($20,155), and (4) other relocation benefits, including a one-time housing allowance payment ($2,500,000) and educational support for his children ($60,375). 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. Relocation and Expatriate Tax gross-ups and equalizationBenefits. Tax benefits provided in connection with new hire relocations and international assignments. For Ms. Dybeck Happe, these benefits are pursuant to her employment agreement, and in 2023, include the following: (1) tax equalization payments ($894,801) intended to ensure that Ms. Dybeck Happe is not put in a disadvantaged tax position as a result of her position with GE in the United States and (2) taxes paid in connection with relocation benefits ($449,328).
OTHER. Security ServicesTotal amount. Reflects incremental cost of providing personal security services as needed to address security concerns for our CEO. We believe providing this security to our CEO is necessary and appropriate given the nature of our business, and ensuring his safety is to the company’s benefit.
Other. In addition, the amounts in this column reflect 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).executive. These other benefits included items such as: (1) car service fees; (2) ancertain expenses associated with the named executives’ and their invited guests’ attendance at sporting events; (3) annual physical examination;examinations; (4) legal and (3) incremental costs associated with travel by guests accompanying the executive on business travel on company leased aircraft, such as for catering.professional fees, and (5) financial planning services. 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 2020,2023, 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. For Ms. Miller, this amount includes $688,889 of her $2.9 million severance benefits that were paid or accrued to her under the terms of her separation agreement during 2020. For Mr. Murphy, this amount includes a monthly car allowance, totaling $16,934 in 2020.
SEC TOTAL. Total. Total compensation, as determined under SEC rules.
40
GE 20212024 PROXY STATEMENT39
Table of Contents
Long-Term Incentive Compensation
In recent years, we have used a mix of short-term incentive compensation under the AEIP and long-term incentive compensation awards: PSUs, Performance Shares,performance shares, RSUs, and stock options. In 2020,2023, we made Annual Equity Awardsgranted annual equity awards in March as well as Leadership Equity Awards in August and September.March.
Long-Term Incentive Compensation TableThe following table — also known as the
The following table shows Performance Shares,bonuses under our AEIP, and awards of RSUs, PSUs RSUs and stock options granted to our named executives in 2020. Each of these2023. These awards waswere approved under the 2007GE 2022 Long-Term Incentive Plan, a plan that shareholders approved in 2007, 2012 and 2017.2022 (the 2022 LTIP). For more information on each of the award types, see “Overview of Long-Term Incentive Compensation”Compensation on page 33.32. The 2023 PSU awards are tied to one-year performance goals for each of 2023, 2024 and 2025. This table reflects the 2023 portion of the 2023 PSU awards. The performance metrics for the 2024 and 2025 portions of the 2023 PSUs were not set at the time of the grant, and in accordance with SEC rules, such portions were not deemed granted during 2023. Such portions will be disclosed in future years once the targets are set and the applicable portion is deemed granted.
ESTIMATED FUTURE PAYOUTS UNDER PERFORMANCE SHARES / PSUs | RESTRICTED STOCK UNITS (#) | STOCK OPTIONS (#) | OPTION EXERCISE PRICE | GRANT DATE FAIR VALUE OF AWARDS | ||||||||||||||||
NAME | GRANT DATE | AWARD TYPE | THRESHOLD | TARGET | MAXIMUM | |||||||||||||||
Culp | 3/2/2020 | Annual Equity | 331,132 | 1,324,527 | 2,317,922 | $ | 15,000,003 | |||||||||||||
8/18/2020 | Leadership | 4,647,676 | 9,295,352 | 13,943,028 | $ | 57,054,871 | ||||||||||||||
Dybeck Happe | 3/2/2020 | New Hire | 2,061,856 | $ | 11.21 | $ | 8,000,001 | |||||||||||||
3/2/2020 | Annual Equity | 55,189 | 220,755 | 386,321 | $ | 2,500,006 | ||||||||||||||
3/2/2020 | Annual Equity | 81,633 | $ | 915,106 | ||||||||||||||||
3/2/2020 | Annual Equity | 408,720 | $ | 11.21 | $ | 1,500,002 | ||||||||||||||
9/3/2020 | Leadership | 546,960 | 1,093,920 | 1,640,880 | $ | 6,999,994 | ||||||||||||||
Miller | 2/25/2020 | Separation | 108,269 | 433,076 | 757,883 | $ | 3,921,632 | |||||||||||||
Modification* | ||||||||||||||||||||
2/25/2020 | Separation | 90,000 | $ | 1,018,800 | ||||||||||||||||
Modification* | ||||||||||||||||||||
2/25/2020 | Separation | 380,290 | $ | 10.19 | $ | 1,254,957 | ||||||||||||||
Modification* | ||||||||||||||||||||
Murphy | 3/2/2020 | Annual Equity | 55,189 | 220,755 | 386,321 | $ | 2,500,006 | |||||||||||||
3/2/2020 | Annual Equity | 81,633 | $ | 915,106 | ||||||||||||||||
3/2/2020 | Annual Equity | 408,720 | $ | 11.21 | $ | 1,500,002 | ||||||||||||||
9/3/2020 | Leadership | 771,605 | $ | 4,876,544 | ||||||||||||||||
Slattery | 7/13/2020 | New Hire | 539,568 | $ | 6.70 | $ | 1,499,999 | |||||||||||||
9/2/2020 | Annual Equity | 162,669 | 650,675 | 1,138,681 | $ | 1,500,001 | ||||||||||||||
9/2/2020 | Annual Equity | 92,736 | $ | 597,220 | ||||||||||||||||
9/2/2020 | Annual Equity | 343,511 | $ | 6.44 | $ | 899,999 | ||||||||||||||
Strazik | 3/2/2020 | Annual Equity | 36,977 | 147,906 | 258,836 | $ | 1,675,006 | |||||||||||||
3/2/2020 | Annual Equity | 54,694 | $ | 613,120 | ||||||||||||||||
3/2/2020 | Annual Equity | 273,842 | $ | 11.21 | $ | 1,005,000 | ||||||||||||||
9/3/2020 | Leadership | 771,605 | $ | 4,876,544 |
|
Option Exercise Price
ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS. Amounts shown are the threshold, target and maximum potential payouts under the AEIP for 2023. The payout under the 2023 AEIP can range from zero for below threshold performance against all financial performance measures to a maximum of 160% of target, based on the maximum level of achievement of all financial performance measures and the 10% safety modifier. The actual 2023 AEIP payouts for our named executives are reported in the Summary Compensation Table in the Non-Equity Incentive Plan Compensation column. For more information on the AEIP, see Bonuses under the Annual Executive Incentive Plan on page 29.
ESTIMATED FUTURE PAYOUTS UNDER PSUs. Amounts shown are the threshold, target and maximum number of PSUs that could be earned under awards granted in 2023 (which only reflects the portion of the 2023 PSU awards that are tied to 2023 performance metrics). The payout of the 2023 PSU awards can range from zero for below threshold performance against both performance measures to a maximum of 175% of target, based on the maximum level of achievement of both performance measures. For more information on the 2023 PSU awards see Performance Stock Awards on page 32.
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 of an award is the amount that the company expects to expense in its financial statements over the award’s vesting schedule.
For stock | |
For |
For |
40GE 20212024 PROXY STATEMENT
The following table shows the named executives’ stock and option grants as of year-end. It includes unexercised stock options awards (vested and unvested), RSUs, Outstanding Equity Awards TableThe following table — also known as the2023 Outstanding Equity Awards at Fiscal Year-End Table —Performance Sharesperformance shares and PSUs for which vesting conditions were not yet satisfied as of December 31, 2020.
OUTSTANDING EQUITY AWARDS TABLE
NAME OF EXECUTIVE | GRANT DATE | AWARD TYPE | NUMBER OUTSTANDING | PORTION EXERCISABLE | EXERCISE PRICE | EXPIRATION DATE | MARKET VALUE | VESTING SCHEDULE | ||||||||||
Culp | 3/19/2019 | PSUs | 375,000 | $ | 4,050,000 | 100% in 2022, subject to performance | ||||||||||||
3/2/2020 | PSUs | 331,132 | $ | 3,576,226 | 100% in 2023, subject to performance | |||||||||||||
8/18/2020 | Performance | 9,295,352 | $ | 100,389,802 | 100% in 2024, subject to performance | |||||||||||||
Shares | ||||||||||||||||||
Total | 10,001,484 | $ | 108,016,028 | |||||||||||||||
Dybeck Happe | 3/2/2020 | Options | 2,061,856 | 0 | $ | 11.21 | 3/2/2030 | $ | 0 | 100% in 2024 | ||||||||
3/2/2020 | Options | 408,720 | 0 | $ | 11.21 | 3/2/2030 | $ | 0 | 50% in 2022 and 2023 | |||||||||
3/2/2020 | PSUs | 55,189 | $ | 596,041 | 100% in 2023, subject to performance | |||||||||||||
3/2/2020 | RSUs | 81,633 | $ | 881,636 | 50% in 2022 and 2023 | |||||||||||||
9/3/2020 | PSUs | 1,093,920 | $ | 11,814,336 | 50% in 2024 and 2025, | |||||||||||||
subject to performance | ||||||||||||||||||
Total | 3,701,318 | 0 | $ | 13,292,013 | ||||||||||||||
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 | 12/31/2022 | $ | 0 | ||||||||||
9/5/2014 | Options | 416,152 | 416,152 | $ | 25.09 | 12/31/2022 | $ | 0 | ||||||||||
9/11/2015 | Options | 156,057 | 156,057 | $ | 23.99 | 12/31/2022 | $ | 0 | ||||||||||
9/9/2016 | Options | 156,057 | 156,057 | $ | 28.95 | 12/31/2022 | $ | 0 | ||||||||||
9/6/2017 | Options | 156,057 | 156,057 | $ | 23.96 | 12/31/2022 | $ | 0 | ||||||||||
2/26/2018 | PSUs | 52,019 | $ | 561,805 | 100% in 2021, subject to performance | |||||||||||||
3/19/2019 | Options | 380,290 | 380,290 | $ | 10.19 | 12/31/2022 | $ | 231,977 | ||||||||||
3/19/2019 | PSUs | 56,250 | $ | 607,500 | 100% in 2022, subject to performance | |||||||||||||
Total | 2,075,138 | 1,966,869 | $ | 1,401,282 | ||||||||||||||
Murphy | 9/7/2012 | Options | 104,038 | 104,038 | $ | 20.76 | 9/7/2022 | $ | 0 | |||||||||
9/13/2013 | Options | 83,230 | 83,230 | $ | 22.86 | 9/13/2023 | $ | 0 | ||||||||||
9/5/2014 | Options | 102,089 | 102,089 | $ | 25.09 | 9/5/2024 | $ | 0 | ||||||||||
9/5/2014 | Options | 1,948 | 1,948 | $ | 25.09 | 9/5/2024 | $ | 0 | ||||||||||
9/11/2015 | Options | 130,047 | 130,047 | $ | 23.99 | 9/11/2025 | $ | 0 | ||||||||||
7/28/2016 | RSUs | 10,404 | $ | 112,363 | 100% in 2021 | |||||||||||||
9/30/2016 | Options | 156,057 | 124,845 | $ | 28.47 | 9/30/2026 | $ | 0 | 100% in 2021 | |||||||||
2/10/2017 | RSUs | 10,404 | $ | 112,363 | 50% in 2021 and 2022 | |||||||||||||
6/9/2017 | RSUs | 52,019 | $ | 561,805 | 100% in 2022 | |||||||||||||
9/6/2017 | Options | 156,057 | 93,634 | $ | 23.96 | 9/6/2027 | $ | 0 | 50% in 2021 and 2022 | |||||||||
9/6/2017 | RSUs | 8,739 | $ | 94,381 | 50% in 2021 and 2022 | |||||||||||||
1/29/2018 | Options | 520,190 | 0 | $ | 15.65 | 1/29/2028 | $ | 0 | 100% in 2021 | |||||||||
2/26/2018 | RSUs | 31,212 | $ | 337,090 | 100% in 2021 | |||||||||||||
2/26/2018 | PSUs | 23,408 | $ | 252,806 | 100% in 2021, subject to performance | |||||||||||||
3/19/2019 | Options | 295,780 | 0 | $ | 10.19 | 3/19/2029 | $ | 180,426 | 50% in 2021 and 2022 | |||||||||
3/19/2019 | RSUs | 70,000 | $ | 756,000 | 50% in 2021 and 2022 | |||||||||||||
3/19/2019 | PSUs | 43,750 | $ | 472,500 | 100% in 2022, subject to performance | |||||||||||||
3/2/2020 | Options | 408,720 | 0 | $ | 11.21 | 3/2/2030 | $ | 0 | 50% in 2022 and 2023 | |||||||||
3/2/2020 | PSUs | 55,189 | $ | 596,041 | 100% in 2023, subject to performance | |||||||||||||
3/2/2020 | RSUs | 81,633 | $ | 881,636 | 50% in 2022 and 2023 | |||||||||||||
9/3/2020 | RSUs | 771,605 | $ | 8,333,334 | 50% in 2023 and 2024 | |||||||||||||
Total | 3,116,519 | 639,831 | $ | 12,690,745 | ||||||||||||||
Slattery | 7/13/2020 | Options | 539,568 | 0 | $ | 6.70 | 7/13/2030 | $ | 2,212,229 | 33% in 2021, 2022 and 2023 | ||||||||
9/2/2020 | Options | 343,511 | 0 | $ | 6.44 | 9/2/2030 | $ | 1,497,708 | 50% in 2022 and 2023 | |||||||||
9/2/2020 | RSUs | 92,736 | $ | 1,001,549 | 50% in 2022 and 2023 | |||||||||||||
9/2/2020 | PSUs | 162,669 | $ | 1,756,825 | 100% in 2023, subject to performance | |||||||||||||
Total | 1,138,484 | 0 | $ | 6,468,311 |
42 This table reflects the treatment of outstanding equity awards in 2023 in connection with the GE 2021HealthCare spin-off. See Treatment of Outstanding Employee Equity Awards with the Spin-Offs on page 34 for additional details.
NAME OF EXECUTIVE | GRANT DATE | AWARD TYPE | NUMBER OUTSTANDING | PORTION EXERCISABLE | EXERCISE PRICE | EXPIRATION DATE | MARKET VALUE(1) | ||||||||||||
Culp | 8/18/2020 | Performance Shares | 1,742,878(2) | $ | 222,443,519 | ||||||||||||||
3/1/2021 | PSUs | 256,429(3) | $ | 32,728,033 | |||||||||||||||
3/1/2023 | PSUs | 105,310(4) | $ | 13,440,715 | |||||||||||||||
Ghai | 9/1/2022 | RSUs | 58,598(5) | $ | 7,478,863 | ||||||||||||||
9/1/2022 | RSUs | 23,973(6) | $ | 3,059,674 | |||||||||||||||
3/1/2023 | PSUs | 11,865(4) | $ | 1,514,330 | |||||||||||||||
3/1/2023 | RSUs | 22,631(6) | $ | 2,888,395 | |||||||||||||||
Dybeck Happe | 3/2/2020 | Options | 62,550(3) | 62,550 | $ | 73.25 | 3/2/2030 | $ | 3,401,469 | ||||||||||
3/2/2020 | Options | 315,546(7) | 0 | $ | 73.25 | 3/2/2030 | $ | 17,159,391 | |||||||||||
9/3/2020 | PSUs | 205,110(8) | $ | 26,178,189 | |||||||||||||||
3/1/2021 | Options | 44,401(3) | 22,200 | $ | 85.67 | 3/1/2031 | $ | 1,863,066 | |||||||||||
3/1/2021 | PSUs | 42,739(3) | $ | 5,454,779 | |||||||||||||||
3/1/2021 | RSUs | 5,256(3) | $ | 670,823 | |||||||||||||||
3/1/2022 | Options | 55,133(6) | 0 | $ | 75.42 | 3/1/2032 | $ | 2,878,494 | |||||||||||
3/1/2022 | RSUs | 10,317(6) | $ | 1,316,759 | |||||||||||||||
3/1/2023 | Options | 44,656(6) | 0 | $ | 84.14 | 3/1/2033 | $ | 1,942,089 | |||||||||||
3/1/2023 | PSUs | 17,551(4) | $ | 2,240,034 | |||||||||||||||
3/1/2023 | RSUs | 12,070(6) | $ | 1,540,494 | |||||||||||||||
Stokes | 9/05/2014 | Options | 39,805(9) | 39,805 | $ | 163.95 | 9/5/2024 | $ | 0 | ||||||||||
9/11/2015 | Options | 18,629(9) | 18,629 | $ | 156.76 | 9/11/2025 | $ | 0 | |||||||||||
9/9/2016 | Options | 23,884(9) | 23,884 | $ | 189.17 | 9/9/2026 | $ | 0 | |||||||||||
9/6/2017 | Options | 31,844(9) | 31,844 | $ | 156.57 | 9/6/2027 | $ | 0 | |||||||||||
1/29/2018 | Options | 79,610(3) | 79,610 | $ | 102.27 | 1/29/2028 | $ | 2,018,910 | |||||||||||
3/19/2019 | Options | 45,265(3) | 45,265 | $ | 66.59 | 3/19/2029 | $ | 2,762,976 | |||||||||||
3/2/2020 | Options | 43,785(3) | 43,785 | $ | 73.25 | 3/2/2030 | $ | 2,381,028 | |||||||||||
9/3/2020 | RSUs | 59,044(10) | $ | 7,535,786 | |||||||||||||||
3/1/2021 | Options | 31,080(3) | 15,540 | $ | 85.67 | 3/1/2031 | $ | 1,304,117 | |||||||||||
3/1/2021 | PSUs | 36,629(3) | $ | 4,674,959 | |||||||||||||||
3/1/2021 | RSUs | 4,506(3) | $ | 575,101 | |||||||||||||||
3/1/2022 | Options | 41,901(6) | 0 | $ | 75.42 | 3/1/2032 | $ | 2,187,651 | |||||||||||
3/1/2022 | RSUs | 9,600(6) | $ | 1,225,248 | |||||||||||||||
3/1/2023 | Options | 44,656(6) | 0 | $ | 84.14 | 3/1/2033 | $ | 1,942,089 | |||||||||||
3/1/2023 | PSUs | 17,551(4) | $ | 2,240,034 | |||||||||||||||
3/1/2023 | RSUs | 12,070(6) | $ | 1,540,494 | |||||||||||||||
Holston | 4/24/2018 | Options | 27,375(3) | 27,375 | $ | 92.20 | 4/24/2028 | $ | 969,896 | ||||||||||
3/1/2021 | Options | 24,420(3) | 24,420 | $ | 85.67 | 3/1/2031 | $ | 1,024,663 | |||||||||||
3/1/2021 | PSUs | 23,506(3) | $ | 3,000,071 | |||||||||||||||
3/1/2022 | Options | 34,733(6) | 34,733 | $ | 75.42 | 3/1/2032 | $ | 1,813,410 | |||||||||||
3/1/2023 | Options | 33,492(6) | 0 | $ | 84.14 | 3/1/2033 | $ | 1,456,567 | |||||||||||
3/1/2023 | PSUs | 13,164(4) | $ | 1,680,121 | |||||||||||||||
3/1/2023 | RSUs | 21,123(6) | $ | 2,695,928 | |||||||||||||||
Cox | 2/25/2019 | Options | 214,867(3) | 214,867 | $ | 67.96 | 2/25/2029 | $ | 12,821,114 | ||||||||||
3/19/2019 | Options | 38,799(3) | 38,799 | $ | 66.59 | 3/19/2029 | $ | 2,368,291 | |||||||||||
3/2/2020 | Options | 37,530(3) | 37,530 | $ | 73.25 | 3/2/2030 | $ | 2,040,881 | |||||||||||
9/3/2020 | RSUs | 48,225(10) | $ | 6,154,957 | |||||||||||||||
3/1/2021 | Options | 26,641(3) | 13,320 | $ | 85.67 | 3/1/2031 | $ | 1,117,856 | |||||||||||
3/1/2021 | PSUs | 25,643(3) | $ | 3,272,816 | |||||||||||||||
3/1/2021 | RSUs | 3,154(3) | $ | 402,545 | |||||||||||||||
3/1/2022 | Options | 38,592(6) | 0 | $ | 75.42 | 3/1/2032 | $ | 2,014,888 | |||||||||||
3/1/2022 | RSUs | 7,222(6) | $ | 921,744 | |||||||||||||||
3/1/2023 | Options | 31,259(6) | 0 | $ | 84.14 | 3/1/2033 | $ | 1,359,454 | |||||||||||
3/1/2023 | PSUs | 12,285(4) | $ | 1,567,935 | |||||||||||||||
3/1/2023 | RSUs | 20,159(6) | $ | 2,618,840 |
GE 2024 PROXY STATEMENT41
(1) | The market value of GE awards of RSUs, performance shares and PSUs is calculated by multiplying the closing price of GE stock as of December 29, 2023 ($127.63) (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, the Leadership PSUs granted to Ms. Dybeck Happe on September 3, 2020, the 2021 PSUs and the 2023 portion of the 2023 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 29, 2023. |
(2) | Scheduled to vest 100% in 2024 or 2025, in accordance with the terms of the grant agreement. See Potential Termination Payments on page 48 for additional details regarding events that determine the timing of vesting for these Leadership Performance Shares. |
(3) | Vested 100% on the third anniversary of the grant date. For Ms. Dybeck Happe, vested in connection with her departure from GE in February 2024. For Messrs. Holston and Cox, who became retirement eligible in April 2023 and February 2024, respectively, options and RSUs vested in accordance with the standard retirement eligibility provisions of the applicable grant agreements. |
