UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
☑ | Filed by the Registrant | ☐ | Filed by a |
CHECK THE APPROPRIATE BOX: | ||
Preliminary Proxy Statement | ||
☐ | Confidential, | |
Definitive Proxy Statement | ||
☐ | Definitive Additional Materials | |
☐ | Soliciting Material |
General Electric Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)
PAYMENT OF FILING FEE (CHECK | |||
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☐ | Fee paid previously with preliminary materials | ||
☐ | Fee computed on table | ||
2023
NOTICE OF
ANNUAL MEETING
AND PROXY
STATEMENT
Fellow Shareholders,
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2 | GE: A New Era Begins | |
4 | Notice of 2023 Annual Meeting | |
5 | Shareholder Engagement in 2022 | |
6 | Governance | |
MANAGEMENT PROPOSAL NO. 1 Election of Directors | ||
7 | Board Nominees | |
7 | Qualifications and | |
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8 | Nominee Biographies | |
12 | Board Composition | |
14 | Board Leadership Structure | |
15 | Board Governance Practices | |
16 | Board Operations | |
17 | Board Committees | |
18 | Key Areas of Board Oversight | |
20 | Other Governance Policies & Practices | |
23 | Director Compensation | |
25 | Stock Ownership Information | |
26 | Compensation | |
26 | Letter from the Management Development & Compensation
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MANAGEMENT PROPOSAL NO. 2 Advisory Approval of Our Named Executives’ Compensation | ||
27 | Shareholder Engagement on Executive Compensation | |
28 | Compensation Discussion & Analysis | |
29 | Overview of Our Executive Compensation Program | |
30 | Key Elements of Compensation for Our Named Executives | |
39 | Compensation Actions for 2022 | |
42 | Summary Compensation | |
44 | Incentive Compensation | |
47 | Deferred Compensation | |
49 | Pension Benefits | |
51 | Potential Termination Payments | |
56 | Other Executive Compensation Policies & Practices | |
57 | Management Development & Compensation Committee Report | |
58 | CEO Pay Ratio | |
58 | Pay Versus Performance |
On behalf of our Board of Directors, we are making these materials available to you (beginning on or about March 22, 2023) in connection with GE’s solicitation of proxies for our 2023 Annual Meeting.
General Electric Company Executive Offices
5 Necco Street,
Boston, MA 02210
Index of Frequently Requested Information | |
63 | Audit Fees |
14 | Board Leadership Structure |
15 | Board Self-Evaluation |
58 | CEO Pay Ratio |
56 | Clawback Policy |
20 | Director Attendance |
21 | Director Independence |
7 | Director Qualifications |
7 | Director Tenure and Term Limits |
8 | Nominee Biographies |
20 | Overboarding Policy |
30 | Peer Group |
56 | Policies on Compensation Consultant |
22 | Related Person Transactions |
18 | Risk Oversight |
5 | Shareholder Engagement |
25 | Stock Ownership for |
57 | Stock Ownership Requirements |
18 | Sustainability Oversight |
Also see Acronyms Used on page 77 for a guide to |
GE 2021 PROXY STATEMENT 1
Letter from the Lead Director
The past year has been one of historic transformation for GE as it has been executing its strategic plan to form three industry-leading, global public companies: GE HealthCare, GE Vernova and GE Aerospace. We reached a major milestone in January 2023, with the successful spin-off of GE HealthCare as the first of the three planned independent companies. Today the GE team remains focused on continuing to strengthen and improve the operations of our remaining businesses, as we simultaneously work to be ready for the remaining planned spin-off of GE Vernova, our portfolio of energy businesses. With the success of the GE HealthCare separation as early evidence, the Board continues to believe executing on this plan will best position GE’s Purpose, Strategybusinesses to deliver long-term growth and Progresscreate value for all our stakeholders. In this letter, as I have for the past several years, I would like to offer some additional perspective about the Board’s efforts on your behalf.
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Evolving the Board of Directors As lead director and a member of our Governance & Public Affairs Committee, I have had the opportunity to focus on our recruitment of directors who will bring deep domain expertise and dedicated oversight for each of the three independent companies. This has also entailed careful planning for the evolution of the | |
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2 GE 2021Board: we recognize the importance of maintaining an engaged and well-balanced GE Board during this transition period as some of our existing directors move from GE to the new spin-off companies, and as we also add new directors in anticipation of the planned separations. In September, we announced the board of directors for GE HealthCare, and that board serves as a model of how we plan to mix industry-relevant experience and diversity of skills, expertise and perspectives as we look ahead to the planned boards for GE Vernova and GE Aerospace. We wish several departing directors farewell: Risa Lavizzo-Mourey and Tom Mihaljevic, who joined the GE HealthCare board in January, and Frank D’Souza and Leslie Seidman, who are not standing for reelection when their current terms end in May. We also continue to miss our friend and colleague former U.S. Secretary of Defense Ash Carter, who sadly passed away in October. With these departures, though the individual directors cannot be replaced, we look ahead to the needs of GE Vernova and GE Aerospace in our recruitment efforts. We are pleased to be nominating Darren McDew and Jessica Uhl as new directors in this proxy, who will bring valuable perspectives that are well aligned with the two future companies.
Executing on Our Strategic Priorities
The steady performance and execution by the GE team over the past several years have laid the foundation for the path ahead. GE’s portfolio actions have made it a simpler, stronger, technology-driven industrial company than it was just a few years ago. In 2022, GE retired $11 billion of debt, bringing total debt reduction since 2018 to over $100 billion. As we remain focused on our objective to create two more investment-grade standalone companies, the Board has been regularly reviewing the company’s financial and capital allocation plans with management. This has involved considering a widening range of options to deploy surplus capital, which has already translated into the commencement of a common stock repurchase program in 2022 and the partial redemption of $3 billion of preferred stock this month. The Board will continue to have an active dialogue with management about capital allocation priorities as we move forward. We also have seen most of GE’s businesses deliver solid operational and financial performances for 2022 in the context of significant global challenges that included supply chain constraints, inflation, the Russian invasion of Ukraine and enduring effects of the COVID-19 pandemic. The Board commends the GE leadership and teams for their sustained and ongoing achievements.