(4) | Scheduled to vest 100% on the third anniversary of the grant date. For Ms. Dybeck Happe the service condition was satisfied in connection with her departure from GE in February 2024. For Messrs. Holston and Cox, who became retirement eligible in April 2023 and February 2024, respectively, the service condition was satisfied in accordance with the standard retirement eligibility provisions of the applicable grant agreements. |
(5) | Scheduled to vest 1/3 on each of the first, second and third anniversary of the grant date. |
(6) | Scheduled to vest 50% on each of the second and third anniversary of the grant date. For Ms. Dybeck Happe, vested in connection with her departure from GE in February 2024. For Messrs. Holston and Cox, who became retirement eligible in April 2023 and February 2024, respectively, vested in accordance with the standard retirement eligibility provisions of the applicable grant agreements. |
(7) | Scheduled to vest 100% on the fourth anniversary of the grant date, but vested in connection with Ms. Dybeck Happe's departure from GE in February 2024. |
(8) | Vested 100% on the fourth anniversary of the grant, but these Leadership PSUs vested in connection with Ms. Dybeck Happe's departure from GE in February 2024. |
(9) | Vested 100% on the fifth anniversary of the grant date. |
(10) | Scheduled to vest 50% on each of the third and fourth anniversary of the grant date. |
TableGEHC Spin-Off Adjustment Awards. As a result of Contents
NAME OF EXECUTIVE | GRANT DATE | AWARD TYPE | NUMBER OUTSTANDING | PORTION EXERCISABLE | EXERCISE PRICE | EXPIRATION DATE | MARKET VALUE | VESTING SCHEDULE | ||||||||||
Strazik | 6/9/2011 | Options | 31,211 | 31,211 | $ | 17.86 | 6/9/2021 | $ | 0 | |||||||||
9/7/2012 | Options | 41,615 | 41,615 | $ | 20.76 | 9/7/2022 | $ | 0 | ||||||||||
9/13/2013 | Options | 52,019 | 52,019 | $ | 22.86 | 9/13/2023 | $ | 0 | ||||||||||
9/5/2014 | Options | 78,028 | 78,028 | $ | 25.09 | 9/5/2024 | $ | 0 | ||||||||||
9/11/2015 | Options | 93,634 | 93,634 | $ | 23.99 | 9/11/2025 | $ | 0 | ||||||||||
7/28/2016 | RSUs | 10,404 | $ | 112,363 | 100% in 2021 | |||||||||||||
9/30/2016 | Options | 114,441 | 91,552 | $ | 28.47 | 9/30/2026 | $ | 0 | 100% in 2021 | |||||||||
2/10/2017 | RSUs | 10,404 | $ | 112,363 | 50% in 2021 and 2022 | |||||||||||||
11/17/2017 | Options | 119,643 | 71,785 | $ | 17.51 | 11/17/2027 | $ | 0 | 50% in 2021 and 2022 | |||||||||
1/29/2018 | Options | 130,047 | 0 | $ | 15.65 | 1/29/2028 | $ | 0 | 100% in 2021 | |||||||||
3/19/2018 | Options | 208,102 | 138,734 | $ | 13.53 | 3/19/2028 | $ | 0 | 100% in 2021 | |||||||||
3/19/2018 | Options | 130,047 | 86,698 | $ | 13.53 | 3/19/2028 | $ | 0 | 100% in 2021 | |||||||||
12/21/2018 | Options | 501,390 | 250,695 | $ | 7.13 | 12/21/2028 | $ | 1,840,101 | 100% in 2021 | |||||||||
3/19/2019 | Options | 194,370 | 0 | $ | 10.19 | 3/19/2029 | $ | 118,566 | 50% in 2021 and 2022 | |||||||||
3/19/2019 | RSUs | 46,000 | $ | 496,800 | 50% in 2021 and 2022 | |||||||||||||
3/19/2019 | PSUs | 28,750 | $ | 310,500 | 100% in 2022, subject to performance | |||||||||||||
4/11/2019 | Options | 60,995 | 0 | $ | 9.12 | 4/11/2029 | $ | 102,472 | 50% in 2021 and 2022 | |||||||||
3/2/2020 | Options | 273,842 | 0 | $ | 11.21 | 3/2/2030 | $ | 0 | 50% in 2022 and 2023 | |||||||||
3/2/2020 | PSUs | 36,977 | $ | 399,352 | 100% in 2023, subject to performance | |||||||||||||
3/2/2020 | RSUs | 54,694 | $ | 590,695 | 50% in 2022 and 2023 | |||||||||||||
9/3/2020 | RSUs | 771,605 | $ | 8,333,334 | 50% in 2023 and 2024 | |||||||||||||
Total | 2,988,218 | 935,971 | $ | 12,416,546 |
MARKET VALUE. the treatment of outstanding equity awards in the GE HealthCare spin-off, corporate employees received an equitable adjustment in the form of GEHC equity awards. The table below shows the resulting GEHC Performance Shares, RSUs and PSUs held by corporate named executives at fiscal year-end. The market value of RSUs, Performance Shares and PSUsthese GEHC awards is calculated by multiplyingusing the same methodology as described above for GE awards, referencing the closing price of GEGEHC stock price as of December 31, 202029, 2023 ($10.80) (the last trading day77.32). The vesting schedule for these GEHC awards matches the year) byvesting schedule of corresponding GE awards with the number of shares underlying each award. With respectsame grant date, as described in the footnotes to the Performance Shares granted to Mr. Culp on August 18, 2020 andtable above. See Treatment of Outstanding Employee Equity Awards with the PSUs granted to Ms. Dybeck Happe on September 3, 2020, this value assumes satisfaction of the target-level payout for the awards. With respect to all other PSUs granted, this value assumes satisfaction of the threshold-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, 2020.
Vesting ScheduleOptions vest on the anniversary of the grant date in the years shown in the table. See “Potential Termination Payments” Spin-Offson page 48 regarding other vesting events.34.
RSUs vest on the anniversary of the grant date in the years shown in the table. See “Potential Termination Payments” on page 48 regarding other vesting events.
NAME OF EXECUTIVE | GRANT DATE | AWARD TYPE | NUMBER OUTSTANDING | MARKET VALUE | |||||||
Culp | 8/18/2020 | GEHC Performance Shares | 580,959 | $ | 44,919,750 | ||||||
3/1/2021 | GEHC PSUs | 68,381 | $ | 5,287,219 | |||||||
Dybeck Happe | 9/3/2020 | GEHC PSUs | 68,370 | $ | 5,286,368 | ||||||
3/1/2021 | GEHC PSUs | 11,397 | $ | 881,216 | |||||||
3/1/2021 | GEHC RSUs | 1,753 | $ | 135,542 | |||||||
3/1/2022 | GEHC RSUs | 3,439 | $ | 265,903 | |||||||
Holston | 3/1/2021 | GEHC PSUs | 6,269 | $ | 484,719 | ||||||
Cox | 9/3/2020 | GEHC RSUs | 16,076 | $ | 1,242,996 | ||||||
3/1/2021 | GEHC PSUs | 6,839 | $ | 528,791 | |||||||
3/1/2021 | GEHC RSUs | 1,052 | $ | 81,341 | |||||||
3/1/2022 | GEHC RSUs | 2,408 | $ | 186,187 |
Leadership Performance Shares and Leadership PSUs 42vest on the anniversary of the grant date in the years shown in the table, 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 48 for additional details regarding this acceleration.GE 2024 PROXY STATEMENT
Option Exercises and Stock Vested Table
The following table shows the number of GE shares the named executives acquired and the values they realized upon the vesting of RSUs during 2020.2023. During the year, only Mr. Holston exercised stock options, none of the named executives exercised stock options and none of them had PSUPSUs or performance share awardsshares that were earned.earned, and all of the named executives, other than Mr. Culp, 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 at least a year following exercise. Similarly, continuingexercise, regardless of whether their stock ownership requirements have been met. Continuing executives also cannot sell any stock they receive as the result of the vesting of awards of RSUs or PSUs (less those shares that are withheld to pay taxes) until they have satisfied their stock ownership requirement. See “ShareStock Ownership and Equity Grant Policies” Policieson page 54. The 2019 PSU grantsPSUs granted 2021 onwards and the 2020 PSU grants (other than the Leadership PSUsRSUs granted to Ms. Dybeck Happe)2022 onwards are also subject to a one-year holding requirement following settlement, regardless of whether the executive has met his or her stock ownership requirements.
GE 2021 PROXY STATEMENT 43
OPTION AWARDS | STOCK AWARDS* | |||||||||
NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE | VALUE REALIZED ON EXERCISE | NUMBER OF SHARES ACQUIRED ON VESTING | VALUE REALIZED ON VESTING | ||||||
Culp | 0 | $ | 0 | 0 | $ | 0 | ||||
Dybeck Happe | 0 | $ | 0 | 0 | $ | 0 | ||||
Miller | 0 | $ | 0 | 259,860 | $ | 1,806,675 | ||||
Murphy | 0 | $ | 0 | 108,407 | $ | 964,910 | ||||
Slattery | 0 | $ | 0 | 0 | $ | 0 | ||||
Strazik | 0 | $ | 0 | 20,807 | $ | 169,117 |
OPTION AWARDS* | STOCK AWARDS* | ||||||||||||||
NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE | VALUE REALIZED ON EXERCISE | NUMBER OF SHARES ACQUIRED ON VESTING** | VALUE REALIZED ON VESTING | |||||||||||
Culp | 0 | $ | 0 | 0 | $ | 0 | |||||||||
Ghai | 0 | $ | 0 | 29,299 | $ | 3,354,589 | |||||||||
Dybeck Happe | 0 | $ | 0 | 10,359 | $ | 875,958 | |||||||||
Stokes | 0 | $ | 0 | 67,921 | $ | 7,510,853 | |||||||||
Holston*** | 169,968 | $ | 4,736,303 | 51,258 | $ | 5,505,395 | |||||||||
Cox | 0 | $ | 0 | 54,441 | $ | 6,047,177 |
* | Subject to stock ownership requirement for continuing executives; dollar amount represents pre-tax value realized. |
** | As described under Treatment of Outstanding Employee Equity Awards with the Spin-Offs on |
*** | Mr. Holston became retirement eligible in April 2023 (five years of service and over 60 years old). As a result, options and RSUs held by Mr. Holston for more than one year vested in accordance with the retirement eligibility provisions of his applicable grant agreements. |
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
decreased increased compared to the prior year, primarily due to the issuance of Leadership equity awards, offset by the expiration of unexercised stock options that had an exercise price above our stock price in recent years, and the forfeiture of unvested equity awards upon employee departures, in particular as a result of the GE HealthCare spin-off, each of which were returned to the pool. This table reflects the treatment of outstanding equity awards and GE’s equity plans in 2023 in connection with the GE HealthCare spin-off. See Treatment of Outstanding Employee Equity Awards with the Spin-Offs on page 34 for additional details.
(IN MILLIONS EXCEPT PER SHARE $ AMOUNTS, AS OF 12/31/2020) | SHARES TO BE ISSUED UPON EXERCISE OR SETTLEMENT | WEIGHTED AVERAGE EXERCISE PRICE | SHARES AVAILABLE FOR FUTURE ISSUANCE | ||||||
Plans approved by shareholders (2007 LTIP) | |||||||||
Options | 400.3 | $ | 18.16 | (a) | |||||
RSUs | 60.5 | (b) | (a) | ||||||
PSUs | 12.2 | (b) | (a) | ||||||
Performance Shares | 9.3 | (b) | (a) | ||||||
Plans not approved by shareholders (Consultants’ Plan) | |||||||||
Options | 0.1 | $ | 21.14 | (c) | |||||
RSUs | 0.0 | (b) | (c) | ||||||
Total | 482.3 | $ | 18.16 | 286.0 |
(IN THOUSANDS EXCEPT PER SHARE $ AMOUNTS, AS OF 12/31/2023) | SHARES TO BE ISSUED UPON EXERCISE OR SETTLEMENT | WEIGHTED AVERAGE EXERCISE PRICE | SHARES AVAILABLE FOR FUTURE ISSUANCE | |||||||
Plans approved by shareholders (2007 LTIP and 2022 LTIP) | ||||||||||
Options | 22,573 | $ | 122.35 | (a) | ||||||
RSUs | 8,103 | (b) | (a) | |||||||
PSUs | 1,153 | (b) | (a) | |||||||
Performance Shares | 1,162 | (b) | (a) | |||||||
Total | 32,991 | $ | 122.35 | 77,286 |
(a) | Total shares available for future issuance under the |
(b) | Not applicable. |
GE 2024 PROXY STATEMENT43
Back to |
The company has offered both aWe offer certain deferred bonus programcompensation programs and in prior years, 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.
ELIGIBILITY AND DEFERRAL OPTIONS. EmployeesFor 2022 and prior performance years, U.S. employees in our executive band and above, including the named executives, cancould elect to defer all or a portion of their annual bonus payments intopayment and be credited with earnings (or losses) on those deferrals under the 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. Among our named executives, only Messrs. Culp and Stokes participated in our bonus deferral programs.
TIME AND FORM OF PAYMENT. Participants can elect to receive their deferred amounts upon 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 CALCULATION | EARNINGS AMOUNT* | WHEN EARNINGS CREDITED | ||||
GE Stock (based on GE stock value) S&P 500 Index Units | Units in account on NYSE ex-dividend date | Quarterly dividend declared for GE stock or the S&P 500, as applicable | Quarterly | |||||
Deferred Cash Units (cash units) | Interest income | Daily outstanding account balance | Prior calendar | Monthly |
* | None of the bonus deferral options provide for above-market interest as defined by the SEC. |
** | In connection with the GE HealthCare spin-off in January 2023, participants who held GE stock units received a distribution of GE HealthCare stock units. In January 2024, any remaining GE HealthCare stock units were converted to cash units. |
* None of the bonus deferral options provide for “above-market interest” as defined by the SEC.
ELIGIBILITY. In prior years, we periodically offered 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 were named executives at the time a deferred salary program was initiatedoffered were not eligible to participate. None ofAmong our named executives, haveonly Mr. Stokes has participated in aour salary deferral program or have balances outstanding.programs.
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.
The company makes all decisions regarding the measures for calculating interest or other earnings on deferred bonuses and salary. The named executives cannot Participants may not withdraw any amountsdeferred amount prior to separating from their deferred compensation balances until they either leave or retire from GE.service.
ELIGIBILITY. U.S. employees who become U.S. executives on or after January 1, 2021, will 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” Benefitson page 46 for information regarding the GE Supplementary Pension Plan). As of December 31, 2023, only Mr. Ghai accrued benefits under the GE 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, thatwhich exceed the IRS-prescribed limit applicable to tax-qualified plans ($290,000330,000 for 2021)2023). These amounts
EARNINGS OPTIONS AND VESTING. The annual credits are notionally invested as elected by the participant in earnings options that generally mirror the investment options available under the broad-based tax-qualifiedtax qualified GE Retirement Savings Plan,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 earnings under those options. Earnings are currently credited daily. Participants generally vest in their GE Restoration Plan accounts after 3three years of service.
TIME AND FORM OF PAYMENT. Vested amounts under the GE Restoration Plan are paid in a lump sum, generally in July of the year following when the participant either leaves or retiresyear of a participant’s separation from GE.
Deferred Compensation Tableservice.
The table below — also known as the
44GE 2024 PROXY STATEMENT
The table below shows amounts credited to the named executives’ accounts under nonqualified deferred compensation plans and plan balances as of December 31, 2020. For 2020, the company did not make any matching contributions into these plans. In addition, no2023. No withdrawals or distributions from these plans were made in 2020.2023.
AGGREGATE EARNINGS IN LAST FISCAL YEAR | AGGREGATE BALANCE AT LAST FISCAL YEAR-END | ||||||||||||||
NAME | EXECUTIVE CONTRIBUTIONS IN 2020 | DEFERRED BONUS PROGRAM | DEFERRED SALARY PROGRAM | DEFERRED BONUS PROGRAM | DEFERRED SALARY PROGRAM | ||||||||||
Culp | $ | 1,400,000 | $ | 209,172 | $ | 0 | $ | 1,609,172 | $ | 0 | |||||
Dybeck Happe | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||
Miller | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||
Murphy | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||
Slattery | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||
Strazik | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 0 |
AGGREGATE EARNINGS IN LAST FISCAL YEAR | AGGREGATE BALANCE AT LAST FISCAL YEAR-END | |||||||||||||||||||||||||||||
NAME | EXECUTIVE CONTRIBUTIONS IN 2023 | COMPANY CREDITS IN 2023 | DEFERRED BONUS PROGRAM | DEFERRED SALARY PROGRAM | GE RESTORATION PLAN | DEFERRED BONUS PROGRAM | DEFERRED SALARY PROGRAM | GE RESTORATION PLAN | ||||||||||||||||||||||
Culp | $0 | N/A | $ | 452,527 | N/A | N/A | $ | 2,146,152 | N/A | N/A | ||||||||||||||||||||
Ghai | $0 | $ | 76,869 | $ | 0 | N/A | $ | 198 | $ | 0 | N/A | $ | 78,662 | |||||||||||||||||
Dybeck Happe | $0 | N/A | $ | 0 | N/A | N/A | $ | 0 | N/A | N/A | ||||||||||||||||||||
Stokes | $0 | N/A | $ | 157 | $ | 8,908 | N/A | $ | 3,873 | $ | 113,707 | N/A | ||||||||||||||||||
Holston | $0 | N/A | $ | 0 | N/A | N/A | $ | 0 | N/A | N/A | ||||||||||||||||||||
Cox | $0 | N/A | $ | 0 | N/A | N/A | $ | 0 | N/A | N/A |
EXECUTIVE CONTRIBUTIONS IN 2020. 2023. Amounts represent compensation deferred during 2020. This column may not reflect any 2020 compensation2023.
COMPANY CREDITS IN 2023. Amounts represent accrued company credits in the Summary Compensation Table on page 39 which was credited to the named executive’s deferred account, if any,GE Restoration Plan in 2021.
AGGREGATE EARNINGS IN 2020. 2023. Reflects earnings on each type of deferred compensation listed in this section that were deposited intocredited to the named executive’sexecutives’ deferred compensation account during 2020.2023. 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 inon the account multiplied by the GE stock or S&P 500 Index pricebalance attributable to each earnings option as of
AGGREGATE BALANCE AT 12/31/20. DECEMBER 31, 2023. The fiscal year-end balance reported in the table above includes $1.4$1.7 million for deferred bonus for Mr. Culp that was previously reported in the Summary Compensation Table as 2019 compensation. The table above does not include any amountsand $3,716 for deferred bonus and $104,799 for deferred salary for Mr. Stokes that were previously reported in the Summary Compensation TableTable. No amounts for Mr. Ghai were previously reported in the Summary Compensation Table.
In anticipation of the spin-offs of GE HealthCare and GE Vernova, each of the deferred bonus and salary plans were split into three continuing mirror plans, effective January 1, 2023, to be maintained by GE Aerospace, GE Vernova, and GE HealthCare. All named executives’ deferred salary and bonus plan benefits, as 2018 compensation.
applicable, were allocated to plans to be maintained by GE 2021Aerospace after the planned GE Vernova spin-off.
Similarly, the Restoration Plan was split into two plans effective January 1, 2023 – one maintained by GE HealthCare and one maintained by GE. We anticipate splitting the GE Restoration Plan again in connection with the planned spin-off of GE Vernova. All named executives’ Restoration Plan benefits, as applicable, will remain in the GE Restoration Plan.
GE 2024 PROXY STATEMENT45
Table of Contents
The company provides retirement benefits to thecertain named executives based in the United States under the same GE Pension Plan (the Pension Plan) and GE Supplementary Pension Plan (the 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 inSee Impact of Spin-Offs on Pension Plans on page 47 for additional information regarding the UKtreatment of the Pension Plan onand Supplementary Pension Plan in connection with the same terms as other UK-based eligible employees.spin-offs.
The GE Pension Plan is a funded, broad-based tax-qualified retirement program for U.S.-based employees that has beenis 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 Slattery and Ms. Dybeck Happe, are notparticipants. Among our named executives, only Mr. Stokes is eligible for benefits under this plan. Those employees whoplan, which are eligible vest in the plan after five years of qualifying service. The plan also requires employee contributions, which vest immediately.fully vested. Effective January 1, 2021, participants with salaried benefits (including Mr. Stokes) stopped accruing benefits (and making contributions) under this plan and became eligible for the automatic contributions available to new hires under the GE Retirement Savings Plan equaling 3% of eligible pay (up to the caps imposed under IRS rules), plus two years of transition credits equaling 2% of eligible pay.
BENEFIT FORMULA. plan. For Ms. Miller and Mr. Strazik,Stokes, the plan provides benefits are based primarily on a formula that takes into account their 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 $60,000 for 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(generally base salary and up to one-half of bonus payments, but may not exceed an IRS-prescribed limitpayments) for the applicable year up to tax-qualified plans ($285,000 for 2020). As a result, the maximum incremental annual benefit a named executive could have earned for servicecovered compensation amount and 1.9% of earnings in 2020 was $5,145. Over the years, we have made special one-time adjustmentsexcess of covered compensation, subject to thistax code limitations and plan that increased eligible participants’ pensions, but no adjustment was made in 2020.
TIME AND FORM OF PAYMENT. terms. 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 plan also provides for Social Security supplements and spousal joint and survivor annuity options. The normal retirement age as defined in this plan is 65; however, employees who began working at GE prior to 2005, including Ms. Miller, and Mr. Strazik,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.
GE Supplementary Pension Plan The Supplementary Pension Benefit. The Supplementary Pension benefit is an annuity benefit above amounts available under the Pension Plan for eligible executives (including Mr. Stokes, who is the only named executive ELIGIBILITY. GE Supplementary Pension Plan is an unfunded and non-tax-qualified retirement program for eligible executives that is offeredclosed to new participants and provides the benefits described below. Mr. Ghai is not eligible U.S.-based employeesto participate in this plan.bandeligible for this benefit). Effective January 1, 2021, participants stopped accruing this benefit and above, includingbegan accruing the named executives.Executive Retirement Benefit described below for their future credited service. 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 Mr. Strazik, the plan provides an annuity benefit above amounts available under the GE Pension Plan (a “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 Slattery and Ms. Dybeck Happe, the plan provides a retirement benefit paid in 10 annual installments (an “executive retirement benefit”). Effective January 1, 2021, participants eligible for the supplementary pension benefit, including Mr. Strazik, stopped accruing that benefit and began accruing an executive retirement benefit for their future credited service. The executive retirement benefit was also closed to new participants and, effective January 1, 2021, new U.S. executives are instead participating in the Restoration Plan (described above). Ms. Miller did not vest in or receive any benefits under the GE Supplementary Pension Plan.
Supplementary Pension BenefitBENEFIT FORMULA. A named executive’s annual 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 “earningsearnings credited for retirement benefits”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 “earningsearnings credited for retirement benefits”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).
TIME AND FORM OF PAYMENT. 2020. The supplementary pensionSupplementary Pension benefit would be provided to eligible employees, including Mr. Strazik, 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 Mr. Strazik, may retire at age 60 without any reduction in benefits.
Executive Retirement BenefitBENEFIT FORMULA. A named executive’s executive retirement benefit will equal 18% of his or her earnings credited for retirement benefits. The Executive Retirement Benefit equals, for each year of credited service, as a GE Officer, plus 14%percentage (generally 18% for a named executive, but ranging from 10% to 18% depending on a participant’s role) of such earnings for each year of credited service as a Senior Executive 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.
TIME AND FORM OF PAYMENT. The executive retirement benefitExecutive Retirement Benefit would be provided to Messrs. Culp, Holston and SlatteryCox and Ms. Dybeck Happe after retirement as 10 equal annual installment payments, and could not be received in a lump sum.payments. In connection with her separation on February 14, 2024, Ms. Dybeck Happe forefeited all her accumulated benefits under the Executive Retirement Benefit. Mr. StrazikStokes also began accruing an executive retirement benefitExecutive 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.
GE Excess Benefits Plan TheELIGIBILITY. 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. There were no accruals for named executives under this plan in 2020, and beginningEffective January 1, 2021, no further benefit accruals are permitted for any participants stopped accruing benefits under this plan.
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 provisionslimitations, minus the amount actually payable under the GE Pension Plan taking those limitations into account.
TIME AND FORM OF PAYMENT. Benefits for the named executivesaccount, and are generally payable at the same time and in the same manner as their GEpermitted under the Pension Plan benefits.
GE UKPlan. See Impact of Spin-Offs on Pension PlanELIGIBILITY. The UK GE Pension Plan is broad-based, tax registered and qualified pension programPlans on page 47 for U.K.-based employees that has been closed to new participants since 2011. Those employees of GE who are eligible to participate inadditional information regarding the plan vest after two years of pensionable service. The plan requires employee contributions (these are refunded if pensionable service does not meet vesting requirements). 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 averagetreatment of the highest three complete years’ base salary only, less an initial offsetExcess Benefits Plan in respect of salary subject to social securityconnection with the spin-offs.
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 £10,000 and £40,000.
Pension contributions in excess of this individual limit result in tax at applicable individual rates. All
46GE 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.2024 PROXY STATEMENT
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 2020, this limit was £1,073,100.
Pension Benefits Table The table below shows the present value of the accumulated benefit as of December 31, 20202023, 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 2020.
PRESENT VALUE OF ACCUMULATED BENEFIT | ||||||||||||||||||||
NAME | NUMBER OF YEARS CREDITED SERVICE | PENSION PLAN | SUPPLEMENTARY PENSION | EXCESS BENEFITS PLAN | EXECUTIVE RETIREMENT BENEFIT | UK PENSION PLAN | PAYMENT DURING LAST FISCAL YEAR | |||||||||||||
Culp | 2 | N/A | N/A | N/A | $ | 1,519,649 | N/A | $ | 0 | |||||||||||
Dybeck Happe | <1 | N/A | N/A | N/A | $ | 246,010 | N/A | $ | 0 | |||||||||||
Miller* | 15 | $ | 1,200,903 | $ | 0 | $ | 0 | N/A | N/A | $ | 0 | |||||||||
Murphy | 12 | N/A | N/A | N/A | N/A | $ | 1,702,923 | $ | 0 | |||||||||||
Slattery | <1 | N/A | N/A | N/A | $ | 87,815 | N/A | $ | 0 | |||||||||||
Strazik | 20 | $ | 992,176 | $ | 5,207,392 | $ | 0 | N/A | N/A | $ | 0 |
PRESENT VALUE OF ACCUMULATED BENEFIT | ||||||||||||||||||||||
NAME | NUMBER OF YEARS CREDITED SERVICE | PENSION PLAN | SUPPLEMENTARY PENSION PLAN | EXECUTIVE RETIREMENT BENEFIT | EXCESS BENEFITS PLAN | PAYMENT DURING LAST FISCAL YEAR | ||||||||||||||||
Culp | 5 | N/A | N/A | $ | 3,616,733 | N/A | $ | 0 | ||||||||||||||
Ghai | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||||
Dybeck Happe | 4 | N/A | N/A | $ | 852,162 | * | N/A | $ | 0 | |||||||||||||
Stokes | 24 | $ | 941,854 | $ | 9,159,457 | $ | 715,330 | $ | 0 | $ | 0 | |||||||||||
Holston | 6 | N/A | N/A | $ | 2,370,042 | N/A | $ | 0 | ||||||||||||||
Cox | 5 | N/A | N/A | $ | 1,887,841 | N/A | $ | 0 |
* |
|
NUMBER OF YEARS OF CREDITED SERVICE. No further accruals of benefits under the Pension Plan and the Supplementary Pension benefit are permitted for service after 2020. For purposes of the Executive Retirement Benefit, Mr. Stokes’s credited service is limited to service after 2020 (when the Supplementary Pension benefit accrual ceased).
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, 2020. It2023. If applicable, 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. For Messrs. Culp, Murphy and Slattery and Ms. Dybeck Happe this is age 65, and for Ms. Miller and Mr. Strazik this is age 60 (notwithstanding that Ms. Miller separated from the company in 2020, prior to reaching age 60). We also assume that benefits are payable under the available forms of annuity
consistent with the assumptions described in the Postretirement Benefit Plans notes in GE’s financial statements in our 2020 annual reportAnnual Report on Form 10-K for 2023, including the statutory discount rate assumption of 2.61% in5.18% for the United StatesPension Plan and 5.15% for the statutory discount rate of 2.41% in the U.K.Supplementary Pension Plan and Excess Benefits Plan. The postretirement mortality assumption used for present value calculations for U.S. beneficiaries is the Pri-2012 Healthy Retiree mortality table projected to 2016, adjusted for GE’s experience and factoring in projected generational improvementsimprovements.
Impact of Spin-Offs on Pension Plans
As part of the GE HealthCare and planned GE Vernova spin-offs, the Pension Plan, the Supplementary Pension Plan and the Excess Benefits plans were each split into three continuing plans, effective January 1, 2023, maintained by GE Aerospace, GE Vernova, and GE HealthCare. Benefits for U.K. beneficiaries is based uponall our named executives remained in the SAPS S2 Normal tables with future generational improvements in line withplans to be maintained by GE Aerospace after the CMI 2017 projection model (with a 1.5% improvement trend) as at December 31, 2020.
GE 2021Vernova spin-off.
GE 2024 PROXY STATEMENT47
Table of Contents
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, 2020.2023. For this hypothetical calculation, we have used each named executive’s compensation and service levels as of thisthat date (and, where applicable, GE’s closing stock price on December 31, 2020)29, 2023, the last trading day of 2023). Since many factors (e.g., the time of year when the event occurs, GE’s stock price and the named executive’s age) could affect the nature and amount of benefits a named executive could potentially receive, any amounts paid or distributed upon a futurean actual termination may be different from those shown in the tables below. The amounts showndescribed below are in addition to benefits generally available to salaried employees, such as distributions under the Retirement SavingsGE RSP.
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 for salaried employees who joinedare 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. The base salary amount is reduced by the company before 2005, subsidized retiree medical benefits and disability benefits.
EMPLOYMENT AGREEMENTS FOR EMPLOYEES. Historically we have not entered into employment agreements with our U.S.-based executives, and they served at the willestimated amount, if any, of the Board. This practice preservedExecutive Retirement Benefit and/or Supplementary Pension payable to the committee’s flexibility to setexecutive for the termscorresponding number of any employment termination based onmonths. Outplacement services are also provided for the particular facts and circumstances. Ms. Miller and Mr. Strazik are not parties to employment agreements. However, Ms. Miller enteredsame period. To receive a benefit under the plan, the executive must enter into a separation agreement and release within 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. Ghai, Stokes, Holston and Cox are eligible to participate under the company, dated February 17, 2020, in connection with her departure and transition. Mr. Murphy is party to an employment agreement, which is more typical of our practice for executives at his seniority in the U.K., but it does not entitle him to any particular benefits upon termination or a change of control.
As we have hired new executive talent from outside the company, we have entered into employment agreements with those individuals, generally at their request. Mr. Culp and Ms. Dybeck Happe each entered into employment agreements and Mr. Slattery entered into an offer letter agreement upon joining GE. The agreements for Messrs. Culp and Slattery and Ms. Dybeck Happe entitle them to certain post-termination benefits, in each case as further described below. Following the say-on-pay voteplan at the 2019 annual meeting,18-month level. Assuming a termination date of December 31, 2023, the amount each eligible named executive would have been entitled to receive under the US Executive Severance Plan is: Ghai ($1,350,000), Stokes ($2,100,000), Holston ($1,814,081), and based upon discussions with shareholders,Cox ($1,155,586).
Under the committee determined that it will no longer provide single-trigger change of control provisions for any new executives entering into employment agreements withplan, the company.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. |
EMPLOYMENT AGREEMENT WITH MR. CULP. We entered into an employment agreement with Mr. Culp upon his employment with GE in 2018, 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 provides for an annual base salary of $2.5 million, aan annual bonus target at 150% of his salary, and an annual PSU awardsaward 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 award, 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 9,295,352 shares.1,161,919 shares (as adjusted for the reverse stock split). Under thehis 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 the Expiration Date, and which terminates 12 months after termination of his employment if his employment
terminates between the Expiration Date and 12 months thereafter. Mr. Culp is not subject to a non-compete agreement if his employment terminates after the date that is 1218 months following the Expiration Date. He is also subject to a non-solicitation clause covering the same periods as his non-compete agreement.
Under the terms of this agreement, if Mr. Culp is terminated for any reason other than “cause”cause or due to a resignation without “goodgood reason,” he would be entitled to the balance of his prior year’s annual bonus (to the extent earned, but not paid). Assuming a termination date of December 31, 2020,2023, Mr. Culp would not have been entitled to any amount with respect to these benefits. Additionally, if Mr. Culp is terminated without “cause”cause or voluntarily leaves for “goodgood 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, 2020,2023, 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.
Under the award agreement for Mr. Culp’s one-time Leadership Performance Share Award, Mr. Culp is entitled to accelerated vesting of the performance shares asearlier than August 17, 2025 in the circumstances described below for such events that occur prior to the end of the performance period:
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 | |
Termination without |
48GE 2024 PROXY STATEMENT
• | Change in |
See “Equity Awards” Awardson page 5051 regarding the value of the equity treatment.
48 GE 2021 PROXY STATEMENT
Under Mr. Culp’s employment agreement and Leadership Performance Share Award agreement, the following terms have the meanings set forth below:
OFFER LETTER AGREEMENT WITH MR. GHAI. We entered into an offer letter agreement with Mr. Ghai in connection with his promotion to GE Senior Vice President & Chief Financial Officer effective in September 2023. The agreement provides for an annual salary of $900,000, an annual bonus target at 110% of his salary, and long-term equity incentive awards with a grant date fair value of $4,760,000 for 2024. He is subject to a 12-month non-compete and non-solicitation covenant. Under the offer letter, in the event Mr. Ghai’s employment is terminated by GE other than for cause, by Mr. Ghai for good reason, as a result of his death or disability, or in connection with a change in control of GE that does not result in Mr. Ghai receiving a comparable offer of employment with the purchaser, Mr. Ghai is eligible for the following benefits: (i) his sign-on equity awards granted in connection with his commencement of employment in at GE in 2022 will fully
accelerate, (ii) all other equity awards that he has held for at least one year will fully accelerate if such termination occurs on or before December 31, 2026, (iii) the lump sum cash payment provided under the GE US Executive Severance Plan (as described and quantified above), and (iv) a pro-rata AEIP payment for the year of termination if such termination occurs after March 31 of such year. See Equity Awards on page 51 regarding the value of the equity treatment.
Under Mr. Ghai’s offer letter, the following terms have the meanings set forth below:
• | Cause generally means Mr. Ghai’s (i) willful failure to perform his duties (other than any such failure resulting from incapacity due to disability) or comply with any valid and legal directive of the company or the Board that is consistent with his position, (ii) engagement in dishonesty, illegal conduct, or misconduct, which, in each case, materially harms or is reasonably likely to materially harm the company, (iii) conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude, (iv) willful or grossly negligent unauthorized disclosure of confidential information, (v) material breach of any material obligation under the offer letter or other agreement with the company which materially harms or is reasonably likely to materially harm the company, or (vi) willful material failure to comply with company policies. |
• | Change in control generally occurs when (i) a person or entity acquired ownership of GE stock or of the GE Aerospace business that, together with prior holdings, constitutes at least 50% of the total fair market value or total voting power of the outstanding shares of GE or the GE Aerospace business or (ii) there is a sale of substantially all of the assets of GE or of the GE Aerospace business. The planned spin-off of GE Vernova will not, constitute a “change in control” for purposes of Mr. Ghai’s offer letter. |
• | Good reason generally means any of the following without Mr. Ghai’s written consent (i) a reduction in his target compensation or failure to pay compensation when due, (ii) any material breach by the company of the offer letter or any other agreement with Mr. Ghai, or (ii) a material, adverse change in his title, authority, duties, responsibilities or reporting relationships (other than temporarily while he is incapacitated or as required by applicable law). |
EMPLOYMENT AGREEMENT WITH MS. DYBECK HAPPE. We entered into an employment agreement in November 2019 with Ms. Dybeck Happe upon her employment with GE. The agreement provides for an annual salary of $1.5 million, aan annual bonus target at 125% of her salary, and long-term equity incentive awards with a grant date fair value of $4.9 million for 2020 and with a target grant date fair value of not less than $5.0$5 million for subsequent years. Upon commencement of her employment, she also received an award of stock options with a grant date fair value of $8.0 million (2,061,856 options)(257,732 options, as adjusted for the reverse stock split) to compensate Ms. Dybeck Happe for value forfeited by her for leaving her prior employer. In May 2023, we entered into an amendment to Ms. Dybeck-Happe’s employment agreement in connection with the CFO transition, which provided for a reduced base salary of $1 million from the time of the CFO transition effective September 1, 2023. In accordance with this amendment, Ms. Dybeck-Happe was no longer eligible to receive an annual bonus or long-term equity incentive awards beginning in 2024. Ms. Dybeck Happe is subject to a non-compete and non-solicitation agreement, which terminates 12 months after her termination (for whatever reason).
Under the terms of her employment agreement, as amended, if Ms. Dybeck Happe iswas terminated without “cause”cause or voluntarily leavesresigned for “good reason”good reason at any time, subject to her providing a release to the company, she would bewas entitled to accelerated vesting of her new hire stock options
GE 2024 PROXY STATEMENT49
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 occursoccurred on or before December 31, 2023,February 14, 2024, she would bewas entitled to: (i) accelerated vesting of all then-outstanding long-term incentive awards (including Leadership PSUs based on the performance achieved as of the date of such termination or departure), with the options remaining exercisable through the end of the second calendar year following the year in which termination or departure occurs, (ii) a lump sum cash payment equal to 12 months of base salary and target bonus (calculated based on the base salary in effect prior to September 1, 2023) and (iii) if she relocates back to Sweden within six months, reimbursement for certain relocation expenses. If such termination or departure occurs after December 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, 2020,2023, the cash portion of this severance amount, excluding any relocation reimbursements, would behave been $3,375,000. As previously reported, Ms. Dybeck Happe resigned for good reason on February 14, 2024 and received this cash severance. See “also Equity Awards” Awardson page 5051 regarding the value of the equity treatment.treatment in connection with this departure.
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. Culp’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).