Delivering for Shareholders
We remain committed to regular, robust engagement with our shareholders on governance matters. The past year was no exception, as we met with shareholders representing nearly half of all outstanding shares, which was nearly 75% of the shares held by institutional investors. I participated in a number of these calls and always appreciate the opportunity to speak directly with our large shareholders, answer their questions and hear their feedback. Our governance engagements covered a range of topics, including the Board’s activities, executive compensation matters and GE’s sustainability priorities and reporting. The overarching and most-common theme, however, was a keen interest in how GE and the Board are navigating these areas of corporate governance with the planned separations in view. Informed by those shareholder discussions, we have added specific highlights throughout this year’s proxy where there is key information related to the strategic plan and GE’s path forward.
We look forward to 2023 and beyond for continued performance by the GE businesses to deliver for our customers, shareholders and other stakeholders. These businesses all have important missions and are working to solve global challenges: GE Aerospace is creating a smarter and more efficient future of flight; the GE Vernova businesses are driving electrification and decarbonization through the energy transition; and GE HealthCare, now operating as a standalone company, is driving precision care. On behalf of the GE Board, thank you for your continued support of GE.
THOMAS W. HORTON
Lead Director
GE 2023 PROXY STATEMENT 1
GE: A New Era Begins
2022 was a | As independently run companies, GE Aerospace and |
Solid Foundation
Strong financial position
● | We strengthened our foundation, retiring an additional $11 billion of debt, bringing total debt reduction to over $100 billion since 2018. |
Improved business and operating performance
We ran our operations better, further embedding lean and decentralization in our businesses.
● | Drove sustainable, impactful improvements in safety, quality, delivery, cost and cash management. We are making progress embedding lean practices and tools deeply into how we work, creating a problem-solving culture where problems are embraced, owned, analyzed and fixed. |
● | Decentralization: Moved the decision-making center of gravity closer to the customer, resulting in greater accountability, more transparency and better results for our customers. |
Our progress on these priorities has laid the foundation to launch three companies. More than a year after the announcement to form three independent companies from GE’s businesses, the logic behind—and our conviction in—our historic transformation has only strengthened. Along the way, the feedback from our customers, investors, employees and other stakeholders has been overwhelmingly positive.
AEROSPACE | HEALTHCARE | |||
MISSIONProviding customers with engines, components, avionics and systems for commercial, military and business & general aviation aircraft and a global service network to support these offerings UNITS Commercial Engines and Services, Military, Systems & Other INSTALLED BASE CEO EMPLOYEES | MISSION Building a UNITS Healthcare Systems, Pharmaceutical Diagnostics INSTALLED BASE 4M+ installations; 2B+ patient exams per year CEO Peter Arduini EMPLOYEES ~49,000 2022 REVENUES $18.5 billion Note: GE HealthCare refers to our reporting segment prior to the spin-off in | |||
RENEWABLE ENERGY | POWER | |||
MISSION Making renewable power sources more UNITS Onshore Wind, Offshore Wind, Grid Solutions Equipment and INSTALLED BASE 400+ GW of renewable energy equipment CEO Scott Strazik EMPLOYEES ~36,000 2022 REVENUES $13.0 billion | MISSION Powering lives and making electricity more affordable, reliable, accessible, and more sustainable UNITS Gas Power, Steam Power, Power Conversion, Nuclear & Other INSTALLED BASE ~7,000 gas turbines CEO Scott Strazik EMPLOYEES ~32,000 2022 REVENUES $16.3 billion |
* | Non-GAAP Financial Measure. For information on how these metrics are calculated, see Explanation of Non-GAAP Financial Measures and Performance Metrics on page 75. | ||
** | Including GE and its joint venture |
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HOW 2 GE SUPPORTED THE FIGHT AGAINST COVID-19 IN 2020
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 due to the pandemic.
The GE Foundation contributed to global 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.
GE 20212023 PROXY STATEMENT3
Voting RoadmapCreating Value Today and Tomorrow
1 | 2 | 3 | 4 | |||||||
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 |
With the separation of GE HealthCare already completed, we believe the remaining GE businesses are positioned to continue to lead in two critical growth sectors: creating a smarter and more efficient future of flight and driving decarbonization through the energy transition.
Future of Flight Centered around our mission to create a smarter and more | Energy Transition Positioned to lead the energy transition, helping the energy sector |
● GE Aerospace is ● We are continuing our efforts to support the use of sustainable aviation fuel, or SAF, which is vital to enabling the airline industry to meet its decarbonization goals. The RISE program with CFM International (our 50-50 joint venture with Safran) aims to reduce fuel consumption and CO2 emissions by more than 20% compared with today’s most efficient engines. ● We are also developing a new flight test program for a hydrogen combustion engine and an open fan flight test demonstration, both with Airbus, as well as working with NASA and Boeing to develop hybrid electric engines. ● The quality of our technology and product development plans, the energy and collaboration of our team and our unique positioning as the industry’s largest and youngest fleet give us confidence that this business will generate significant value for decades to come. |
● For our Power business, global gas generation and utilization continues to grow, with strength in Europe and the U.S. Gas remains a fuel of choice on dispatch curves globally to meet growing electricity demand. Our gas turbines have already accumulated more than eight million hours running on blends of hydrogen and similar fuels. ● For our Renewable Energy business, the U.S. Inflation Reduction Act is game-changing. It provides the certainty and stability our customers need to make long-term investments, especially in Onshore Wind. ● While we work on breakthrough technologies for tomorrow, we continue to build and deliver state-of-the-art equipment the world needs today to decarbonize the energy sector while building resilience in more than 170 countries around the world. |
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4 GE 20212023 PROXY STATEMENT3
Notice of 2023 Annual Meeting
Logistics
DATE AND TIME
May 3, 2023, at 10:00 a.m.
Eastern Time
LOCATION
Live Webcast at:
www.virtualshareholdermeeting
.com/GE2023
RECORD DATE
Shareholders of record at the close of business on March 7, 2023, are entitled to attend and vote at the Annual Meeting. On that date, there were 1,090,282,930 shares of common stock of General Electric Company (GE) outstanding and entitled vote.
You are invited to participate in GE’s 2023 Annual Meeting. If you were a GE shareholder at the close of business on March 7, 2023, you are entitled to vote at the Annual Meeting. Even if you plan to attend the live webcast, we encourage you to submit your vote as soon as possible through one of the methods available to you.
Cordially,
MICHAEL HOLSTON,
SECRETARY
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1 | Elect the | |||
FOR each director nominee | Page 7 | |||
See page 1 for a Letter from the Lead Director | ||||
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FOR | Page 26 | |||
See page 26 for a Letter from the Management Development & Compensation Committee | ||||
3 | Advisory vote on the frequency of future advisory votes on our named executives’ compensation (Say-on-Frequency) | |||
ONE YEAR | Page | |||
4 | Ratify the selection of Deloitte as independent auditor for | |||
FOR | Page | |||
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| Vote on the shareholder proposals included in the proxy, if properly presented at the meeting | |||
AGAINST each proposal | Page 64 | |||
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PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION
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HOW YOU CAN VOTE | ||
Via the internet | ||
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By Telephone | ||
By Mail |
Logistics
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We have created an Annual Meeting website at https://www.ge.com/annualmeeting to make it easy to access our 2023 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?
Where can I find out more information? See Voting and Meeting Information on page 71.
4GE 20212023 PROXY STATEMENT5
Shareholder Engagement in 2022
GovernanceWe 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. 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.
Who We Met With | ||||||
74% | Engaged with shareholders representing approximately 74% of outstanding shares held by institutional investors | 53% | Represents approximately 53% of total outstanding shares | |||
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See Page 18 | BOARD OF DIRECTORS | See Page 7 | |||||||
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● Our Path Forward. Based on shareholders’ interest, we have highlighted sections in this year’s proxy statement detailing key progress, actions and expectations related to the spin-offs with call-out boxes labeled “Our Path Forward.” | ● Named two new directors with industry and operating expertise to the GE Board aligned with our strategic transformation. We are continuing ongoing director recruitment so that the planned future GE Vernova and GE Aerospace companies will both have dedicated boards with deep domain expertise, as with GE HealthCare. ● Committee leadership refreshment. The Board appointed new chairs for both the Management Development & Compensation Committee and the Governance & Public Affairs Committee during the past year. | ||||||||
EXECUTIVE COMPENSATION | See Pages 26 & 27 | SUSTAINABILITY | See Page 18 | ||||||
● New design for PSU awards. In response to shareholder feedback, we modified the design of the 2023 PSU awards to measure performance based on the average of three consecutive one-year performance periods, modified by a three-year relative TSR. ● Enhanced disclosure. In addition to executive compensation highlights related to the spin-offs, this year’s proxy statement features a variety of disclosure enhancements informed by shareholder feedback, including a redesigned Compensation Discussion & Analysis (CD&A) section. |
● Climate reporting. We reported Scope 3 emissions for | ||||||||
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6 GE 20212023 PROXY STATEMENT5
6 GE 2023 PROXY STATEMENT
Board Nominees | ||||||||||
TENURE | AGE | |||||||||
3.4 years average tenure | 61.8 years average age | |||||||||
Our Board term limit is 15 years |
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2 New (<1 year) | 6 Medium-tenured (1-5 years) | 2 Longer-tenured (≥6 years) | 2 <60 years | 6 60-65 years | 2 >65 years | |||||
DIVERSITY 2 of 4 Board leadership positions are held by women | INDEPENDENCE All independent except for the CEO All director nominees except our CEO are independent and meet heightened independence standards for our audit, compensation and governance committees | |||||||||
(40%) | Ethnically diverse (10%) | (30%) | ||||||||
DIVERSITY OF GENDER AND BACKGROUND | INDEPENDENCE | |||||
4 Female | 2 Ethnically diverse | 3 Born outside U.S. | 10 Independent | 1 Not Independent | ||
(36%) | (18%) | (27%) | ||||
Qualifications and Attributes
The committee memberships indicate the anticipated composition of the committees of the Board following the Annual Meeting, if each nominee is elected. For a description of committees as of the date of this proxy.proxy and committee activities during 2022, see Board Committees on page 17. 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 | |||||||||||||
GE COMMITTEES | |||||||||||||
NAME | A | C | G | ||||||||||
Stephen Angel | |||||||||||||
Sébastien Bazin | |||||||||||||
H. Lawrence Culp, Jr. | |||||||||||||
Thomas Horton | |||||||||||||
Paula Rosput Reynolds | |||||||||||||
ATTENDANCE | QUALIFICATIONS AND ATTRIBUTES | COMMITTEES | ||||||
All director nominees attended at least 75% of the meetings of the Board and committees on which they served in | Industry & Operations | Risk Management | A | Audit Committee | Member | |||
Finance & Accounting | C | Compensation Committee | Chair | |||||
Investor | and Ethnic Diversity | G | Governance Committee | Financial Expert | ||||
Technology |
Financial acumen. The Board has determined that each of Mses. Goren, Lesjak, Reynolds and Uhl are “audit committee financial experts” (per SEC rules), and each of these directors is “financially literate” (per NYSE rules).