Under Ms. Dybeck Happe’s employment agreement, as amended, and Leadership PSU award agreement, as amended, the following terms have the meanings set forth below:
OFFER LETTER AGREEMENT WITH MR. SLATTERY. We entered into an offer letter agreement with Mr. Slattery upon 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 (539,568 options) to compensate Mr. Slattery for value forfeited by him for leaving his prior employer. He is subject to a non-compete and non-solicitation agreement, which terminates 12 months after his termination (for whatever reason). Upon Mr. Slattery’s termination of employment, he 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).
SEPARATION AGREEMENT WITH MS. MILLER. TRANSACTION INCENTIVE AWARDS.Ms. Miller left the company on September 30, 2020, as part of a leadership transition to a new CFO. In connection with the Company’s plan to establish three industry-leading independent companies, a number of employees who were part of GE’s Corporate division with leadership or other roles that have been critical to executing on this strategic plan and transformation will not assume positions with any of the three future companies and have been or will be subject to layoffs. In June 2022, the committee granted transaction incentive awards to Messrs. Holston and Cox consistent with the overall objectives in connection with the strategic plan to incentivize and retain critical Corporate talent needed to complete the spin-offs of GE HealthCare and GE Vernova. These transaction incentive awards
are tied to successful completion of the spin-offs and to individualized performance criteria related to the creation of three industry-leading companies. The target value of the awards, which will become payable after completion of the spin-off of GE Vernova, is $5,000,000 with an opportunity to earn 75% to 125% of target based on February 17, 2020, Ms. Millerperformance that will be determined after completion of this second spin-off based on an evaluation by the Chairman & CEO and certification of results by the committee. In the event of involuntary termination on December 31, 2023, Messrs. Holston and Cox would have been entitled to receive a pro rata payment with respect to their transaction incentive award. Assuming a pro rata payout at target, the amount payable to each would have been $3,015,184.
SEPARATION ARRANGEMENTS WITH MESSRS. HOLSTON AND COX. In anticipation of the planned spin-off of GE 2021 PROXY STATEMENT 49
TableVernova in early April 2024, which will mark completion of Contents
the companyCompany’s plan to launch three independent companies, the Company entered into separation agreements with Mr. Holston and Mr. Cox providing for each of their separations on April 7, 2024 or a Separation Agreement & Release. Pursuant to the terms of the agreement, upon the appointment of her successor on March 1, 2020, she remained employedmutually agreeable earlier date. In addition, Mr. Holston in a special projects role to assist with the CFO transitionApril 2023 and to work on such other mattersMr. Cox in February 2024 became retirement eligible, resulting in accelerating and projects as directed by the CEO. Ms. Miller remained employed with the company until September 30, 2020 (the Separation Date), during which period she remained eligible to receive her regular salary and benefits.
Under the terms of the agreement, GE will provide certain compensation arrangements, including: (i) Ms. Miller is receiving severance pay in the amount of $2,900,000 (equal to one times hervesting for their outstanding annual salary and target bonus), paid in equal bi-weekly installmentsequity awards after they have been held 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; (ii) Ms. Miller received a bonus for the 2020 plan year at no less than the Corporate pool funding level, which was pro-rated based on time employed with the company during the year, for a payment of $875,000; (iii) Ms. Miller’s outstanding stock options and RSUs granted at least one year, prior to the Separation Date and that would otherwise vest through December 31, 2022 vested as soon as practicable after the Separation Date, and such stock options have an exercise period up to the earlier of their existing expiration date and December 31, 2022; and (iv) Ms. Miller’s outstanding PSUs that were granted at least one year prior to the Separation Date remain eligible to vest based upon the company’s actual performance in accordance with GE’s normal processes. Ms. Miller did not receive an annual equity award in 2020. Upon her departure, Ms. Miller did not vest in or receive any benefits under the GE Supplementary Pension Plan, but she remains vested in her accrued benefit under the GE Pension Plan, with payments to begin in accordance with the standard terms of the plan. Under thethose awards related to retirement eligibility.
Mr. Holston’s separation agreement Ms. Miller granted a release toprovides for the company and agreed to certain cooperation, confidential information, non-competition, and non-solicitation covenants. See “Equity Awards” below for more information regardingfollowing separation benefits: (i) the value of the equity treatmentlump sum cash payment provided under Ms. Miller’s separation agreement.
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(as described and quantified above); (ii) partial subsidization of employment that is notcontinued medical, dental and vision coverage under COBRA 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 providedmonths; (iii) coverage for the same period. To receive a benefitpremium payments under the company’s basic life insurance plan for 12 months; (iv) a pro-rated 2024 AEIP bonus; (v) payment of the executive must enterfull amount of his transaction incentive award, based on actual performance; and (vi) outplacement services for 18 months. The separation benefits are payable so long as Mr. Holston enters into athe required release and has not breached the separation agreement and release in a form acceptable to GE, which may also include(which includes cooperation, confidential information, non-disparagement, non-competition,
non-solicitation and other covenants. With respectcovenants) or engaged in conduct that would give rise to our named executives, Messrs. Slattery and Strazik are eligible to participatea termination for cause.
Mr. Cox’s separation agreement (entered into in February 2024) provides for the following separation benefits: (i) the lump sum cash payment provided under the GE US Executive Severance Plan (as described and quantified above), (ii) partial subsidization of continued medical, dental and vision coverage under COBRA for 6 months; (iii) coverage for premium payments under the company’s basic life insurance plan for 12 months; (iv) a pro-rated 2024 AEIP bonus; (v) acceleration of his RSUs granted on September 3, 2020 and scheduled to vest September 3, 2024 (see 2023 Outstanding Equity Awards at Fiscal Year-End Table); (vi) payment of the 18-month level.full amount of his transaction incentive award, based on actual performance; and (vii) outplacement services for 18 months. The separation benefits are payable so long as Mr. Cox enters into the required release and has not breached the separation agreement (which includes cooperation, confidential information, non-disparagement, non-competition, non-solicitation and other covenants) or engaged in conduct that would give rise to a termination for cause.
Under both separation agreements, cause generally means (i) breach of any restrictive covenant agreement or material term of any other agreement with the Plan,company, (ii) engaging in conduct that results in or could cause
material harm to the following terms have the meanings set forth below:company, (iii) commission of an act of dishonesty, fraud, embezzlement or theft, (iv) conviction of, or please of guilty or no contest to, a felony or crime involving moral turpitude, or (v) failure to comply with company policies and procedures.
50GE 2024 PROXY STATEMENT
SHAREHOLDER APPROVAL OF SEVERANCE AND DEATH BENEFITS. BENEFITS. If the Board were to agree to pay certain severance benefits or unearned death benefits to a named executive, we would seek shareholder approval. For severance benefits, this policy applies only when the executive’s employment had been terminated before retirement for performance reasons and the value of the proposed severance benefits exceeded 2.99 times the sum of his or her base salary and bonus. For this purpose, severance benefits would not include: (1) any payments based on accrued pension benefits; (2) any payments of salary or bonus amounts that had accrued at the time of termination; (3) any RSUs paid to a named executive who was terminated within two years prior to age 60; (4) any stock-based incentive awards that had vested or would otherwise have vested within two years following the named executive’s termination; and (5) any retiree health, life or other welfare benefits. See the Board’sBoards Governance Principles (see “Helpful Resources” Resourceson page 73)69) for the full policies.policy.
Equity Awards
The following table shows the intrinsic value of GE 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, 2020.2023. Intrinsic value is based upon the company’s stock price (minus the exercise price in the case of stock options). Amounts shown assume the achievement of all applicable performance objectives at the target level.level, except where actual achievements levels have been determined. Our named executives generally are not entitled to benefits if they leave voluntarily (without good reason) 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 OPTIONS | RSUs/PSUs/ PERFORMANCE AWARDS | STOCK OPTIONS | RSUs/PSUs/ PERFORMANCE AWARDS | STOCK OPTIONS | RSUs/PSUs/ PERFORMANCE AWARDS | STOCK OPTIONS | RSUs/PSUs/ PERFORMANCE AWARDS | STOCK OPTIONS | RSUs/PSUs/ PERFORMANCE AWARDS | ||||||||||||||||||
Culp | $ | 0 | $ | 39,787,514 | $ | 0 | $ | 39,787,514 | N/A | N/A | $0 | $ | 4,641,311 | $0 | $ | 100,389,802 | ||||||||||||
Dybeck Happe | $ | 0 | $ | 4,036,154 | $ | 0 | $ | 4,036,154 | N/A | N/A | $0 | $ | 385,182 | $0 | $ | 11,814,336 | ||||||||||||
Miller | N/A | N/A | N/A | N/A | N/A | N/A | $0 | $ | 3,718,310 | N/A | N/A | |||||||||||||||||
Murphy | $ | 180,426 | $ | 16,474,374 | $ | 180,426 | $ | 15,687,842 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||
Slattery | $ | 3,709,937 | $ | 8,028,839 | $ | 3,709,937 | $ | 8,028,839 | N/A | N/A | N/A | N/A | N/A | N/A | ||||||||||||||
Strazik | $ | 118,566 | $ | 12,484,940 | $ | 118,566 | $ | 12,260,214 | N/A | N/A | N/A | N/A | N/A | N/A |
UPON DEATH | UPON DISABILITY | UPON RETIREMENT | UPON INVOLUNTARY TERMINATION* | UPON CHANGE OF CONTROL** | |||||||||||||||||||||||||||||||||||
NAME | STOCK OPTIONS | RSUs/PSUs/ PERFORMANCE AWARDS | STOCK OPTIONS | RSUs/PSUs/ PERFORMANCE AWARDS | STOCK OPTIONS | RSUs/PSUs/ PERFORMANCE AWARDS | STOCK OPTIONS | RSUs/PSUs/ PERFORMANCE AWARDS | STOCK OPTIONS | RSUs/PSUs/ PERFORMANCE AWARDS | |||||||||||||||||||||||||||||
Culp | N/A | $ | 281,728,930 | N/A | $ | 281,728,930 | N/A | $ | 30,483,915 | N/A | $ | 222,443,519 | $ | N/A | $ | 222,443,519 | |||||||||||||||||||||||
Ghai | N/A | $ | 16,671,924 | N/A | $ | 16,671,924 | N/A | N/A | $ | N/A | $ | 10,538,537 | $ | N/A | $ | 0 | |||||||||||||||||||||||
Dybeck Happe | $ | 22,911,529 | $ | 39,587,252 | $ | 22,911,529 | $ | 39,587,252 | N/A | N/A | $ | 22,911,529 | $ | 39,587,252 | $ | 0 | $ | 26,178,189 | |||||||||||||||||||||
Stokes | $ | 4,781,799 | $ | 20,031,401 | $ | 4,781,799 | $ | 20,031,401 | N/A | N/A | $ | 0 | $ | 0 | $ | 0 | $ | 0 | |||||||||||||||||||||
Holston | $ | 1,456,567 | $ | 9,090,447 | $ | 1,456,567 | $ | 9,090,447 | 0 | $ | 2,794,331 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||||
Cox | $ | 3,933,291 | $ | 16,506,516 | $ | 3,933,291 | $ | 16,506,516 | N/A | N/A | $ | 0 | $ | 0 | $ | 0 | $ | 0 |
The amounts set forth in this table do not include the GEHC equity awards received by corporate employees as a result of the GEHC spin-off, which awards generally retained the same provisions relating to termination of employment as the original GE equity awards described. See 2023 Outstanding Equity Awards at Fiscal Year-End Table on page 41 for a list of GEHC equity awards and corresponding year-end values for each applicable named executive.
* | Addresses separation |
** | In each case as defined under Mr. Culp’s employment agreement and Ms. Dybeck Happe’s Leadership PSU award agreement, as detailed above. |
50 GE 2021 PROXY STATEMENT
DEATH/DISABILITY. Unvested options, RSUs and PSUs/performance shares would generally vest, depending on the award terms. Vested options would generally remain exercisable until their expiration date, and PSUs and performance shares would remain subject to the achievement of the performance objectives. In the case of disability, the award must generally have been held for at least one year in order to be vested. For these purposes, “disability”disability generally means the executive being unable to perform his or her job. Also see the description of treatment of the Leadership Performance Share and Leadership PSU Award Agreements above.
RETIREMENT. Unvested options, RSUs and PSUs/performance shares held for at least one year would generally vest, depending on the award terms. Vested options would generally remain exercisable until their expiration date, and PSUs and performance shares would remain subject to the achievement of the performance objectives. For these purposes, “retirement”retirement generally means reaching the applicable retirement age, typically age 60.60, and completing 5 years of service. Messrs. Culp and Holston reached the applicable retirement age and service as of December 31, 2023. See the description of treatment of the Leadership Performance Share and Leadership PSU Award Agreements above.
INVOLUNTARY TERMINATION. Under 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 their Leadership Awardsequity awards that would be eligible to become vested if they had been terminated without cause or left for good reason. Under the terms of Mr. Ghai’s offer letter, amounts shown reflect the value of his 2022 sign-on equity awards and other equity awards held for at least one year if he had been terminated without cause or if there is a change in control of GE that does not result in Mr. Ghai receiving a comparable offer of employment with the purchaser. None of the other named executives were entitled to any potential payments upon separation from the 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.
CHANGE OF CONTROL.Under the terms of the Leadership Performance Share and Leadership PSU Award Agreements with each of Mr. Culp and Ms. Dybeck Happe, they would have been eligible for the accelerated vesting of their Leadership Awards in the event of a change of control. The spin-offs of GE HealthCare and GE Vernova did not, and will not, constitute a change in control. For additional detail, see “Employment Agreement with Mr. Culp” Culp on page 48 and “Employment Agreement with Ms. Dybeck Happe” Happe on page 49. None of our other named executives are entitled to the acceleration or payment of benefits in the event of a change of control.
GE 2024 PROXY STATEMENT51
Pension Benefits“Pension Benefits” on page 46 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). The table below shows the pension benefits that would have become payable under the applicable pension plan(s) (as described under Pension Benefits on page 46) if the named executives had died, become disabled, voluntarily terminated or retired as of December 31, 2020.2023.
In the event of death before retirement, the named executive’s surviving spouse (or beneficiary for the executive retirement benefit) may receive the following pension benefits:
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 retirement, 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 benefit may receive 10 equal annual installments of the executive’s accrued benefit, reduced by up to 25% for commencement before attaining age 65.
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 RETIREMENT | |||||||||
Culp | N/A | $ | 154,839 | N/A | $ | 0 | N/A | |||||||
Dybeck Happe | N/A | $ | 31,883 | N/A | $ | 0 | N/A | |||||||
Miller** | N/A | N/A | N/A | N/A | N/A | |||||||||
Murphy | $ | 29,410 | $ | 45,119 | $ | 87,908 | N/A | $38,114 | ||||||
Slattery | N/A | $ | 10,311 | N/A | $ | 0 | N/A | |||||||
Strazik | $ | 2,093,056 | $ | 38,808 | $ | 501,930 | $ | 73,744 | N/A |
NAME | LUMP SUM UPON DEATH | ANNUAL BENEFIT UPON DEATH | ANNUAL BENEFIT UPON DISABILITY | ANNUAL BENEFIT UPON VOLUNTARY TERMINATION | ANNUAL BENEFIT UPON RETIREMENT | |||||||||||||
Culp | N/A | $ | 442,960 | N/A | $ | N/A | $ | 442,960 | ||||||||||
Ghai | N/A | N/A | N/A | $ | N/A | N/A | ||||||||||||
Dybeck Happe | N/A | $ | 158,852 | N/A | $ | N/A | N/A | |||||||||||
Stokes | $ | 6,255,943 | $ | 173,471 | $ | 1,155,710 | $ | 89,933 | N/A | |||||||||
Holston | N/A | $ | 292,085 | N/A | $ | N/A | $ | 292,085 | ||||||||||
Cox | N/A | $ | 229,609 | N/A | $ | N/A | $ | 229,609 |
LUMP SUM UPON DEATH. Lump sumReflects the Supplementary Pension benefit payable to the surviving spouse. Ain a lump sum is not available to the surviving spouse of Ms. Miller because she did not qualify for a Supplementary Pension. A lump sum is not available to the surviving spouse of Messrs. Culp and Slattery and Ms. Dybeck Happe under the termsbased on whichever of the executive retirement benefit.
ANNUAL BENEFITS UPON DEATH. following has a higher value: (1) the 50% survivor annuity that the spouse would have received under this plan if the participant had retired at age 60 and elected the spousal 50% joint and survivor annuity option prior to death, or (2) five years of pension distributions under this plan.
ANNUAL BENEFITS UPON DEATH. Reflects 10 annual installment payments of the Executive Retirement Benefit and/or the annual amount payable for the life of the surviving spouse commencing after his 60th birthdayunder the Pension Plan. Under the Pension Plan, the benefit is payable either as an annuity, as if the participant had elected the spousal 50% joint and survivor annuity option prior to death, or an immediate lump-sum payment based on five years of pension distributions, in each case based upon the caseaccrued benefit. For participants age 60 or older, over age 50 with 15 years of Mr. Strazik. For Messrs. Culpservice, or under age 50 with 30 years of service, the spousal annuity payment is immediate; otherwise the spousal annuity is payable when the participant would have reached age 60.
ANNUAL BENEFITS UPON DISABILITY. Reflects the 50% joint and Slatterysurvivor annuity under the Pension Plan and Ms. Dybeck Happe,the Supplementary Pension benefit, and/or 10 annual installment payments commencingas the Executive Retirement Benefit if the participant has at least 15 years of service. Participants who are disabled after death.age 60 are eligible to retire and amounts are shown in the Retirement column.
GE 2021 PROXY STATEMENT
51
ANNUAL BENEFITS UPON DISABILITY. VOLUNTARY TERMINATION. Reflects the 50% joint and survivor annuity payable to Mr. Strazik, or 10 annual installment payments commencing after disabilityat age 60 under the executive retirement benefit. Messrs. Culp and Slattery and Ms. Dybeck Happe would not be eligiblePension Plan for disability benefits because they do not yet have 15 years of service.
ANNUAL BENEFITS UPON VOLUNTARY TERMINATION. 50% joint and survivor annuity payable to the executive at age 60; thisMr. Stokes; 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. MurphyParticipants who terminate employment after age 60 are eligible to retire and amounts are shown under Annual Benefit Upon Retirement.in the Retirement column.
ANNUAL BENEFITS UPON RETIREMENT. Represents partial pension eligibilityReflects 10 annual installment payments as the Executive Retirement Benefit for Mr. Murphy. The other named executives are not eligible to retire.Messrs. Culp, Holston and Cox, who have reached age 60.
52GE 2024 PROXY STATEMENT
The named executives are entitled to receive the vested 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 GE Stock Units or S&P 500 Index Units, and to accrue interest income or dividend payments, as applicable.the named executive’s earnings option. Therefore, amounts received by the named executives would differ from those shown in the Nonqualified Deferred Compensation Tableon page 45. See “Deferred Compensation” Compensationon page 44 for information on the available distribution types under each deferral plan.
For a description of the supplemental life insurance plans that provide coverage to the named executives, see “Life Insurance Premiums” Premiumson page 40.39. Messrs. Culp, Ghai, Holston and SlatteryCox, 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. Ms. Miller surrendered her policies in November 2020. If the named executives had died on December 31, 2020,2023, the survivors of the named executives would have received the following under these arrangements.
NAME | DEATH BENEFIT | ||
Culp | $ | 0 | |
Dybeck Happe | $ | 0 | |
Miller | $ | 0 | |
Murphy | $ | 3,618,346 | |
Slattery | $ | 0 | |
Strazik | $ | 5,069,859 |
NAME | DEATH BENEFIT | |||
Culp | $ | 0 | ||
Ghai | $ | 0 | ||
Dybeck Happe | $ | 0 | ||
Stokes | $ | 10,442,234 | ||
Holston | $ | 0 | ||
Cox | $ | 0 |
The company would continue to pay the premiums in the event of a disability for Executive Life, until the later of age 60 or 15 years in the plan,maturity date, and under Leadership Life, until the later of age 65 or 10 years in the plan.