Key Corporate Governance Practices
● 9 out of 10 director nominees are independent
● Annual election of all directors by majority vote
● 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
● Prohibition on hedging & pledging
● 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
GE 20212023 PROXY STATEMENT 7
Board Leadership | ||||
CHAIRMAN H. Lawrence Director Since: 2018 Age: Birthplace: United States |
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Chairman and CEO, General Electric, Boston, MA | LEAD DIRECTOR Thomas Director Since: 2018 Age: 61 Birthplace: INDEPENDENT Partner, Global Infrastructure Partners, an infrastructure | |||
PRIOR BUSINESS EXPERIENCE
● 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)CURRENT PUBLIC COMPANY BOARDS
PAST PUBLIC COMPANY BOARDS ● GlaxoSmithKline● Danaher● T. Rowe Price GroupOTHER POSITIONS
● Member, Board of Trustees, Wake Forest UniversityEDUCATION
● MBA, Harvard Business School | GE COMMITTEE MEMBERSHIP
PRIOR BUSINESS EXPERIENCE ● Senior Advisor, Warburg Pincus LLC, a private equity firm focused on growth investing (2015–2019)● Chairman, American Airlines Group, one of the largest global airlines (formed following the merger of AMR● 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, AMRCURRENT PUBLIC COMPANY BOARDS
● PAST PUBLIC COMPANY BOARDS
● OTHER POSITIONS
EDUCATION ●
● MBA, Southern Methodist University | |||
8GE 20212023 PROXY STATEMENT
Board Leadership | ||||||||
CHAIR: Audit Isabella Director Since: 2022 Age: 62 Birthplace: INDEPENDENT Former Chief Financial Officer of American Airlines and AMR Corporation, a global airline, Fort Worth, TX(2010-2013) | CHAIR: Compensation Committee Stephen Director Since: 2022 Age: 67 Birthplace: INDEPENDENT Chairman and Former CEO, Linde, a global industrial gases and engineering company, Dublin, Ireland (since 2022) | CHAIR: Governance & Public Affairs Committee | ||||||
Paula Rosput Director Since: 2018 Age: Birthplace: |
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GE COMMITTEE MEMBERSHIP ●Audit (Chair)* PRIOR BUSINESS EXPERIENCE ●CFO, American Airlines and AMR Corporation (2010-2013) ●Senior Vice President, Customer Relationship Marketing, American Airlines and AMR Corporation (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) CURRENT PUBLIC COMPANY BOARDS ●General Electric ●Marriott International PAST PUBLIC COMPANY BOARDS ●Gap ●LyondellBasell Industries 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 EDUCATION ●University of Texas at Austin ●MBA, Southern Methodist University * Upon reelection to the Board, Ms. Goren will become Chair of the Audit Committee | GE COMMITTEE MEMBERSHIP ●Compensation (Chair) 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) CURRENT PUBLIC COMPANY BOARDS ●General Electric ●Linde (Chair) ●PPG Industries PAST PUBLIC COMPANY BOARDS ●Praxair (Chair) EDUCATION ●North Carolina State University ●MBA, Loyola College | GE COMMITTEE MEMBERSHIP ●Audit ●Governance (Chair) PRIOR BUSINESS EXPERIENCE ●Vice Chairman and Chief Restructuring Officer, American International Group (2008–2009) ●Chairman, President and CEO, Safeco Insurance Company of America (2005–2008) ●Chairman and CEO, AGL Resources (1998–2005) ●CEO, Duke Energy Power Services, Duke Energy (1995–1998) ●Previously served in various leadership positions at Associated Power Services, Pacific Gas Transmission Co. and Pacific Gas and Electric Company CURRENT PUBLIC COMPANY BOARDS ●General Electric ●BP ●National Grid UK (Chair) PAST PUBLIC COMPANY BOARDS ●Air Products & Chemicals ●Anadarko Petroleum ●BAE Systems ●CBRE Group ●Circuit City Stores ●Coca-Cola Enterprises ●Delta Air Lines ●TransCanada EDUCATION ●Wellesley College |
GE 2023 PROXY STATEMENT 9
Sébastien Director Since: 2016 Age: 61 Birthplace: INDEPENDENT Chairman and CEO, AccorHotels, a global hotel company, Paris, France (since 2013) | |||||||
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GE 2021 PROXY STATEMENT 9
Director Since: Age: Birthplace: |
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| Chief Investment Officer and Founding Partner, Trian Fund Management, L.P., an investment management firm, New York, NY (since 2005) | |||||
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10 GE 2021 PROXY STATEMENT
Director Since: 2019 Age: |
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Former Chief Financial Officer, HP, a global technology company, and its predecessor, Hewlett-Packard, Palo Alto, CA (2007-2018) | |||||||
GE COMMITTEE MEMBERSHIP ●Compensation ●Governance 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 CURRENT PUBLIC COMPANY BOARDS ●General Electric ●AccorHotels, including Accor Acquisition Company (sponsored by Accor) PAST PUBLIC COMPANY BOARDS ●Huazhu Group ●Carrefour ●Banyan Tree Holding OTHER POSITIONS ●Vice Chairman, Supervisory Board, Gustave Roussy Foundation, cancer research funding ●Chairman, Safar Ventures EDUCATION ●Sorbonne University ●MA (Economics), Sorbonne University | GE COMMITTEE MEMBERSHIP ●Compensation PRIOR BUSINESS EXPERIENCE ●Vice Chairman and Director, Triarc Companies (subsequently The Wendy’s Company and previously Wendy’s/Arby’s Group) (2004–2007) and Executive Vice President ●Managing Director, Credit Suisse First Boston (1999–2003) |
CURRENT PUBLIC COMPANY BOARDS ●General Electric ●Janus Henderson Group PAST PUBLIC COMPANY BOARDS ●Invesco ●Legg Mason ●The Bank of New York ●The Wendy’s Company ●Family Dollar Stores ●Pentair EDUCATION ●Harvard College | |||||
● Audit●Governance 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)
● General Electric● ● GE HealthCarePAST PUBLIC COMPANY BOARDS ●SunPower
● Board, Haas School of Business, University of California, BerkeleyEDUCATION ●
● MBA, University of California, Berkeley |
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10GE 20212023 PROXY STATEMENT11
Darren Director Since: 2023 Age: 62 Birthplace: INDEPENDENT Retired Four-Star General, United States Air Force, and Former Commander of U.S. Transportation Command, Scott Air Force Base, Illinois (2015 - 2018) | Jessica Uhl New Director Nominee Age: 55 Birthplace: INDEPENDENT Former Chief Financial Officer, Shell plc, a global energy and petrochemical company, London, England (2017-2022) | |||
GE COMMITTEE MEMBERSHIP ●Governance 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 ●Abbott Laboratories ●Parsons Corporation OTHER POSITIONS ●Director, United Services Automobile Association (USAA) ●Director, Boys & Girls Club of America ●Advisor, U. S. Innovative Technology EDUCATION ●Virginia Military Institute ●MS, Aviation Management, Embry-Riddle Aeronautical University | GE COMMITTEE MEMBERSHIP ●Audit* PRIOR BUSINESS EXPERIENCE ●CFO, Shell plc (2017-2022) ●Executive Vice President, Finance, Integrated Gas, Shell plc (2016-2017) ●Executive Vice President, Finance, Upstream Americas, Shell plc (2014-2015) ●Vice President, Finance, ●Vice President, Controller, Upstream and Projects and Technology, Shell plc (2010-2012) ●Vice President, Finance, Shell Lubricants, Shell plc (2009-2010) ●Head of External Reporting, Shell plc (2007-2009) ●Vice President, Business Development, Shell Renewables, Hydrogen & C02, Shell plc (2005-2006) ●Finance Manager, Shell Solar, Shell plc (2004-2005) CURRENT PUBLIC COMPANY BOARDS ●Goldman Sachs PAST PUBLIC COMPANY BOARDS ●Shell plc OTHER POSITIONS ●Vice Chair, Mission Possible Partnership ●Strategic Advisor, Breakthrough Energy ●Advisory Board, Columbia Center for Global Energy Policy ●Trustee, Rocky Mountain Institute EDUCATION ●University of California, Berkeley ●MBA, INSEAD, France * Upon election to the Board, Ms. Uhl will be appointed to the Audit Committee |
GE 2023 PROXY STATEMENT 11
Board Composition
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 the businesses on which we expect to focus going forward and to bring new perspectives to the Board. As a result, of the eleven nominees proposed for election, eight are new to the Board in the last four years. We expect to continue to seek director candidates whose experiences supportmaintain alignment with the company’s future strategy and industry focus.
DIRECTOR RECRUITMENT PRIORITIESevolving corporate strategy.
| In connection with the spin-off of GE HealthCare in January 2023, a new board of directors assumed their roles at that company as it began operating independently. Current GE directors H. Lawrence Culp, Jr. and Catherine Lesjak also serve on the GE HealthCare board, and former GE directors Risa Lavizzo-Mourey and Tomislav Mihaljevic transitioned from the GE Board to the GE HealthCare board at the time of the spin-off. They were joined by GE HealthCare’s CEO Peter Arduini and five new independent directors as GE HealthCare became a public company. The director recruitment efforts continue as we look ahead to the planned separation of GE Vernova and GE Aerospace into independent companies. At the upcoming GE Annual Meeting, shareholders will have the opportunity to elect for the first time two new directors who bring decades of experience relevant to the future companies: Darren McDew and Jessica Uhl. They were recommended as directors by a search firm and by management, respectively. |
Director Selection Process
Our Governance Committee, together with the full Board, is responsible for establishing criteria, screening candidates and evaluating the qualifications of persons who may be considered for service on our Board. The Governance Committee considers all shareholder recommendations for director candidates. The following describes the Board’s selection process:
1 | SUCCESSION PLANNING | |
The Governance Committee prioritizes experiences and attributes to support the current and long-term needs of the company, within the context of the current Board structure, diversity, and mix of skills and experience. | ||
2 | IDENTIFICATION OF CANDIDATES | |
The Governance Committee engages in a search process to identify qualified director candidates, which process may include the use of an independent search firm, and assesses candidates’ skills, experience and background and their alignment with the company’s portfolio and strategy. | ||
3 | INTERVIEWING CANDIDATES | |
Qualified director candidates are typically interviewed by the Chairman and CEO, Governance Committee chair, 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 appointment to the Board and election by shareholders. | ||
5 | ELECTION | |
The shareholders consider the nominees and elect directors by majority vote to serve one-year terms. | ||
6 | ONGOING ASSESSMENT | |
The Governance Committee regularly assesses the composition of the Board to maintain alignment with the company’s strategy, and in connection with the Board’s nomination of a slate of directors the Governance Committee reviews considerations including past contributions by each director; the skills, experiences and diversity represented on the Board; and the results of previous shareholder votes. |
Director Recruitment Priorities
RECRUITMENT PRIORITIES GOING FORWARD
● | Domain expertise aligned with the planned spin-offs | |
● | Operational experience | |
● | Capital allocation / finance | |
● | Government / regulatory | |
● | Technology / digital | |
● | Diversity |
DIRECTOR “MUST- HAVES”
● | Leadership experience | |||
● | Highest personal & professional ethics | |||
● | Integrity & values | |||
● | A passion for learning | |||
● | Inquisitive & objective perspective | |||
● | A sense of priorities & balance | |||
● | Talent development experience |
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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 and include all information that our by-laws require for director nominations.
HOW WE REFRESH THE BOARD
● | Board evaluation. Each year, the Board assesses its effectiveness through a | |
● | Term limits. The Board has a 15-year term limit for independent directors. | |
● | Age limits. With limited exceptions, directors may not be renominated to the Board after their 75th birthday. |
See the Board’s Governance Principles (see “Helpful Resources” on page 73)77) for more information on these policies.
12 GE 2023 PROXY STATEMENT
Important Factors in Assessing Board Composition
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 comprisingcomprised of individuals from different backgrounds and with a range of experiences and viewpoints. Specifically, under the Board’s diversity policy, the committeeGovernance 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.
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 77). Based on the Board’s recent self-evaluations, assessment of trends with peer companies, and taking into account investor feedback, the Board anticipates it will continue to maintain approximately its current size. However, the Board may add additional directors in connection with our planned spin-offs.