Other Executive Compensation PracticesPolicies & PoliciesPractices
Roles and Responsibilities in Succession Planning and Compensation
MANAGEMENT DEVELOPMENT & COMPENSATION COMMITTEE.
The committee has primary responsibility for helping the Board develop and evaluate potential candidates for executive positions and for overseeing the development of executive succession plans. As part of this responsibility, the committee oversees the compensation program for the CEO and the other named executives.executives, as described more fully in the committee’s charter (see Helpful Resources on page 69).
MANAGEMENT. Our CEO and our chief 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.
Our Policies on Compensation Consultants
STRATEGIC USE OF COMPENSATION CONSULTANTS. From time to time, the committee and the company’s human resources function have sought the views of 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 2020,2023, the Management Development & Compensation Committeecommittee and the company’s human resources function consulted with Semler Brossy on market practices relating
to senior executive compensation. In addition, the Governance Committee and the company’s legal function consulted with Semler Brossy on market practices relating to compensation and benefits for non-employee directors. All of these services were obtained under hourly fee arrangements with Semler Brossy rather than through a standing engagement.
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 Semler Brossy’s work with the committee, the Governance Committee and the company’s human resources and legal functions does not raise any conflict of interest.
CLAWBACKS.TheIn 2023, we adopted a Clawback Policy, which is intended to comply with the requirements of NYSE Listing Standard 303A.14 implementing Exchange Act Rule 10D-1. In the event we are required to prepare an accounting restatement of our financial statements due to material non-compliance with any financial reporting requirement under the federal securities laws, we will seek to recover the excess incentive-based compensation received by any covered executive, including the named executives, during the prior three fiscal years that exceeds the amount that the executive otherwise would have received had the incentive-based compensation been determined based on the restated financial statements. For more information, see our Governance Principles (see Helpful Resources on page 69).
Additionally, the Board may seek reimbursement 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. For more information, see our Governance Principles (see “Helpful Resources” 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 page 73).the accurate financial statements or performance metric.
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.
GE 2024 PROXY STATEMENT53
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The committee oversees an annual risk assessment of the company’s executive compensation policies and BenchmarkingDETERMINING OUR PEER GROUP. In 2019,practices. For 2023, the assessment was led by management, with review and input from the company’s independent compensation consultant. Based on results of the assessment, the committee adopted a peer group forconcluded that the company’s executive compensation benchmarking purposes. Based on the criteria set forth below, the committee reviewed the peer group and retained the 2019 peer group for 2020.
In determining the peer group, the committee considered the following factors:
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 impacted by internal equity, retention considerations, succession planning and internal GE dynamics.does not encourage excessive risk taking.
GE 2021 PROXY STATEMENT 53
Stock Ownership and Equity Grant Policies
STOCK 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. Individual and joint holdings of GE stock with immediate family members, including those shares held in the Company’s 401(k) plan and any deferred compensation accounts, count toward satisfaction of the guidelines. All named executives are in compliance with our stock ownership requirements. For details on these requirements, see our Governance Principles (see “(see Helpful Resources” Resourceson page 73)69). The named executives’executive’s ownership is shown in the Common Stock & Total Stock-Based HoldingsBeneficial Ownership Tableon page 25.
STOCK OWNERSHIP REQUIREMENTS (MULTIPLES OF BASE SALARY) | ||||
10X for CEO | 4X for senior vice presidents | |||
HOLDING PERIOD REQUIREMENTS. Our executive officers must also hold for at least one year anythe net shares of GE stock they receivereceived from PSUs and RSUs until satisfaction of the stock ownership requirements. In addition, the net shares of GE stock received through all stock option exercises in addition to any holding periods that may be assigned to PSUs, such as the annual grant of PSUs in 2019 and 2020. In addition, net shares received from the vesting of PSUs or RSUs must be held untilfor one year, and the net shares of GE stock ownership requirement is met.received upon settlement of PSUs granted in 2020 and thereafter, and of RSUs granted in 2022 and thereafter, must also be held for one year.
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 our Governance Principles (see “(see Helpful Resources” Resourceson page 73)69). This rule isThese restrictions are not applicable to other GE employees.
NO PLEDGING. We prohibit executive officers and directors from pledging GE stock. These restrictions are contained in our Governance Principles (see “(see Helpful Resources” Resourceson page 73)69).
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 date.
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,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 our Governance Principles (see “(see Helpful Resources” Resourceson page 73)69).
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 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
Information on how GE calculates the following metrics (presented on pages 31-32) is presented either in the Management's Discussion and Analysis within our Form 10-K for 2020 on the pagesDuring 2023, no member of the 10-K indicated after each metric (see “Helpful Resources” on page 73), or below in the case of free cash flow for Healthcare excluding BioPharma:
The organic profit margin expansion amounts for 2020 presented on pages 31-32 reflect the change in presentation of GE Industrial restructuring program costs described in our Form 10-K for 2020, andManagement Development & Compensation Committee had a relationship that change had no impact on the AEIP determinations described on pages 31-32.requires disclosure as a compensation committee interlock.
We use the non-GAAP financial measure free cash flow for Healthcare excluding BioPharma, so that investors can evaluate cash flow performance that includes investments in property, plant and equipment and additions to internal-use software, without the effects of the BioPharma business that we sold in 2020. A reconciliation to the most directly comparable GAAP measure is set forth below.
HEALTHCARE FREE CASH FLOW (FCF) (NON-GAAP) | ||||
(DOLLARS IN MILLIONS) | 2020 | |||
Healthcare CFOA (GAAP) | $ | 3,143 | ||
Add: gross additions to property, plant and equipment | (256 | ) | ||
Add: gross additions to internal-use software | (24 | ) | ||
Healthcare free cash flow (Non-GAAP) | $ | 2,863 | ||
Less: BioPharma CFOA | 315 | |||
Less: BioPharma gross additions to property, plant and equipment | (17 | ) | ||
Less: BioPharma gross additions to internal-use software | (2 | ) | ||
Healthcare excluding BioPharma free cash flow (Non-GAAP) | $ | 2,568 |
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 the Forward-Looking Statements Information page on our Investor Relations website (see “Helpful Resources” on page 73) 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.
Management Development & Compensation Committee Report �� The Management Development & Compensation Committee has reviewed the compensation discussion and analysis Compensation Discussion & Analysis (pages 2726 through 55,54, which, pursuant to SEC rules, does not include the “CEO Pay Ratio” discussion below)Ratio and Pay Versus Performance discussions) 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 analysisCompensation Discussion & Analysis be included in the company’s annual reportAnnual Report on Form 10-K for 20202023 and this proxy statement. This report is provided by the following independent directors, who comprise the committee:
Stephen Angel (Chair)
Sébastien Bazin
Edward Garden
54GE 2024 PROXY STATEMENT
RATIO OF CEO PAY TO MEDIAN EMPLOYEE PAY. OurAs a result of the employee population changes in connection with the spin-off of GE HealthCare in January 2023, we determined that a new median employee earned $53,928 in total compensation for 2020. The total 2020 compensation reported for Mr. Culp as reported under “SEC Total” in the Summary Compensation Table on page 39 was $73,192,032. This includes the full grant date fair value of his Leadership Performance Share Award, which does not vest until performance and service requirements are met. Based upon total compensation for 2020, we calculated that our ratio of CEO to median employee pay was 1,357 to 1. Our median employee is employed in the United States in our Aviation business. Year-over-year changes in our median employee pay are partially attributable to changes in our employee mix, including disposition and restructuring activities.should be selected.
HOW WE IDENTIFIED THE MEDIAN EMPLOYEE. EMPLOYEE. To identify the median GE employee, we identified our total employee population as of December 31, 2020,2023, 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 U.S. dollars, including target bonus award payments to identify a group of 28the 20 employees with similar annualized salary.salaries directly above and below the initial median employee. Once we identified this narrowed pool, we used actual salary and bonus compensation paid for the 2020 year, and re-ranked the middle 28consideration pool of employees to find the median employee. We then calculated the median employee’s total compensation in accordance with SEC rules to use as the basis for the pay ratio. Foreign exchange rates were translated to the U.S. dollar equivalent based on rates as of December 31, 2020.2023.
RATIO OF CEO PAY TO MEDIAN EMPLOYEE PAY. Our median employee earned $73,038 in total compensation for 2023. The total 2023 compensation reported for Mr. Culp as reported under SEC Total in the Summary Compensation Table on page 38 was $14,698,285. Based upon total compensation for 2023, we calculated that our ratio of CEO to median employee pay was 201 to 1. Our median employee is employed in Italy in our Aerospace business.
* | These |
The compensation program for independent directors is designed to achieveIn accordance with Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following goals:information about the relationships between compensation actually paid to named executives and company performance. In this section, we refer to “compensation actually paid” and other terms used in the applicable SEC rules. For information concerning the company’s compensation philosophy and how the company aligns executive compensation with its financial and operational performance, refer to the Incentive Compensation section on page 40. We refer collectively to awards of RSUs, PSUs, performance shares and stock options as equity awards in this Pay versus Performance section.
AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NAMED EXECUTIVES(1)(2) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | COMPANY- SELECTED PERFORMANCE MEASURE: FREE CASH FLOW ($M)(5)(6) | ||||||||||||||||||||||||||||||
YEAR(1) | SUMMARY COMPENSATION TABLE FOR PEO(1) | COMPENSATION ACTUALLY PAID TO PEO(1)(2) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NAMED EXECUTIVES(1) | TOTAL SHAREHOLDER RETURN | PEER GROUP TOTAL SHAREHOLDER RETURN(4) | NET INCOME ($M)(5) | ||||||||||||||||||||||||||
2023 | $ | 14,698,285 | $ | 182,548,275 | (3) | $ | 7,708,170 | $ | 24,033,475 | (3) | $ | 186 | $ | 150 | $ | 9,443 | $ | 5,150 | ||||||||||||||
2022 | $ | 8,198,024 | $ | (23,798,500 | ) | $ | 8,969,318 | $ | 3,579,820 | $ | 95 | $ | 127 | $ | 292 | $ | 4,758 | |||||||||||||||
2021 | $ | 22,663,449 | $ | 21,302,944 | $ | 8,584,656 | $ | 7,655,599 | $ | 107 | $ | 134 | $ | (6,591 | ) | $ | 1,889 | |||||||||||||||
2020 | $ | 73,192,032 | $ | 115,891,919 | $ | 14,595,432 | $ | 15,948,471 | $ | 97 | $ | 111 | $ | 5,546 | $ | 635 |
The named executives included in the above table were: |
PRINCIPAL EXECUTIVE OFFICER (PEO) | NON-PEO NAMED EXECUTIVES | ||||
2023 | H. Lawrence Culp, Jr. | Rahul Ghai, Carolina Dybeck Happe, Russell Stokes, Michael Holston, Kevin Cox | |||
2022 | H. Lawrence Culp, Jr. | Carolina Dybeck Happe, John Slattery, Peter Arduini and Russell Stokes | |||
2021 | H. Lawrence Culp, Jr. | Carolina Dybeck Happe, John Slattery, Russell Stokes and Kieran Murphy | |||
2020 | H. Lawrence Culp, Jr. | Carolina Dybeck Happe, Jamie Miller, Kieran Murphy, John Slattery, Scott Strazik |
(2) | The assumptions we used to calculate the values for RSU awards, PSU awards and performance share awards included in the |
(3) | The 2023 compensation actually paid to our PEO and the average compensation actually paid of our non-PEO named executives reflects the following adjustments required |
(4) | As permitted by SEC rules, the peer group referenced for purposes of |
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Annual CompensationOVERVIEW. 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.
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 members;* | $ | 20,000 |
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YEAR | PRINCIPAL EXECUTIVE OFFICER (PEO) | NON-PEO NAMED EXECUTIVES | |||
2023 | H. Lawrence Culp, Jr. | Rahul Ghai, Carolina Dybeck Happe, Russell Stokes, Michael Holston, Kevin Cox | |||
2022 | H. Lawrence Culp, Jr. | Carolina Dybeck Happe, John Slattery, Peter Arduini and Russell Stokes | |||
2021 | H. Lawrence Culp, Jr. | Carolina Dybeck Happe, John Slattery, Russell Stokes and Kieran Murphy | |||
2020 | H. Lawrence Culp, Jr. | Carolina Dybeck Happe, Jamie Miller, Kieran Murphy, John Slattery, Scott Strazik |
(2) | The assumptions we used to calculate the values for RSU awards, PSU awards and performance share awards included in the calculation of compensation actually paid did not differ materially from those used to calculate grant date fair value for such awards. The assumptions we used to calculate the value for stock options did not differ materially from those used to calculate grant date fair value for such awards; we used a Black-Scholes value as of the applicable year-end or vesting date(s), determined using the same methodology we use to determine grant date fair value, except that we used (a) the closing stock price on the applicable revaluation date as the current market price and (b) a reduced expected life, given applicable time lapsed since grant date. |
(3) | The 2023 compensation actually paid to our PEO and the average compensation actually paid of our non-PEO named executives reflects the following adjustments required by the applicable SEC rules from Total compensation reported in the Summary Compensation Table: |
GE 2024 PROXY STATEMENT55
PEO | AVERAGE OF NON-PEOs | ||||
TOTAL REPORTED IN 2023 SUMMARY COMPENSATION TABLE | $14,698,285 | $7,708,170 | |||
Less, value of equity awards reported in the Summary Compensation Table | 4,999,987 | 3,109,632 | |||
Add, year-end value of equity awards granted in 2023 that are unvested and outstanding | 12,139,758 | 5,729,799 | |||
Add, change in fair value (from prior year-end) of prior year equity awards that are unvested and outstanding | 161,161,843 | 11,756,913 | |||
Add, fair market value of equity awards granted in 2023 and that vested in 2023 | - | - | |||
Add, change in fair value (from prior year-end) of prior year equity awards that vested in 2023 | - | 2,329,982 | |||
Less, prior year-end fair value of prior year equity awards that failed to vest in 2023 | - | - | |||
Add, dividends and dividend equivalent payments paid during 2023 on unvested equity awards | - | - | |||
Less, change in present value of accumulated pension plan benefits reported in the Summary Compensation Table | 1,002,278 | 567,454 | |||
Add, service cost for defined benefit and pension plans | 550,654 | 185,695 | |||
Add, prior service cost for defined benefit and pension plans | - | - | |||
Compensation Actually Paid for Fiscal Year 2023 | $182,548,275 | $24,033,475 | |||
Certain columns may not add due to the use of rounded numbers. |
(4) | As permitted by SEC rules, the peer group referenced for purposes of |
(5) | For 2020, 2021 and 2022, the performance results included in the table reflect our financial performance prior to the spin-off of GE HealthCare business and do not reflect the reclassification of our HealthCare business into discontinued operations or the adoption of certain accounting standards updates. |
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HOW DEFERRED STOCK UNITS WORK. Each DSU
RELATIONSHIPS BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL PERFORMANCE MEASURES
In accordance with Item 402(v) of Regulation S-K, the company is equalproviding the following descriptions of the relationships between information presented in the Pay versus Performance table. The calculation of compensation actually paid in each of the years shown reflects required adjustments to equity award valuations under SEC rules, which were in turn impacted by our stock price performance and cancellation of performance-based awards that did not meet their established thresholds. When the committee selected performance measures in support of the design of our 2023 executive compensation program, it focused on factors that it believes will further the company’s and business units’ goals for the year, align with GE’s long-term strategic objectives and contribute to the creation of long-term shareholder value, including our ability to agenerate free cash flow, organic revenue growth and profit or adjusted profit (as applicable), as well as our adjusted earnings per share and operational measures such as safety performance. For more information about these factors and decisions that informed the 2023 compensation of our named executive officers, see the Compensation Discussion & Analysis section of this proxy statement.
56GE 2024 PROXY STATEMENT
Net income is not a financial performance measure that we use in the average closing pricecompensation program design for our named executives. Accordingly, there is not a direct relationship between the compensation actually paid to our named executives and net income. In addition, a meaningful portion of GE stockincentive compensation for our named executives who are leaders of business units is tied to the financial performance of their respective individual business units, rather than enterprise-wide performance measures such as net income.
A significant portion of our compensation program is linked to our free cash flow performance for the 20 days precedingtotal company 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 paymentsbusiness units, as a lump sum or in payments spread out for up to 10 years. In the event of a spin-off transaction, the DSUs are credited with a phantom stock unitdescribed in the spun-off entity, similarCompensation Discussion & Analysis section of this proxy statement. While our free cash flow performance improved sequentially in each of the four years shown, there is not a direct relationship with compensation actually paid because compensation actually paid more strongly reflects the required adjustments for equity award valuations under SEC rules.
MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES
The financial performance measures to the distributionright represent the most important financial performance measures that were used to determine the compensation actually paid to our named executives in 2023.
Most Important Financial Performance Measures |
Free Cash Flow* |
Organic Revenue Growth* |
Profit or Adjusted Profit* (as applicable) |
Adjusted Earnings per Share* |
* | Non-GAAP Financial Measure |
GE shareholders, which would be payable in cash upon retirement on the same terms as the DSUs.
GE 20212024 PROXY STATEMENT5557
OTHER COMPENSATION. Our independent directors may also receive the following benefits:
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No Additional Director CompensationIndependent 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 as of the most recent fiscal year-end. Directors who are company employees do not receive any compensation for their services as directors.
Share Ownership Requirements for Independent DirectorsAll 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) InsuranceGE provides liability insurance for its directors and officers. The annual cost of this coverage is approximately $9 million.
Director Compensation TableThis table shows the compensation that each independent director earned for his or her 2020 Board and committee service. Amounts reflect partial-year Board service for Mr. Carter, who joined the Board in May 2020. 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, all director compensation paid to him.
NAME OF DIRECTOR | CASH FEES | STOCK AWARDS | TOTAL | ||||||
Sébastien Bazin | $ | 0 | $ | 305,487 | $ | 305,487 | |||
Ashton Carter | $ | 75,750 | $ | 111,704 | $ | 187,454 | |||
Francisco D’Souza | $ | 0 | $ | 330,123 | $ | 330,123 | |||
Edward Garden | $ | 120,000 | $ | 177,380 | $ | 297,380 | |||
Thomas Horton | $ | 144,000 | $ | 212,856 | $ | 356,856 | |||
Risa Lavizzo-Mourey | $ | 122,000 | $ | 180,336 | $ | 302,336 | |||
Catherine Lesjak | $ | 128,000 | $ | 189,205 | $ | 317,205 | |||
Paula Rosput Reynolds | $ | 142,000 | $ | 209,899 | $ | 351,899 | |||
Leslie Seidman | $ | 99,000 | $ | 228,624 | $ | 327,624 | |||
James Tisch | $ | 0 | $ | 280,851 | $ | 280,851 |
CASH FEES. Amount of cash compensation earned in 2020 for Board and committee service.
STOCK AWARDS. Aggregate grant date fair value of DSUs granted in 2020, 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
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 $7.94 for March 31, 2020 grants, $6.83 for June 30, 2020 grants, $6.23 for September 30, 2020 grants, and $10.80 for December 31, 2020 grants. The table below shows the cash amounts that the directors deferred into DSUs in 2020 and the number of DSUs accrued as of 2020 fiscal year-end.
DIRECTOR | CASH DEFERRED INTO DSUs IN 2020 | # DSUs OUTSTANDING AT 2020 FISCAL YEAR-END | ||
Sébastien Bazin | $ | 124,000 | 120,773 | |
Ashton Carter | $ | 0 | 14,521 | |
Francisco D’Souza | $ | 134,000 | 161,448 | |
Edward Garden | $ | 0 | 63,283 | |
Thomas Horton | $ | 0 | 65,584 | |
Risa Lavizzo-Mourey | $ | 0 | 74,239 | |
Catherine Lesjak | $ | 0 | 41,231 | |
Paula Rosput Reynolds | $ | 0 | 50,750 | |
Leslie Seidman | $ | 33,000 | 89,953 | |
James Tisch | $ | 114,000 | 190,563 |
56 GE 2021 PROXY STATEMENT
MANAGEMENT
PROPOSAL NO. 23
We are asking shareholders to ratify the selection of Deloitte & Touche LLP (Deloitte) as our independent auditor for 2024.