12 GE 2021 PROXY STATEMENT
BOARD SKILLS AND EXPERIENCE
9/10 | INDUSTRY & We have sought directors with management and operational experience in the industries in which we compete. For example, in the last |
9/10 | 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 added a number of directors who qualify as audit committee financial experts, and we expect all of our directors to have an understanding of finance and financial reporting processes. |
4/10 | INVESTOR EXPERIENCE To promote strong alignment with our investors, we have added directors who have experience overseeing investments and investment decisions. We believe that these directors can help focus management and the Board on the most critical value drivers for the company, including with respect to setting executive compensation targets and objectives. |
4/10 | TECHNOLOGY EXPERIENCE As a |
10/10 | RISK MANAGEMENT EXPERIENCE In light of the Board’s role in overseeing risk management and understanding the most significant risks facing the company, including strategic, operational, financial, legal and compliance and reputational risks, we seek directors with experience in risk management and oversight. |
10/10 | |
GLOBAL EXPERIENCE We seek directors with global business experience because GE’s continued success depends on continuing to grow our businesses outside the United States. For example, in |
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.
GE 20212023 PROXY STATEMENT 13
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.
GE TRANSACTION & 2020 MAGNITUDE
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’s Role
The lead director has the following responsibilities (and may also perform other functions at the Board’s request), as detailed in the Board’s Governance Principles:
● | 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 |
● | Chairman-independent director liaison — regularly meets with the Chairman and serves as liaison between the Chairman and the independent directors (although every director has direct access to the Chairman) |
● | Shareholder communications — makes himself/herself available as the primary Board contact for direct communication with our significant shareholders |
● | Board governance processes — works with the Governance Committee to guide the Board’s governance processes, including |
● | 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 | |||||
CHAIRS The chairs of our Audit, |
Considerations THOMAS HORTON |
Mr. Horton was first elected to our Board at the 2018 Annual Meeting. During his tenure on our Board, he has established strong working relationships with his fellow directors and garnered their trust and respect. Furthermore, he has demonstrated strong leadership skills, independent thinking and a deep understanding of our businesses and their industries.
The independent directors’ decision to select Mr. Horton as lead director took into account the tenures and capabilities of each independent director, along with a potential candidate’s willingness and ability to serve as lead director, understanding that the position entails significant responsibility and time commitment. The Board considered that Mr. Horton also serves as lead independent director for Walmart. However, 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, which mitigated concerns about Mr. Horton’s ability to dedicate sufficient time to the role as GE’s lead director under the circumstances.
14 GE 2023 PROXY STATEMENT
Board Governance Practices
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.
How We Evaluate the Board’s Effectiveness | ||||
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 2022, the evaluation process was conducted by Mr. Horton as lead director. | ||||
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. | ||||
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 questionnaire 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 20212023 PROXY STATEMENT 15
13 meetings in 2020 (including 3 independent director meetings)
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● Strategy for the energy transition and climate change ● | ● Business operating and ● Sustainability, including external reporting ● Management succession planning ● Aviation sector recovery, and current industry dynamics ● |
A TYPICALTypical GE BOARD MEETINGBoard Meeting
During 2020,2022, the Board held 6seven regularly scheduled meetings, plus 7five special meetings. Due to the COVID-19 pandemic, starting in March of 2020, theFive regularly scheduled meetings were held in-person and two regularly scheduled meetings were held virtually, and the schedules were adjusted to accommodate director participation from different time zones. All special meetings were held virtually.
1 | Board committee chairs: | Management: | |
2 | (DAY 1) | Daytime: | Evening: |
3 | (DAY 2) | Early morning: |
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4 | Management: |
Full Board 12 meetings in 2022 | ||||
Chairman | Lead Director | |||
Independent The independent directors meet regularly 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. | ||||
INDEPENDENT DIRECTOR MEETINGS
The GE Board in Action: 20202022 Highlights
Our Board recognizes that its oversight of our strategic priorities and responsibility to GE shareholders requires a personal and professional commitment that extends well beyond regularly scheduled Board meetings. Ongoing and meaningful engagement with the business is critical to staying informed and provides the type of insight that allows our directors to provide effective guidance to our leadership team and to engage in constructive dialogue with each other.
ENGAGEMENT WITH SHAREHOLDERS Governance Discussions Engagement with shareholders included Thomas Horton (lead director) DIRECTOR EDUCATION Ongoing Functional Deep Dives Periodic sessions with insurance and legal teams Kaizen Events Participation in education sessions on Lean fundamentals and other lean events New Director Orientation Full orientation program for new directors | ENGAGEMENT WITH THE
Provide an opportunity for the CEO and the rest of the Board to discuss company operations in real-time Quarterly Senior Leadership Meetings Director attendance and presentations Business Visits and Functional Deep Dives Provide opportunity for direct employee interaction and better understanding of GE culture
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SITE VISITS BY DIRECTORS
● GE Gas Power in Schenectady, NY ● GE Gas Power in Greenville, SC ● GE Aerospace in Evendale, OH ● GE HealthCare in Waukesha, WI GE LEADERSHIP MEETINGS ● Director participation in quarterly leadership meetings for top ~900 company executives | |||
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16GE 20212023 PROXY STATEMENT
Board Committees
COMMITTEE COMPOSITION Listed to the right are the current members of each committee. Independence. All committee members satisfy the NYSE’s and GE’s definitions of independence. |
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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 are listed to the right. For more detail, see the Governance Principles and committee charters (see Helpful Resources on page 77). | Audit | Governance & Public Affairs | Management Development & Compensation | |||||
10 meetings in 2022 | 6 meetings in 2022 | 9 meetings in 2022 | ||||||
Chair Other Members | Chair Other Members | Chair Other Members | ||||||
Recent Activities and Key Focus Areas | ||||||||
● Overseeing the simplification of the company’s financial reporting ● Overseeing the independent auditor, including the detailed audit plan and budget ● Conducting cross-functional reviews with internal audit staff, tax, cyber/IT and compliance ● Overseeing the enterprise risk management framework and risk assessment measures ● Overseeing material litigation strategy and the compliance and cybersecurity programs | ● Overseeing the development of the company’s sustainability and environmental, social and governance (ESG) commitments and strategies and enhancements to disclosure ● Reviewing the Board’s leadership structure and committee composition ● Identifying and recruiting new directors ● Overseeing the company’s safety programs and performance ● Overseeing management of environmental remediation efforts | ● Reviewing critical talent to support the needs of GE with focus on human capital management, succession planning, diversity and talent development and retention ● Focusing on increased alignment of pay and performance through effective short- and long-term incentive compensation design ● Engaging with shareholders and reviewing feedback and external benchmarking of compensation practices ● Overseeing cultural transformation for GE, prioritizing leadership behavior | ||||||
Our Path Forward | ||||||||
● Overseeing the carve-out audits for the spin-off companies, preparation of the Form 10 registration statements and standalone readiness of the compliance, internal audit, digital technology, enterprise risk and other key functions in connection with the spin-offs | ● Leading the director recruitment efforts in connection with the planned formation of three independent public companies | ● Overseeing talent recruitment, development and placement/ retention in connection with the planned business separations and transition to three standalone companies | ||||||
Key Responsibilities and Areas of Risk Oversight | ||||||||
●Oversees GE’s independent auditor, including the audit plan and budget, and monitors independence and performance ● ● ● ● ● ● ●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 ● ● ●Reviews and makes recommendations to the Board with respect to director independence ●Reviews Board composition and compensation in connection with long-term strategy and identifies new directors for GE ● ● | ●Oversees GE’s executive compensation policies, practices and programs ● ●Oversees and approves goals and objectives for performance-based equity awards and evaluates performance against those goals ● ● ● ●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 |
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 20212023 PROXY STATEMENT 17
Strategy The Board has oversight responsibility for management’s establishment and execution of corporate strategy, and elements of strategy are discussed at every regularly scheduled Board meeting. The Board also engages directly with the leaders of GE’s businesses and regularly reviews the businesses’ strategic and operational priorities, competitive environment, market challenges, economic trends and regulatory developments. 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 in December of each year. A long-term orientation and these key strategic questions continue to be integrated with how we set multi-year priorities across our businesses, as well as our budgets and operational and financial objectives. The Board at meetings throughout the year also regularly discusses capital allocation plans, the company’s performance against its operating plan and annual budget and potential mergers, acquisitions and dispositions with a view toward alignment with our strategic priorities. |
OUR PATH FORWARD | In 2021, the full Board conducted a rigorous portfolio and business strategy review over several months, culminating in 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. During 2022, 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. In January 2023, we completed a spin-off to separate GE HealthCare, creating a global leader in precision healthcare. The Board continues to oversee the strategic transformation as we work to drive long-term growth and value for customers, investors and employees with the planned launch of GE Vernova and GE Aerospace as standalone companies with a second spin-off. |
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 meetings also regularly discusses capital allocation plans, the company’s performance against its operating plan and annual budget and potential mergers, acquisitions and dispositions with a view toward alignment with our strategic priorities.
In 2020, GE redesigned the long-term strategy process to focus on key strategic questions identified for each business. The leadership teams from the businesses discussed these questions, and their business priorities for the coming year as informed by the long-term strategy process, with the Board during a two-day strategy session in December 2020. 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.
Enterprise Risk Management
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
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.operations, please refer to the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2022.
Sustainability
Sustainability
GE is rising to the challenge of building a world that works, with a focus on opportunities for our technology in: the energy transition to drive decarbonization, precision medicine that personalizes diagnoses and treatments, andin the future of smarter and more efficient flight. flight and the energy transition to drive decarbonization. In connection with the planned spin-offs, we have worked across GE to ensure that the independent companies we are creating will operate with sustainability at their core on day one. We are fully seizing the opportunity to focus on the 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. As GE continuesMore information that may be of interest to deepen its focus on thesea variety of stakeholders about GE’s sustainability approach, priorities and performance, including about safety, greenhouse gas emission reductions for our own operations and for our products, including Scope 3 emissions from use of sold products, environmental stewardship, diversity and inclusion (as also discussed further below), supply chain and human rights and other matters, internally, we also plan to publish an updated GEcan be found in our Sustainability Report. Among other things, the Sustainability Report later in 2021.includes our ambition to be a net zero company by 2050, targets for reducing Scope 1 and Scope 2 emissions, Scope 3 reporting for use of sold products and TCFD-aligned reporting on climate-related risks.
Sustainability is an integrated aspect of how we think about strategy and risk. GE’sOur Board and management believe the long-term 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 level, 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 role in the oversight of such external reporting, including reporting on these matters in SEC filings and data quality related to this reporting.
For additional reporting on sustainability and ESG matters, see our ESG webpages, our 2021 Sustainability Report, our 2021 Human Rights Report and our 2021 Diversity Annual Report (see Helpful Resources on page 77). |
Our Reach | |||
ENERGY TRANSITION 1/3 of the world’s electricity generated with the help of our technology | FUTURE OF FLIGHT 3 out of 4 commercial flights powered by GE or partner engines |
18GE 20212023 PROXY STATEMENT
Board Oversight
Key Areas Related to Strategy, Risk & Sustainability
AUDIT COMMITTEE | |||
●Long-term strategy ●Most significant risks facing GE ●Reviews with each business ● ●Energy transition and climate change | ●Financial statements, systems & reporting ●Regulatory, compliance and litigation risks ●Cybersecurity ●Enterprise risk management framework ●Auditors (internal and external) | ||
GOVERNANCE & PUBLIC AFFAIRS COMMITTEE | MANAGEMENT DEVELOPMENT & COMPENSATION COMMITTEE | ||
●Corporate governance ● ●Environmental, health and safety matters ●Support of full Board’s oversight on climate change ● External reporting related to sustainability/ESG matters | ●Human capital management, including diversity and ● Talent development ●Succession planning ●Executive compensation |
Key Governance Processes
Management Level
Key Governance Processes
Management Level
| ORGANIZATION & | LONG-TERM | BUDGET PROCESS | |||||
Quarterly GE CEO reviews with each business on their operating priorities, execution against plan and top risks | Annual GE CEO review dedicated to organization and critical talent strategy to drive business results, including action plans related to cultural transformation and diversity | Annual long-range review of business strategy, technology roadmap and competitive position, including investment requirements to deliver sustainable growth | Annual budget planning process, designed to focus | |||||
Enterprise Risk Management Framework
Risk | Risk | Risk | Compliance Risk | Risk |
GE 20212023 PROXY STATEMENT 19
Other Governance Policies & Practices
Director Attendance at Meetings
OversightThe Board expects directors to attend all meetings of Environmental, Social and Governance (ESG) ProgramsAs noted above, the Board and itsthe committees overseeon which 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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20 GE 2021 PROXY STATEMENT
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.