What are you voting on? Although ratification is not required by our by-laws or otherwise, the Board is submitting this proposal as a matter of good corporate practice. | YOUR BOARD RECOMMENDS A VOTEFOR RATIFICATION OF THE AUDIT COMMITTEE’SSELECTION OF DELOITTE AS OUR INDEPENDENT AUDITOR FOR 2024 |
The Audit Committee is directly responsible for the appointment, compensation (including advance approval of fees), retention and oversight of the independent auditor ofregistered public accounting firm that audits our consolidated financial statements and our internal control over financial reportingreporting. In accordance with its charter, the Audit Committee has selected the firm of Deloitte & Touche LLP (Deloitte), an independent registered public accounting firm, to be our auditor for the year 2024. The Audit Committee believes that this selection is in the best interests of GE and its shareholders and, therefore, recommends to shareholders that they ratify that appointment. Deloitte was selected as our auditor in 2020 to serve as our auditor beginning with fiscal year 2021.
A representative of Deloitte will be present at the annual meeting, will have the opportunity to make a statement if they desire to do so and will be available to respond to shareholder questions.
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. Our company’s independent auditor, Deloitte, 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 Audit Committee has reviewed and discussed with management and Deloitte the audited financial statements for the year ended December 31, 2023, and Deloitte’s evaluation of the company’s internal control over financial reporting. The Audit Committee has also discussed with Deloitte the matters that are we asking yourequired to vote? be discussed under applicable PCAOB and SEC requirements. Deloitte has provided to the Audit Committee the written disclosures and the PCAOB-required letter regarding its communications with the Audit Committee concerning independence, and the committee has discussed with Deloitte that firm’s independence. The Audit Committee has concluded that Deloitte’s provision of audit and non-audit services to GE and its affiliates during 2023 was compatible with Deloitte’s independence.
AUDIT COMMITTEE RECOMMENDS INCLUDING THE FINANCIAL STATEMENTS IN THE ANNUAL REPORT. Although ratification is not required by our by-laws or otherwise,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, 2023, be included in our Annual Report on Form 10-K for 2023 for filing with the SEC. This report is submitting this proposal as a matter of good corporate practice. Ifprovided by the selection is not ratified,following independent directors, who comprised the committee will consider whether it is appropriate to select another independent auditor.at that time:
ISABELLA GOREN (Chair) | CATHERINE LESJAK | PAULA ROSPUT REYNOLDS | ||||
Your Board Recommends a Vote for Ratification of the Audit Committee’s Selection of Deloitte as our Independent Auditor for 202158GE 2024 PROXY STATEMENT
Selected New Auditor for 2021
The 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.
Concluded Audit Tender Process. The Audit Committee commenced an audit tender in 2019, with a thorough and competitive process to select GE’s independent auditor for the year ending December 31, 2021. The committee invited several audit firms to participate in this process, and the firms that submitted responses to the request for proposal undertook an extensive process of reviewing information about GE and its businesses. The tender process also included a variety of meetings with members of the Audit Committee and GE management 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.
Selected Deloitte as New Independent Auditor. Following review of the proposals received in the tender process, the Audit Committee in June 2020 selected Deloitte as GE’s independent auditor for the year ending December 31, 2021. Since June 2020, the Audit Committee and Deloitte have confirmed Deloitte’s independence and commenced the engagement for 2021. The Audit Committee believes that the engagement of Deloitte as independent auditor for 2021 is in the best interest of GE and its shareholders, and the Board recommends that shareholders ratify the Audit Committee’s selection of Deloitte as independent auditor for 2021.
Responds to Shareholder Feedback. The Audit Committee’s decisions to launch the audit tender process and, ultimately, to select a new independent auditor were made following significant engagement with GE shareholders since 2018. Shareholders’ positive response to the commencement of the audit tender process resulted in a significant increase in our auditor ratification vote to 89% of the votes cast in favor of ratifying the appointment of KPMG LLP (KPMG) as GE’s independent auditor for 2019 versus 65% support in 2018. In selecting a new independent auditor at the conclusion of the tender process, the Committee also considered GE’s engagement with shareholders over the past several years,
including feedback regarding GE’s financial performance, accounting and disclosure matters, the SEC’s investigation of GE that concluded with a settlement in December 2020, KPMG’s tenure since 1909 and performance as independent auditor, personnel changes across the leadership of GE and the costs, complexity and timeline for an audit firm rotation.
Deloitte will have representatives in attendance at 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 Information
Additional Information Regarding Change of Independent AuditorAs reported on GE’s Current Report on Form 8-K, dated June 22, 2020, and amended on February 12, 2021, the Audit Committee approved the engagement of Deloitte as GE’s independent registered public accounting firm for the fiscal year ending December 31, 2021. KPMG continued as GE’s independent registered public accounting firm for the year ending December 31, 2020. On February 12, 2021, when GE filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2020, with the SEC, 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.
GE 2021 PROXY STATEMENT 57
Fees for 2020 and 2019The committee oversees the audit and non-audit services provided by the independent auditor, participates in the pre-approval of fees with the independent auditor, reviews and approves the audit plan and associated fees, and receives periodic reports on the fees paid.
With our audit firm rotation, we will begin reporting fees paid to Deloitte in next year’s proxy statement for our 2022 annual meeting. The aggregate fees billed by KPMG, our former independent auditor, in 2020 and 2019 for its services were:
TYPES OF FEES (IN MILLIONS) | AUDIT | AUDIT-RELATED | TAX | ALL OTHER | TOTAL | |||||
2020 | $61.6 | $14.6 | $0.4 | $0.0 | $76.6 | |||||
2019 | $61.1 | $13.9 | $4.1 | $0.0 | $79.1 |
These amounts do not include fees billed by KPMG for services to Baker Hughes Company, which GE consolidated 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.
AUDIT. 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. 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 increase was primarily attributable to higher costs for carve-out audits in 2020, including the BioPharma business within GE Healthcare.
TAX. Fees related to tax compliance and tax advice/planning, including in 2019 in connection with U.S. tax reform and transactions.
ALL OTHER. GE did not engage KPMG in 2019 or 2020 for any services other than those described above.
TOTAL. Total fees paid to KPMG decreased from 2019 to 2020 primarily due to lower fees related to tax compliance and planning in 2020.
How We Control and Monitor the Non-Audit Services Provided by Deloitte
The Audit 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 committeeAudit Committee has established the following policies and processes related to non-audit services.
WE LIMIT THE NON-AUDITNON-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”Resourceson page 73)69).
WE HAVE A PRE-APPROVALPRE-APPROVAL PROCESS FOR NON-AUDITNON-AUDIT SERVICES.
The Audit Committee has adopted policies and procedures for pre- approvingpre-approving all non-audit work that Deloitte performs for us. Specifically, the committeeAudit Committee has pre-approved the use of Deloitte for specific types of services related to: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 committeeAudit 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 committeeAudit Committee for any single engagement over $2 million or any types of services that have not been pre-approved. The committeeAudit Committee chair is authorized to pre-approve any audit or non-audit service on behalf of the committee,Audit Committee, provided these decisions are presented to the full committee at its next regularly scheduled meeting. In 2023, 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
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” Resourceson page 73)69).
The following table summarizes the fees for professional audit services provided by Deloitte for audit services provided for, and other services provided in, the years shown:
TYPES OF FEES (IN MILLIONS) | AUDIT | AUDIT- RELATED | TAX | ALL OTHER | TOTAL | ||||||
2023 | $46.2 | $24.3 | $0.4 | $0.2 | $71.1 | ||||||
2022 | $57.6 | $40.3 | $0.6 | $0.1 | $98.6 |
58 AUDIT FEES.GE 2021 PROXY STATEMENT
TableFees for the audit of Contents
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 theannual financial statements andincluded in our Annual Report on Form 10-K for 2023; the public reporting process. Our company’s independent auditor (KPMG for 2020 and prior years, and Deloitte beginning in 2021) is responsible for expressing opinions on the conformityreview of the company’s audited financial statements included in all material respects, with generally accepted accounting principles andour quarterly reports on Form 10-Q; the company’saudit of our internal control over financial reporting.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.
REQUIRED DISCLOSURES AND DISCUSSIONS. AUDITThe committee has reviewed-RELATED FEES. Fees for assurance and discussed with management and KPMGrelated services that are reasonably related to the auditedperformance of the audit or review of our financial statements for the year ended December 31, 2020 and KPMG’s evaluation of the company’s internal control over financial reporting. The committee has also discussedFor 2023, our audit-related fees primarily consisted of audits of carve-out financial statements associated with KPMGGE’s separation strategy, including the mattersplanned spin-off of GE Vernova.
TAX FEES. Fees related to tax compliance and tax 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 assistance with tax audits and appeals, tax advice related to mergers and acquisitions and employee benefit plans, and requests for rulings or technical advice from taxing authorities.
ALL OTHER FEES. Includes fees for services that are required to be discussed under PCAOB standards. KPMG has provided tonot contained in the committee the written disclosuresabove categories 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 includes permissible advisory services.
GE and its affiliates during 2020 was compatible with KPMG’s independence.2024 PROXY STATEMENT59
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 statements for the year ended December 31, 2020 be included in our annual report on Form 10-K for 2020 for filing with the SEC. This report is provided by the following independent directors, who comprise the committee:
GE 2021 PROXY STATEMENT 59
MANAGEMENT PROPOSAL NO. 3
Approval of a Reverse Stock Split and Reduction in our Authorized Stock and Par Value
Why the Board recommends a vote FOR the Reverse Stock Split.The purposes of the reverse stock split are to:
Failure to obtain shareholder approval of the reverse stock split and corresponding reduction in our authorized stock may limit our ability to achieve these objectives.
Your Board recommends a vote FOR approval of a reverse stock split, a corresponding reduction in our authorized stock and a reduction in par value
60 PROPOSAL NO. 4
Kenneth Steiner has notified us that he intends to submit the following proposal at this year’s meeting:
Independent Board Chairman
Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary in order that 2 separate people hold the office of the Chairman and the office of the CEO.
Whenever possible, the Chairman of the Board shall be an Independent Director.
The Board has the discretion to select a Temporary Chairman of the Board, who is not an Independent Director, to serve while the Board is seeking an Independent Chairman of the Board on an expedited basis.
This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition.
This proposal topic won 52% support at Boeing and 54% support at Baxter International in 2020. Boeing then adopted this proposal topic.
Perhaps there should be a rule against a person who has been a CEO and a Chairman at the same time being named as Lead Director. Mr. Thomas Horton, GE 2021Lead Director, had years in the dual jobs of CEO and Chairman at American Airlines. Past and present holders of both jobs at the same time would seem to have a special affinity with the GE person who now has both GE jobs. Affinity is inconsistent with the oversight role of a Lead Director.
A lead director is no substitute for an independent board chairman. A lead director cannot call a special shareholder meeting and cannot even call a special meeting of the board. A lead director can delegate most of his lead director duties to others and then simply rubber-stamp it. There is no way shareholders can be sure of what goes on.
A lead director can be given a list of duties but there is no rule that prevents the Chairman from overriding the lead director in any of the so-called lead director duties and ignore the advice of the lead director.
Please vote yes: Independent Board Chairman -- Proposal 4
60GE 2024 PROXY STATEMENT
Your Board recommends a vote AGAINST this proposal. |
TableWE BELIEVE DETERMINING BOARD LEADERSHIP ON A CASE-BY-CASE BASIS IS IN THE BEST INTERESTS OF GE AND ITS SHAREHOLDERS. Our Board believes that providing strong and independent oversight of Contents
As noted below, even if shareholders approve the Reverse Stock Split Amendment,company is central to its role and to good governance. By dictating a rigid policy on the structure of Board reservesleadership, regardless of the right notcircumstances or the individuals involved, this proposal could limit the Board’s ability to effectestablish the Reverse Stock Split Amendment if the Board does not deem it to beleadership structure that is in the best interests of the company orand its shareholders at a particular point in time. Because circumstances change over time, we believe it is important for our directors to maintain flexibility to select the time.
ANTICIPATED IMPACT ON DIVIDEND. most appropriate Board leadership structure. This is especially important as the company continues to execute on its plan to separate GE Aerospace and GE Vernova into independent companies, each of which will have its own board and board leadership structure. Additionally, according to the 2023 Spencer Stuart Board Index, only 39% of companies in the S&P 500 currently have an independent board chair. The Board does not currently anticipatewill continue to evaluate the suitability of its leadership structure and make changes when those will best serve the interests of GE and its shareholders.
THE BOARD HAS DETERMINED THAT ITS CURRENT LEADERSHIP STRUCTURE, WHICH INCLUDES A STRONG LEAD DIRECTOR, BEST SERVES GE AT THIS TIME. The Board believes that the Reverse Stock Split will result inits current leadership structure, which has a change to the total valuecombined role of Chairman and CEO, counterbalanced by a strong independent Board led by a lead director and independent directors chairing each of the quarterly dividend that shareholders receive. Although the Board reserves the right to change the company’s dividend policy in the future, we currently anticipate that the per share dividend paid will be proportionately adjusted to reflect the Reverse Stock Split.
EFFECTS OF THE REVERSE STOCK SPLIT. If the Reverse Stock Split Amendmentcommittees, is approved, there will be no impact on shareholders until the Board (or an authorized committee of the Board) determines to implement the Reverse Stock Split. The Reverse Stock Split, once implemented, would affect all the company’s shareholders uniformly and would not affect any shareholder’s percentage ownership interest or proportionate voting power, except for the cash out of fractional shares of Common Stock.
The principal effects of the Reverse Stock Split Amendment, which is set forth in Appendix A, would be that:
EFFECT ON EQUITY COMPENSATION ARRANGEMENTS
Additional effects of the Reverse Stock Split Amendment are discussed below.
FRACTIONAL SHARES. We do not plan to issue fractional shares in connection with the Reverse Stock Split. Shareholders who would otherwise hold fractional shares because the number of shares of Common Stock they hold before the Reverse Stock Split is not evenly divisible by the reverse split ratio will be entitled to receive cash (without interest, and subject to any required tax withholding applicable to a holder) in lieu of such fractional shares. The cash amount payable (without interest) would be equal to, as the Board (or a committee thereof) shall determine, either (i) such shareholder’s
proportionate interest in the proceeds, net of selling costs not paid and satisfied by the company, from the aggregation and sale of the fractional shares by the transfer agent of the company, or (ii) the closing price of our Common Stock as reported on the NYSE on the trading day immediately preceding the date that the Reverse Stock Split Amendment becomes effective, as adjusted by the Reverse Stock Split ratio, multiplied by the applicable fraction of a share. Shareholders will not be entitled to receive interest for the period of time between the Effective Time (as defined below) and the date payment is received.
In the event we elect to aggregate and sell fractional shares, the transfer agent will aggregate such fractional shares into whole shares and sell the whole shares in the open market at prevailing trading prices. The transfer agent will then distribute the cash proceeds of the sale pro rata to the shareholders otherwise entitled to receive a fractional share. The transfer agent will in its sole discretion, without any influence by the company, determine when, how, through which broker-dealers and at what price to sell the aggregated fractional shares.
CONTINUED SEC REPORTING REQUIREMENTS AND STOCK LISTING. After the Effective Time, the company would continue to be subject to periodic reporting and other requirements of the Exchange Act, and the Common Stock would continue to be listed on the NYSE under the symbol “GE.”
NEW CUSIP NUMBER. After the Effective Time (as defined below), the post-Reverse Stock Split shares of the company’s Common Stock would have a new CUSIP number, which is a number used to identify the company’s equity securities. Stock certificates issued before the Reverse Stock Split will reflect the older CUSIP number and should be returned to the company’s transfer agent by following the procedures described below under “Holders of Certificated Shares of Common Stock”.
HOLDERS OF CERTIFICATED SHARES OF COMMON STOCK. If any of a shareholder’s shares of Common Stock are held in certificate form, that shareholder will receive a transmittal letter from the company’s transfer agent as soon as practicable after the Effective Time of the Reverse Stock Split. The transmittal letter will be accompanied by instructions specifying how the shareholder may exchange their certificates representing the pre-Reverse Stock Split shares of Common Stock for a statement of holding. When that shareholder submits their certificates representing the pre-Reverse Stock Split shares of Common Stock, the post-Reverse Stock Split shares of Common Stock will be held electronically in book-entry form. This means that, instead of receiving a new stock certificate, that shareholder will receive a statement of holding that indicates the number of post-Reverse Stock Split shares of Common Stock held in book-entry form. The company will no longer issue physical stock certificates. If a shareholder is entitled to a payment in lieu of any fractional share interest, the payment will be made as described above under “Fractional Shares.” Beginning at the Effective Time, each certificate representing pre-Reverse Stock Split shares will be deemed to evidence ownership of post-Reverse Stock Split shares. Shareholders will need to exchange their old certificates in order to effect transfers of shares. If an old certificate bears a restrictive legend, the registered shares in book-entry form will bear the same restrictive legend. The company may seek a waiver from the SEC permitting us to automate the conversion of physical certificates to a statement of holding in book-entry form for shareholders with certificates representing shares below a specified amount. Such a waiver would alleviate the need for certain shareholders to submit their stock certificates with the transmittal letter. If such a waiver is granted, we will communicate that to shareholders.
Shareholders should not destroy any stock certificate(s) and should not submit any stock certificate(s) until requested to do so.
GE 2021 PROXY STATEMENT 61
EFFECT ON REGISTERED AND BENEFICIAL HOLDERS OF COMMON STOCK. After the Effective Time, shares of our Common Stock held by shareholders that hold their shares through a broker or other nominee will be treated in the same manner as shares held by registered shareholders that hold their shares in their names. Brokers and other nominees that hold shares of our Common Stock will be instructed to effect the Reverse Stock Split for the beneficial owners of such shares. However, those brokers or other nominees may implement different procedures than those to be followed by registered shareholders for processing the Reverse Stock Split, particularly with respect to the treatment of fractional shares. Shareholders whose shares of our Common Stock are held in the name of a broker or other nominee are encouraged to contact their broker or other nominee with any questions regarding the procedure of implementing the Reverse Stock Split with respect to their shares.
EFFECT ON REGISTERED “BOOK-ENTRY” HOLDERS OF OUR COMMON STOCK. Registered holders of shares of our Common Stock may hold some or all of their shares electronically in book-entry form under the direct registration system for the securities. Those shareholders will not have stock certificates evidencing their ownership of shares of our Common Stock, but generally have a statement reflecting the number of shares registered in their accounts.
Shareholders that hold registered shares of our Common Stock in book-entry form do not need to take any action to receive post-Reverse Stock Split shares. Any such shareholder that is entitled to post-Reverse Stock Split shares will automatically receive, at the shareholder’s address of record, a transaction statement indicating the number of post-Reverse Stock Split shares held following the implementation of the Reverse Stock Split.
NO IMPACT ON PREFERRED STOCK. The Reverse Stock Split does not change the number of authorized shares of our Preferred Stock, $1.00 par value.
PAR VALUE AND ACCOUNTING CONSEQUENCES. Pursuant to the Reverse Stock Split Amendment, the par value of our Common Stock will be reduced from $0.06 per share to $0.01 per share. As a result of the Reverse Stock Split, at the Effective Time, the stated capital on our balance sheet attributable to our Common Stock will be reduced to $0.01 per share, and the additional paid-in capital account will be credited with the amount by which the stated capital is reduced. Our shareholders’ equity, in the aggregate, will remain unchanged. Reported per share net earnings or loss and other per share of Common Stock amounts will increase because there will be fewer shares of Common Stock outstanding. In future financial statements, per share net earnings or loss and other per share of Common Stock amounts for periods ending before the Effective Time will be adjusted to give retroactive effect to the Reverse Stock Split. The purpose of the reduction in par value is to simplify our administrative procedures and to bring our par value in line with that of many other companies (including several other large industrial companies such as 3M, Danaher, ITW and Johnson Controls). The reduction in par value will have no impact on the market value of our stock or the rights of our shareholders.
HOW LONG THE AUTHORIZATION TO EFFECTUATE A REVERSE STOCK SPLIT WILL LAST. Upon receiving shareholder approval of the Reverse Stock Split Amendment, the Board (or an authorized committee of the Board) will have the authority, but not the obligation, at any time prior to the one-year anniversary of the 2021 Annual Meeting, to elect whether to effect the Reverse Stock Split Amendment.
The Board (or an authorized committee thereof) reserves the right to elect to abandon the Reverse Stock Split Amendment, even if shareholder approval has been obtained, if it determines in its discretion that the Reverse Stock Split is no longer in the best interestinterests of GE and its shareholders. At the time of GE’s most recent CEO transition in September 2018, the independent directors determined that appointing Mr. Culp, one of our existing directors, to serve as CEO and simultaneously appointing him as Chairman was in the best interests of the company and its shareholders. By votingAfter deliberation, which included whether to appoint an independent Board chairman in favor of the approval of the Reverse Stock Split Amendment, each shareholder is expressly also authorizing the Board (or an authorized committee of the Board) to determine not to proceed with and to abandon the Reverse Stock Split Amendment if it should so decide.
IMPLEMENTATION OF THE REVERSE STOCK SPLIT AMENDMENT.Assuming that shareholder approval of the Reverse Stock Split Amendment is obtained, the Board retains the discretion to effect the Reverse Stock Split at any other time prior to the one-year anniversary of the 2021 Annual Meeting or not at all. The Reverse Stock Split Amendment would be implemented by filingconnection with the New York State Department of State an amendmentCEO transition, the independent directors determined that Mr. Culp was the best candidate to our restated certificate of incorporation, as amended, setting forthdrive the Reverse Stock Split Amendment, which would be effective immediately or at such time asstrategy for the company may specifyas CEO and lead the Board’s agenda as Chairman. The independent directors concluded that combining these roles was important to provide clarity on decision-making and accountability, particularly at thea time of filing (the “Effective Time”). If a certificate of amendment effectingconsiderable change for the Reverse Stock Split Amendment has not been filed with the New York State Department of State prior to the one-year anniversary of the 2021 Annual Meeting, then the Reverse Stock Split Amendment will be automatically abandoned.
The Reverse Stock Split is not intended to be a first step in a series of steps leading to a “going private transaction” pursuant to Rule 13e-3 under the Exchange Act. Implementing the Reverse Stock Split would not reasonably likely result in, and would not have a purpose to, produce a “going private” effect.
NO APPRAISAL OR DISSENTERS’ RIGHTS. Under New York law, holders of our Common Stock will not be entitled to dissenter’s rights or appraisal rights with respect to the Reverse Stock Split Amendment.
INTERESTS OF DIRECTORS AND EXECUTIVE OFFICERS. Certain of our officers and directors have an interest in this proposal as a result of their ownership of shares of our Common Stock. However, we do not believe that our officers or directors have interests in this proposal that are different than or greater than those of any of our other shareholders.
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT.The following is a summary of material U.S. federal income tax consequences of the Reverse Stock Split to holders of our Common Stock. This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), U.S. Treasury regulations, administrative rulings and judicial decisions, all as in effect on the date hereof, and all of which are subject to change or differing interpretations, possibly with retroactive effect. Any such change or differing interpretation could affect the tax consequences described below.
We have not sought and will not seek an opinion of counsel or ruling from the Internal Revenue Service (the “IRS”) with respect to the statements made and the conclusions reached in the following summary, and there can be no assurance that the IRS or a court will agree with such statements and conclusions.
This summary is limited to holders of our Common Stock that are U.S. holders, as defined below,company, and that hold our Common Stock asappointing a capital asset (generally, property held for investment).
62 GE 2021 PROXY STATEMENT
This summary is for general information only and does not address all U.S. federal income tax considerations that may be applicable to a holder’s particular circumstances or to holders that may be subject to special tax rules, such as, for example, brokers and dealers in securities, currencies or commodities, banks and financial institutions, regulated investment companies, real estate investment trusts, expatriates, tax-exempt entities, governmental organizations, traders in securities that elect to use a mark-to-market method of accounting for their securities, certain former citizens or long-term residents of the United States, insurance companies, persons holding shares of our Common Stock as part of a hedging, integrated, or conversion transaction or a straddle or persons deemed to sell shares of our Common Stock under the constructive sale provisions of the Code, persons that hold more than 5% of our Common Stock, persons that hold our Common Stock in an individual retirement account, 401(k) plan or similar tax-favored account, or partnerships or other pass-through entities for U.S. federal income tax purposes and investors in such entities. This summary does not address any U.S. federal tax consequences other than U.S. federal income tax consequences (such as estate or gift tax consequences), the Medicare tax on net investment income, the alternative minimum tax or any U.S. state, local or foreign tax consequences.
For purposes of this summary, a “U.S. holder” means a beneficial owner of our Common Stock that is, for U.S. federal income tax purposes:
If an entity (or arrangement) classified as a partnership for U.S. federal income tax purposes holds shares of our Common Stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. If a holder of our Common Stock is a partner of a partnership holding shares of our Common Stock, such holder should consult his or her own tax advisor.
This summary of certain U.S. federal income tax consequences is for general information only and is not tax advice. Holders of our Common Stock are urged to consult their own tax advisor with respect to the application of United States federal income tax laws to their particular situation as well as any tax considerations arising under other United States federal tax laws (such as the estate or gift tax laws) or under the laws of any state, local, foreign or other taxing jurisdiction or under any applicable tax treaty.
The Reverse Stock Split is intended to be treated as a recapitalization for U.S. federal income tax purposes. Assuming the Reverse Stock Split qualifies as a recapitalization, exceptstrong lead director, as described below, with respectwould provide for continuing independent leadership and oversight of the Board. We believe that the company’s successful performance and execution of its strategic transformation has been, and will continue to cash received in lieube, assisted considerably by Mr. Culp’s fulfilling the roles of both CEO and Chairman and that this most recent leadership transition is a fractional share, a U.S. holder will not recognize any gain or loss for U.S. federal income tax purposes upongood example of the Reverse Stock Split. Incase-by-case Board evaluation that the aggregate, a U.S. holder’s tax basisproposal would restrict. We remain open to the possibility of appointing separate individuals to each of the roles in the Common Stock received pursuant to the Reverse Stock Split (excluding the portionfuture, in light of the tax basisneeds of the Board and the company at any given time. For instance, when the Board in 2020 agreed to extend the term of Mr. Culp’s employment as CEO, the Board provided for the possibility that is allocableMr. Culp could at some point transition from CEO to any fractional share)executive chairman and/or serve as a non-employee director or consultant depending on the circumstances. This reflects the Board’s openness to different leadership structures, and demonstrates that the Board will equalevaluate the U.S. holder’s tax basis in its Common Stock surrenderedbest leadership structure for GE in the Reverse Stock Splitfuture. For example, with the spin-off of GE HealthCare in exchange therefor,January 2023 and the holding periodplanned spin-off of GE Vernova in April 2024, the U.S. holder’s Common Stock received pursuantBoard determined the best leadership structure for each of those companies was to have a separate CEO and board chairman. As GE becomes GE Aerospace with the Reverse Stock Split will includeplanned spin-off of GE Vernova, the holding period of the Common Stock surrenderedBoard continues to believe that its current leadership structure is in the Reverse Stock Split in exchange therefor.
In general, a U.S. holder who receives a cash payment in lieubest interests of a fractional share will recognize capital gain or loss equal to the difference between the amount of cash received in lieu of the fractional shareGE and the portion of the U.S. holder’s tax basis of the Common Stock surrendered in the Reverse Stock Split that is allocable to the fractional share. Such gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period in its Common Stock surrendered in the Reverse Stock Split is more than one year as of the date of the Reverse Stock Split. The deductibility of net capital losses by individuals and corporations is subject to limitations.
U.S. holders that have acquired different blocks of our Common Stock at different times or at different prices are urged to consult their own tax advisors regarding the allocation of their aggregated adjusted basis among, and the holding period of, our Common Stock.
Information returns generally will be required to be filed with the IRS with respect to the payment of cash in lieu of a fractional share made pursuant to the Reverse Stock Split unless such U.S. holder is an exempt recipient and timely and properly establishes the exemption. In addition, payments of cash in lieu of a fractional share made pursuant to the Reverse Stock Split may, under certain circumstances, be subject to backup withholding, unless a U.S. holder timely provides proof of an applicable exemption or a correct taxpayer identification number, and otherwise complies with the applicable requirements of the backup withholding rules. Any amounts withheld under the backup withholding rules are not additional tax and may be refunded or credited against the U.S. holder’s U.S. federal income tax liability, provided that the U.S. holder timely furnishes the required information to the IRS. U.S. holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.
GE 2021 PROXY STATEMENT 63
SHAREHOLDER PROPOSALS
What are you voting on?The following shareholder proposals will be voted on at the annual meeting only if properly presented by or on behalf of the shareholder proponent. In accordance with the applicable proxy regulations, the text of the shareholder proposals and supporting statements and any graphics, for which we accept no responsibility, are set forth below.
How to find more information about the proponentsTo obtain the addresses of any of the shareholder proponents, or their GE stock holdings, email shareowner.proposals@ge.com or write to Corporate Secretary, GE, at the address listed on the inside front cover of this proxy statement, and you will receive this information promptly.
OUR LEAD DIRECTOR WORKS WITH THE OTHER INDEPENDENT DIRECTORS TO PROVIDE MEANINGFUL INDEPENDENT OVERSIGHT OF MANAGEMENT. Our Board recognizes the importance of independent board oversight of management and believes that we provide following each proposal
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For the foregoing reasons, the Board recommends a vote AGAINST this proposal. GE 2024 PROXY STATEMENT61 PROPOSAL NO. 5 Shareholder Proposal Requesting Report Analyzing Risks Arising from Voluntary Carbon-Reduction CommitmentsThe National Center for Public Policy Research has notified us that it intends to submit the following proposal at this year’s meeting: Reduce Company Greenwashing Risk WHEREAS: Shareholders must protect our assets against potentially unfulfillable Company ESG promises, including the extent to which the Company can reduce Scope 1, 2, and 3 greenhouse gas (GHG) emissions. The Securities and Exchange Commission (SEC) has taken enforcement actions related to Environmental, Social, Governance (ESG) issues or statements by companies who misrepresent or engage in fraud related to ESG efforts.1 In 2021, the SEC created the Climate and ESG Task Force in its Division of Enforcement.2 The focus of the Task Force is “to identify any material gaps or misstatements” in disclosure of climate risks and analyze “compliance issues relating to investment advisers’ and funds’ ESG strategies.”3 The Task Force has taken numerous enforcement actions including charging Goldman Sachs for policies and procedures failures related to ESG investments, resulting in a $4 million penalty,4 and charging DWS Investment Management Americas Inc. in part for misstatements regarding its ESG investment process that resulted in an overall $25 million in penalties.5 The SEC has proposed to require companies to disclose information about their Scope 1 and 2 emissions, and to require them to disclose Scope 3 emissions “if material or if the registrant has set a GHG emissions target or goal that includes Scope 3 emissions.”6 The Environmental Protection Agency defines Scope 3 emissions as, “the result of activities from assets not owned or controlled by the reporting organization, but that the organization indirectly affects in its value chain.”7 Put differently, “Scope 3 emissions for one organization are the scope 1 and 2 emissions of another organization.”8 This means that Scope 3 emissions are already counted as another entity’s emissions, and are external to the reporting company, such as product use and how employees commute.9 Voluntary carbon-reduction commitments create risk of SEC enforcement without providing clear benefit to the climate or other values. In August 2023, the Global Climate Intelligence Group asserted, “There is no climate emergency.”10 The declaration includes 1,609 signatories and “oppose[s] the harmful and unrealistic net-zero CO2 policy proposed for 2050.”11 A June 2023 study by the Energy Policy Research Foundation found that net zero advocates have misconstrued the International Energy Agency’s position on new oil and gas investment and that it has made questionable assumptions and milestones for NZE about government policies, energy and carbon prices, behavioral changes, economic growth, and technology maturity.12 SUPPORTING STATEMENT: General Electric has voluntarily committed to being a net-zero company by 2050, even when it comes to the Scope 3 emissions “for its sold products….”13 The Company has done so even though it has failed to report on its evaluation of the technological or financial feasibility of such commitments. Given the SEC’s climate and ESG enforcement actions, the Company must exercise caution and provide transparency about such commitments. RESOLVED: Shareholders request the Company produce a report analyzing the risks arising from voluntary carbon-reduction commitments.
https://www.ge.com/sites/default/files/ge2022_sustainability_report.pdf#page=25 62GE 2024 PROXY STATEMENT
Because these dynamics are so central to our business strategies and to addressing the needs of our customers, GE’s role in helping to reduce greenhouse gas emissions from power generation and commercial aviation has been a key area of focus at the company’s most senior management levels and with the GE Board of Directors. That focus extends to decisions about our asset and business portfolios and the types of opportunities that we pursue, as well as the technology and innovation that we provide today and invest in for the future. For example, in recent years GE has chosen to exit its new coal business while innovating renewable energy and other emissions reduction technology, providing highly efficient gas turbines that can be a force multiplier for reducing power sector emissions and investing in breakthrough technologies such as small modular nuclear reactors and technologies to reduce gas turbine emissions, including hydrogen as a fuel and carbon capture and sequestration. This focus also extends to decisions about the company’s greenhouse gas emission reduction strategies. Senior management and the GE Board of Directors invested substantial time assessing and articulating GE’s own ambitions to reduce greenhouse gas emissions across our operations and from customers’ use of our products, including considering the risks associated with establishing emission reduction ambitions or targets. We have articulated a goal of carbon neutrality by 2030 for our operations (Scope 1 and 2 emissions) and an ambition to be a net zero company by 2050, including the Scope 3 emissions from the use of sold products. These long-range ambitions have been the product of significant analysis and deliberative processes, as we have described more fully in GE’s annual Sustainability Report. With the planned separation of GE Aerospace and GE Vernova into independent companies, we anticipate both companies will continue to evaluate the credibility of the greenhouse gas emissions reductions goals they articulate in light of the state of relevant technology, infrastructure, costs and other factors, and that they will continue to refine interim targets and their reporting on progress over time in their sustainability reporting. Contrary to this shareholder proposal’s premise, we believe that establishing long-range greenhouse gas reductions ambitions is appropriate for the company and well-aligned with the expectations of the majority of our customers, shareholders and other stakeholders, and that the report requested by the proposal is therefore unnecessary. For the foregoing reasons, the Board recommends a vote AGAINST this proposal. GE 2024 PROXY STATEMENT
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PROPOSALS FOR INCLUSION IN PROXY | DIRECTOR NOMINEES FOR INCLUSION IN 2025 PROXY (PROXY ACCESS) | OTHER PROPOSALS/NOMINEES TO BE PRESENTED AT | |||||||||
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 | Shareholders may present proposals or director nominations directly at the | ||||||||
When proposal must be received by GE | No later than close of business | No earlier than October | |||||||||
Where to send | By mail: Corporate Secretary, at 1 Neumann Way, Evendale, OH 45215 By email: | ||||||||||
What to include | The information required by SEC Rule 14a-8 | The information required by our by-laws** |
* |
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With respect to proposals not submitted pursuant to SEC Rule 14a-8 and nominees presented directly at the | |
In addition to satisfying the deadlines and other requirements under Article VII, Section D of our by-laws, 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 10, 2025. | |
** | Our by-laws are available on GE’s website (see Helpful Resources on page 69). |
64GE 2024 PROXY STATEMENT
68 GE 2021 PROXY STATEMENT
Voting and Meeting Information
Proxy Solicitation & Document Request Information
How We Will Solicit ProxiesProxies will be solicited on behalf of the Board 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 We Use the Internet to Distribute Proxy MaterialsSince 2014, we have distributed proxy materials to some of our shareholders over the Internet by sending them a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”) that explains how to access our proxy materials and vote online.
HOW TO OBTAIN A PRINTED COPY OF OUR PROXY MATERIALS. If you received a Notice of Internet Availability and would like us to send you a printed copy of our proxy materials, please follow the instructions on the notice.
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, your broker, bank or other institution is permitted to deliver a single copy of this proxy statement and our annual report for all shareholders at your address (unless one of them has already asked 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 sendmaterial@ proxyvote.com with the control number from your Notice of Internet Availability 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.
Who Is Entitled to VoteShareholders of record at the close of business on March 8, 2021 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), and there were 8,784,651,293 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 ACCESS THE PROXY MATERIALS ELECTRONICALLY OR SIGN UP FOR ELECTRONIC DELIVERY ... AND DONATE TO AMERICAN FORESTS
Important Notice Regarding the Availability of GE’s Proxy Materials for the 2021 Annual Meeting:This proxy statement and our annual report may be viewed online at GE’s annual report website (see “Helpful Resources” on page 73). 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.
If you hold your GE shares directly with the company and you would like to receive future proxy materials electronically, please visit our annual report website or the Shareholder Services page of our Investor Relations website (see “Helpful Resources” on page 73) 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.
If you hold your GE shares 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.
HOW RECORD SHAREHOLDERS AND RSP PARTICIPANTS CAN REQUEST COPIES OF OUR ANNUAL REPORTIf you hold your shares directly with us and previously elected not to receive an annual report for a specific account, you may request a copy by:
In addition, participants in the RSP may request copies of our annual report by calling the RSP Service Center at 877.554.3777.
GE 2021 PROXY STATEMENT 69
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 live webcast of the annual meeting.
How You Can Vote During the MeetingShareholders of record may vote during the virtual meeting by logging into the meeting website and following the instructions provided on the website. Shareholders who hold shares through a brokerage firm, bank, trust or other similar organization (in street name) should refer to the voting instructions provided with these proxy materials.
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 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.
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 Recommendations
The 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 RECOMMENDATION | TREATMENT OF ABSTENTIONS & BROKER | |||||
Election of Directors | FOR | ||||||
Majority of Votes Cast | Not counted as votes cast and therefore no effect, if any | ||||||
FOR | |||||||
FOR | |||||||
AGAINST | |||||||
5 |
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” Resourceson page 73)69). All other matters are approved if supported by a majority of votes cast.
How Proxies Will Be Voted
HOW DO I ATTEND THE BOARD. VIRTUAL ANNUAL MEETING?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 To participate in accordance with the Board’s recommendations.
WHAT HAPPENS IF OTHER MATTERS ARE PROPERLY PRESENTED AT THE MEETING. If any matter not described in this proxy statement is properly presented for a vote at the meeting, the persons namedyou 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 will vote in accordance with their judgment.
WHAT HAPPENS IF A 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 firm, bank, trust or other similar organization, 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 directly to the company. Unless you provide specific voting instructions, your broker is not permitted to vote your sharesmaterials, on your behalf, except on the proposal to ratify Deloitte. For your vote on any other matters to
be counted, you will need to communicate your voting decisions to your broker, bankproxy card 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 during the meeting, you must obtain a proxy from your financial institution.
Important Voting Information for GE 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 5, 2021 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 April 30, 2021 and it does not specify a choice, the trustee will vote the shares as the Board recommends. Ifaccompanied your proxy form is not received by April 30, 2021 and you did not submit a vote via telephonematerials. If the Notice 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 revoke or by delivering a subsequent proxy by April 30, 2021. 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 73) 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 73).
70 GE 2021 PROXY STATEMENT
VIRTUAL MEETING FORMAT. The Governor of the State of New York has issued several temporary executive orders permitting New York corporations to hold virtual only shareholder meetings in light of the COVID-19 pandemic. In addition, the New York State Legislature has approved amendments to New York law, which, if signed by the Governor, would permit New York corporations to hold virtual-only shareholder meetings this year. If permitted by New York law or executive order as of the date of the Annual Meeting, we intend to hold the Annual Meeting solely by means of remote communications with no in-person location.
In the event a solely virtual meeting is not permitted as of such date, we may provide a venue for an in-person annual meeting, in addition to virtual participation. In that case, we would notify our shareholders in advance on our website and by issuing a press release and filing it as additional proxy materials with the SEC. Attendance at an in-person meeting would include additional safety precautions in light of the COVID-19 pandemic.
We have designed the format of the 2021 Annual Meeting so that shareholders have the same rights and opportunities as they would have at a physical meeting. Shareholders will be able to submit questions during the meeting using online tools, providing our shareholders with the opportunity for meaningful engagement with the company.
Shareholders of record as of the close of business on March 8, 2021, the record date, are entitled to participate in and vote at the 2021 Annual Meeting. To participate in the Annual Meeting, including to vote, ask questions, and view the list of registered shareholders as of the record date during the meeting, shareholders of record should go to the meeting website at www.virtualshareholdermeeting.com/GE2021, enter the 16-digit control number found on your proxy card or Notice of Internet Availability, and follow the instructions on the website. If your shares are held in street name and your voting instruction form or Notice of Internet
Availability indicatesthat you received does not indicate that you may vote thoseyour shares through the http://www.proxyvote.com website, then you may access, participate in, and vote at the annual meeting with the 16-digit access code indicated on that voting instruction form or Notice of Internet Availability. Otherwise, shareholders who hold their shares in street name should contact theiryour bank, broker or other holder of recordnominee (preferably at least 5 days before the Annual Meeting) and obtain a “legal proxy” in order to be able(which will contain a 16-digit control number that will allow you to attend, participate in or vote at the annual meeting.
Additional information regarding the rules and procedures for participating inmeeting). You may access the Annual Meeting by visiting www.virtualshareholdermeeting.com/GE2024. 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 set forth in our meeting rules of conduct, which shareholders can view duringposted on the meeting orvirtual Annual Meeting log-in page. Technical support will be available starting 15 minutes prior to the meeting at www.proxyvote.com and at www.ge.com/proxy.
As with our past in-person annual meetings, we are making themeeting. The virtual meeting available to the public to listen live. Anyone wishing to do so may go to www.virtualshareholdermeeting.com/GE2021 and enter as a guest.
You may log into the 2021 Annual Meeting beginning at 9:45 a.m. Eastern Time on May 4, 2021 andformat for the Annual Meeting will begin promptlyis designed to enable full and equal participation by all of our shareholders from any place in the world at 10:00 a.m. Eastern Time.little to no cost.
SUBMITTING QUESTIONS DURINGCAN I ASK A QUESTION AT THE MEETING. 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. MEETING? 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.
HOW DO THE SPIN-OFFS AFFECT THE 2024 ANNUAL SHAREHOLDERS MEETING? We plan to spinoff GE 2021 PROXY STATEMENT 71
Reverse Stock Split Form of Charter Amendment
The subject of this amendment by General Electric Company is to effect a combination of its Common Stock, $0.06 par value (the “Common Stock”) which is to be effected by means of a one-share-for-eight-shares combination of its Common Stock issued and outstanding or held in treasury, by reducing in the same proportion its authorized Common Stock from 13,200,000,000 authorized shares of Common Stock to 1,650,000,000 authorized shares of Common Stock, and by reducing the par value from $0.06 to $0.01. There is no impactVernova on the number of the 50,000,000 authorized shares of preferred stock of the par value of $1.00 each.
In order to give effect to the foregoing combination of the Common Stock, as of the time that this Certificate of Amendment to the Certificate of Incorporation becomes effective pursuant to the New York Business Corporation Law, clause A. of Section 3 of the Certificate of Incorporation is hereby replaced in its entirety with the following:
“The aggregate number of shares which the corporation is authorized to issue is 1,700,000,000 shares, consisting of:
Every eight shares of Common Stock issued and outstanding or held by the Corporation in treasury immediatelyApril 2, 2024, prior to the time2024 Annual Meeting. Following the spinoff, GE will be known as GE Aerospace. As a result, the Annual Meeting on May 7, 2024, and all management and shareholder proposals described in this proxy statement, including the election of directors, will be for GE Aerospace.
WHO IS ENTITLED TO VOTE?
Shareholders of record at the close of business on March 11, 2024, are eligible to vote at the meeting. Our voting securities consist of our $0.01 par value common stock (holders of our preferred stock are not entitled to vote at the annual meeting), and there were 1,093,267,127 shares outstanding on the record date.
WHAT SHARES ARE INCLUDED ON THE PROXY FORM?
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.
Please vote proxies for all accounts to ensure that this Certificateall of Amendmentyour shares are voted. If you wish to consolidate multiple registered accounts, contact EQ Shareowner Services at 1-800-786-2543 or at www.shareowneronline.com.
GE 2024 PROXY STATEMENT65
HOW DO I VOTE MY SHARES IF I AM A RECORD HOLDER?
If your name is registered on GE’s shareholder records as the owner of shares, you are the Certificate“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 Monday, May 6, 2024. 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 1-800-690-6903. The telephone voting system is available 24 hours a day in the United States until 11:59 p.m. Eastern Time on Monday, May 6, 2024. 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 Monday, May 6, 2024. |
• | 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/GE2024 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. |
HOW DO I VOTE MY SHARES IF MY SHARES ARE HELD BY A BROKER, BANK OR OTHER NOMINEE?
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. If you do not provide the broker or nominee that holds your shares with voting instructions, the broker or nominee will determine if it has the discretionary authority to vote on your behalf.
The determination of Incorporation becomes effective pursuantwhether a proposal is “routine” or “non-routine” will be made by the NYSE or by Broadridge Financial Solutions, our independent agent to receive and tabulate shareholder votes, based on NYSE rules that regulate member brokerage firms. If a proposal is deemed “routine” and you do not give instructions to your broker or nominee, they may, but are not required to, vote your shares with respect to the New York Business Corporation Law shall be, effective as ofproposal. If the effectiveness of this Certificate of Amendment, automaticallyproposal is deemed “non-routine” and without any action on the part of the Corporationyou do not give instructions to your broker or the respective holders thereof, combined and changed into one issued, fully paid and nonassessable share of Common Stock, subjectnominee, they may not vote your shares with respect to the treatment of fractional share interests described below. No fractionalproposal and the shares will be issuedtreated as broker non-votes.
Therefore, if you do not provide voting instructions to your broker or nominee, your broker or nominee may only vote your shares on routine matters properly presented for a vote at the Annual Meeting. To ensure that your shares are counted in connectionthe 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.
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 combination16-digit control number available when you access the virtual Annual Meeting.
HOW DO I VOTE FOR SHARES HELD IN THE GE RETIREMENT SAVINGS PLAN?
If you are a RSP participant, the trustee of the RSP trust will vote the shares allocable to your RSP account as of March 11, 2024 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 2, 2024 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 2, 2024 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 revoke or by delivering a subsequent proxy by May 2, 2024. 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 RSP Service Center at 1-877-554-3777.
HOW WILL PROXIES BE VOTED?
• | Proxies will be voted as you specify for or, if you don’t specify, as recommended by the Board. 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. |
• | What happens if other matters are properly presented at the Annual Meeting. If any matter not described in this proxy statement is properly presented for a vote at the Annual Meeting, the persons named on the proxy will vote in accordance with their judgment. |
• | What happens if a 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. |
CAN I CHANGE MY VOTE?
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.
HOW ARE VOTES COUNTED?
Each share counts as one vote.
66GE 2024 PROXY STATEMENT
WHAT IS NOTICE AND ACCESS?
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.
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 ARE BROKER NON-VOTES?
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.
IS MY VOTE CONFIDENTIAL?
Individual votes of Common Stock. In lieushareholders 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.
WHO IS SOLICITING MY PROXY AND WHO PAYS THE EXPENSE OF SUCH SOLICITATIONS?
Your proxy is being solicited on behalf of the Board.
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.
WHAT IS “HOUSEHOLDING”?
Shareholders sharing a single address may receive only one copy of the proxy statement and annual report or the Notice, unless the transfer agent, broker, bank or other nominee has received contrary instructions from any fractional share which aowner at that address. This practice, known as householding, is designed to reduce printing and mailing costs.
• | 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 1-800-579-1639. 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. |
shareholder would otherwise be entitledHOW YOU CAN OBTAIN MORE INFORMATION?
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 69) 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 69).
HOW YOU CAN ACCESS THE PROXY MATERIALS ELECTRONICALLY OR SIGN UP FOR ELECTRONIC DELIVERY ... AND DONATE TO AMERICAN FORESTS Important Notice Regarding the Availability of GE’s Proxy Materials for the 2024 Annual Meeting: This proxy statement and our annual report may be viewed online at GE’s Annual Meeting website (see Helpful Resources on page 69). 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. If you hold your GE shares directly with the company and you would like to receive future proxy materials electronically, please visit our Shareholder Services page of our Investor Relations website (see Helpful Resources on page 69) 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. If you hold your GE shares 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. HOW RECORD SHAREHOLDERS AND RSP PARTICIPANTS CAN REQUEST COPIES OF OUR ANNUAL REPORT If you hold your shares directly with us and previously elected not to receive an annual report for a specific account, you may request a copy by: | ||
• | Calling 1-800-579-1639 | |
• | Going online to www.proxyvote.com | |
• | Emailing sendmaterial@proxyvote.com with the control number from your Notice in the subject line | |
In addition, participants in the RSP may request copies of our annual report by calling the RSP Service Center at 1-877-554-3777. | ||
GE 2024 PROXY STATEMENT67
As noted throughout, in this proxy statement we reference certain non-GAAP financial measures. Information on why GE uses these non-GAAP financial measures and how these measures are calculated is presented either in the Management’s Discussion and Analysis within our Form 10-K for 2023 on the pages of the 10-K indicated after each measure (see Helpful Resources on page 69), or as noted below.
• | Organic revenue growth (page 23) |
• | Organic profit (page 23) |
• | Organic margin expansion (page 23) |
• | Adjusted profit (pages 23 and 24) |
• | Free cash flow (for GE and each segment) (page 17) |
• | Adjusted earnings per share (page 25) |
For adjusted earnings per share and free cash flow for 2021, which are included in this proxy statement as financial metrics for the 2021 PSU awards, the calculations of these amounts were based on past financial reporting before GE transitioned from three-column to one-column financial statement presentation after we stopped reporting our financial services business (GE Capital) as a separate reporting segment in 2022. Adjusted earnings per share and free cash flow for 2021, on a three-column basis, are calculated from the company’s unaudited financial statements and reflect further adjustments for other items that are considered not representative of underlying trends of GE’s business.
For free cash flow for 2020, which is included in this proxy statement as a company-selected performance measure for Pay versus Performance, this amount is presented on a one-column reporting basis and is calculated from the company’s audited financial statements included in the Annual Report on Form 10-K for the year ended December 31, 2021 and reflects further adjustments for other items that are considered not representative of underlying trends of GE’s business.
On January 4, 2023, we completed the spin-off GE HealthCare, and as a result we recast our audited financial statements for 2021 and 2022 to reflect the reclassification of GE HealthCare into discontinued operations and the combinationadoption of shares of Common Stock, such shareholder will be entitled to receivecertain accounting standards updates. Free cash flow for 2021 and 2022, included as a cash amount (without interest) equal to, ascompany-selected performance measure for Pay versus Performance, is presented pre-separation and includes GE HealthCare in continuing operations, and is calculated from the Corporation shall determine, either (i) each such shareholder’s proportionate interestcompany’s financial statements included in the proceeds, netAnnual Report on form 10-K for the year-ended December 31, 2022 and reflects further adjustments for other items that are considered not represented of selling costs not paid and satisfied by the Corporation, from the aggregation and saleunderlying trends of the fractional shares by the transfer agent of the Corporation or (ii) the closing price of our Common Stock as reported on the New York Stock Exchange on the trading day immediately preceding the date that this Certificate of Amendment of the Certificate of Incorporation becomes effective, as adjusted by the ratio of one share of Common Stock for every eight shares of Common Stock, multiplied by the applicable fraction of a share.GE’s businesses.
Immediately prior to the effectiveness of this Certificate of Amendment, the Corporation had issued [ ] shares of Common Stock, $0.06 par value, including [ ] treasury shares. Immediately prior to effectiveness of this Certificate of Amendment, the number of unissued shares of Common Stock, $0.06 par value, was [ ].
At the effectiveness of this Certificate of Amendment, and disregarding the elimination of fractional shares, there will be [ ] issued shares of Common Stock, $0.01 par value, including [ ] treasury shares. At the effectiveness of this Certificate of Amendment, subject to the elimination of fractional shares, there will be [ ] unissued shares of Common Stock, $0.01 par value.
As a result of the combination of shares of Common Stock, the stated capital of the Corporation will be reduced in proportion to the ratio of one share of Common Stock for every eight shares of Common Stock, and the Corporation’s additional paid-in capital will be credited with the amount by which stated capital is reduced. The stated capital of the Corporation pursuant to the New York Business Corporation Law immediately prior to the effectiveness of this Certificate of Amendment is $[ ] and the stated capital of the Corporation pursuant to the New York Business Corporation Law at the effectiveness of this Certificate of Amendment will be $[ ].
72 68GE 20212024 PROXY STATEMENT
ANNUAL MEETING | ||
Annual Meeting website | www.ge.com/ | |
Online voting for registered holders | www.proxyvote.com | |
Online voting for beneficial owners | www.proxyvote.com | |
Questions regarding admission | www.ge.com/ | |
Webcast | www.virtualshareholdermeeting.com/ | |
SEC website on proxy matters | www.sec.gov/spotlight/ | |
Electronic delivery of future proxy materials | www.ge.com/investor-relations/shareholder-services | |
Information for | www.oneHR.ge.com | |
BOARD OF DIRECTORS | ||
GE Board and Governance Documents | www.ge.com/investor-relations/governance | |
FINANCIAL REPORTING | ||
Annual report | www.ge.com/investor-relations/annual-report | |
Forward-looking statements | www.ge.com/investor-relations/ important-forward-looking-statement-information | |
GE | ||
Corporate website | www.ge.com | |
Leadership | www.ge.com/about-us/leadership/executives | |
Investor Relations | www.ge.com/investor-relations | |
Ombudsperson process | www.ge.com/sites/default/files/ S&L_Booklet_English_0.pdf | |
ESG/Sustainability Information | www.ge.com/sustainability | |
Diversity Information | www.ge.com/about-us/diversity | |
|
|
DSUs | Deferred Stock Units | |
Environmental, Social, Governance | ||
GAAP | Generally Accepted Accounting Principles | |
NYSE | New York Stock Exchange | |
PCAOB | Public Company Accounting Oversight Board | |
PSUs | Performance | |
RSUs | Restricted Stock Units | |
S&P | Standard & Poor’s | |
SEC | Securities and Exchange Commission | |
TSR | Total Shareholder Return | |
FRONT COVER Select historical images of the GE Monogram |
WHERE YOU CAN FIND MORE INFORMATION | ||
2023 Annual Report https://www.ge.com/investor-relations/annual-report | ||
2023 Sustainability Report To be published later this year | ||
2024 Proxy Statement https://www.ge.com/proxy | ||
Web links throughout 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 logo are trademarks and service marks of General Electric Company. Other marks used throughout are trademarks and service marks of their respective owners. | ||
Caution Concerning Forward-Looking Statements | ||
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 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. | ||
Web links throughout 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 logo are trademarks and service marks of General Electric Company. Other marks used throughout are trademarks and service marks of their respective owners.
WHERE CAN YOU FIND MORE INFORMATION
2020 Annual Report https://www.ge.com/investor-relations/annual-report
2020 Diversity Annual Report https://www.ge.com/about-us/diversity
2021 Proxy Statement https://www.ge.com/proxy
2021 Sustainability Report
To be published later this year 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.
GE 20212024 PROXY STATEMENT7369
General Electric Company5 Necco StreetBoston,ONE FINANCIAL CENTER, SUITE 3700
BOSTON, MA 02210www.ge.com
PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION
GE SHAREOWNER SERVICES1 RIVER RD, BLDG 5-3WSCHENECTADY, NY 1234502111
SCAN TO |
VOTE BY INTERNET
Before The Meeting- Go to www.proxyvote.com or scan the QR Barcode above
Use the Internetinternet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 p.m. Eastern Time on May 3, 20216, 2024 for shares held directly and by 11:59 p.m. Eastern Time on April 30, 2021May 2, 2024 for shares held in athe GE Retirement Savings 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/GE2021GE2024
You may attend the meeting via the Internetinternet 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
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 p.m. Eastern Time on May 3, 20216, 2024 for shares held directly and by 11:59 p.m. Eastern Time on April 30, 2021May 2, 2024 for shares held in a Plan.the RSP. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and 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: | ||
KEEP THIS PORTION FOR YOUR RECORDS | ||
DETACH AND RETURN THIS PORTION ONLY |
GENERAL ELECTRIC COMPANY | ||
GENERAL ELECTRIC COMPANY
The Board of Directors recommends you vote FOR each of the following director nominees (1a through | |
1. | Election of Directors | ||||||||||
Nominees: | For | Against | Abstain | ||||||||
1a. | Stephen Angel | ☐ | ☐ | ☐ | |||||||
1b. | Sébastien Bazin | ☐ | ☐ | ☐ | |||||||
1c. | Margaret Billson | ||||||||||
☐ | |||||||||||
☐ | |||||||||||
☐ | |||||||||||
1d. | |||||||||||
H. Lawrence Culp, Jr. | ☐ | ☐ | ☐ | ||||||||
1e. | Thomas Enders | ☐ | ☐ | ☐ | |||||||
1f. | Edward Garden | ☐ | ☐ | ☐ | |||||||
1g. | Isabella Goren | ☐ | ☐ | ☐ | |||||||
1h. | Thomas Horton | ☐ | ☐ | ☐ | |||||||
1i. | Catherine Lesjak | ☐ | ☐ | ☐ | |||||||
1j. | Darren McDew | ☐ | |||||||||
☐ | |||||||||||
☐ |
Management Proposals | ||||||||
The Board of Directors recommends you vote FOR proposals 2 | For | Against | Abstain | |||||
2. | Advisory Approval of Our Named Executives' Compensation | ☐ | ☐ | ☐ | ||||
3. | Ratification of Deloitte as Independent Auditor for | ☐ | ☐ | ☐ | ||||
Shareholder Proposals | ||||||||
The Board of Directors recommends you vote AGAINST proposals | For | Against | Abstain | |||||
☐ | ☐ | ☐ | ||||||
☐ | ||||||||
☐ | ☐ |
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.
Signature [PLEASE SIGN WITHIN BOX] | Date |
Signature (Joint Owners) | Date |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
GENERAL ELECTRIC COMPANY
Annual Meeting of Shareholders
May 4, 20217, 2024 10:00 AM
a.m. Eastern Time
This proxy is solicited by the Board of Directors
The shareholder(s) whose signature(s) appear(s) on the reverse side hereby appoint(s) H. Lawrence Culp, Jr. and Michael Holston,Jake Phillips, 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 20212024 Annual Meeting of Shareholders and any adjournments or postponements thereof. If this proxy is properly executed, the proxiesproxy 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. TheIf this proxy is properly executed, the proxies will vote as the Board of Directors recommends where a choice is not specified. In the event that any of the nominees named on the reverse side of this form are unavailable for election or unable to serve, the shares represented by the proxy (and shares allocable to a participant's RSP account) may be voted for a substitute nominee selected by the Board of Directors.
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 participant's RSP account as of March 5, 202111, 2024 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.reverse side of this form. IF THIS FORM IS RECEIVED OR A VOTE IS SUBMITTED VIA THE INTERNET ON OR BEFORE APRIL 30, 2021,MAY 2, 2024, BUT A CHOICE IS NOT SPECIFIED, THE TRUSTEE WILL VOTE SHARES ALLOCABLE TO THE PARTICIPANT'S RSP ACCOUNT AS THE BOARD OF DIRECTORS RECOMMENDS. IF THIS FORM IS NOT RECEIVED ON OR BEFORE APRIL 30, 2021,MAY 2, 2024, AND NO VOTE WAS SUBMITTED VIA TELEPHONE OR THE INTERNET BY THAT DATE, SHARES ALLOCABLE TO THE PARTICIPANT'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 April 30, 2021.
Continued and to be signed on reverse side