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GE 2021 PROXY STATEMENT 21
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 advance of the 2020 annual meeting, and as part of our fall outreach after the meeting, we made significant efforts to engage with our institutional shareholders to better understand their concerns related to our executive compensation programs and to the factors impacting their say-on-pay vote. This outreach also involved 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 2022, 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 95% during 2022.
ANNUAL SHAREHOLDERS MEETING. All of our then-serving directors attended the 2022 Annual Meeting.
Board Integrity Policies
CODE OF CONDUCT. All directors, officers and employees of GE must act ethically at all times and in accordance with GE’s code of conduct (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 do with retail investors.are required to disclose under SEC rules, are posted on GE’s website (see Helpful Resources on page 77).
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.
Limits on Director Service on
Other Public Boards
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.
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, shall count 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 shall be 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 77. | 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 20GE 20212023 PROXY STATEMENT
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 (shown under Election of Directors on page 6) other than Mr. Culp are independent. In addition, Mr. D’Souza and Ms. Seidman, who are not standing for reelection at the Annual Meeting, Drs. Lavizzo-Mourey and Mihaljevic, who served on the Board until January 2023, Mr. Carter, who served on the Board until October 2022, and James Tisch, who served on the Board until May 2022, were each determined to be independent during the period they served on the Board.
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 77), the Board considers all relevant facts and | |||
Applying the guidelines in 2022. In assessing director independence for 2022, the Board considered relevant transactions, relationships and arrangements, including relationships among Board members, their family members and the company, as described below. |
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:
● | Heightened standards for Audit Committee members. Under a | |
Compensation-Related Investor Feedback
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 that all director nominees and all directors that served since the 2022 Annual Meeting, other than Mr. Culp, are independent.
2022 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 | ||||||||
Cleveland Clinic | CEO & President | N/A | ||||||||
Tisch* | Loews (and its subsidiaries) | President & CEO | ||||||||
All directors | Various charitable organizations | Executive, director or trustee | Charitable contributions from GE <1% of the |
* | Mr. Tisch served as our director until our 2022 Annual Meeting on May 4, 2022, at which he did not stand for reelection. |
GE 20212023 PROXY STATEMENT 2321
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.
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:
24 GE 2021 PROXY STATEMENT
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 77), 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,During 2022, there have beenwere 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 PERSONTRANSACTIONS | ||
● | 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 24. Commitments, Guarantees, Product Warranties and Other Loss Contingencies in GE’s financial statements in our Annual Report on Form 10-K for 2022.
Stock Ownership InformationIndependent Oversight of
Political Spending
Common Stock & Total Stock-Based Holdings Table
The following tableGovernance 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:
● | 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 77). |
GE currently discloses the names of all GE stock-based holdings, as of December 31, 2020, of our directors and nominees, named executives, current directors and executive officers as a group, and beneficial owners oftrade associations receiving more than 5%$50,000 from the company, including the portion of our common stock.
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
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 2022 GE 2021did not contribute any corporate funds to political campaigns, committees or candidates for public office.
22 GE 2023 PROXY STATEMENT25
Director Compensation
The compensation program for independent directors is 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. |
Annual Compensation
OVERVIEW. Our independent directors receive annual compensation as shown in the table below. There are no additional meeting fees. The lead director and members of our Board committees receive additional compensation due to the workload and broad responsibilities of these positions.
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 has been closed to new directors) |
HOW DEFERRED STOCK UNITS WORK. Each DSU is equal in value to a share of GE stock and is fully vested upon grant but does not have voting rights. To calculate the number of DSUs to be granted, we divide the target value of the DSUs by the average closing price of GE stock for the 20 days preceding and including the grant date.
DSUs accumulate quarterly dividend-equivalent payments, which are reinvested into additional DSUs. The DSUs are paid out in cash beginning one year after the director leaves the Board. Directors may elect to take their DSU payments as a lump sum or in payments spread out for up to 10 years.
OUR PATH FORWARD | TREATMENT OF DEFERRED STOCK UNITS IN CONNECTION WITH THE GE HEALTHCARE SPIN-OFF. | |
In the GE HealthCare spin-off, each current or former director of GE (including individuals who are now serving as directors of GE HealthCare and no longer serving as directors of GE) that held outstanding DSUs denominated in GE stock as of the GE HealthCare spin-off retained his or her GE-denominated DSUs and received additional DSUs from GE denominated in shares of GE HealthCare common stock based on the shareholder distribution ratio utilized for the GE HealthCare spin-off. As this treatment is consistent with the manner in which GE shareholders received GE HealthCare shares in the spin-off, it promotes alignment with GE shareholders for directors through the execution of our planned business separations. |
COMMON STOCK. OTHER COMPENSATION. Our independent directors may also receive the following benefits:
● | Matching Gifts Program. Independent directors may participate in the GE Foundations 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. |
● | Charitable Award Program. Each director who joined the Board before 2016 may, upon leaving the Board, designate up to five charitable organizations to share in a $1 million GE contribution. Directors may not choose a private foundation with which they are affiliated. The Board terminated this program for new directors in 2015. |
● | 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 2022. |
No Additional Director Compensation
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.
Share Ownership Requirements for Independent Directors
STOCK OWNERSHIP REQUIREMENTS 5Xfor 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 2023 PROXY STATEMENT 23
Director Compensation Table
This columntable shows the compensation that each independent director earned for his or her 2022 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.
NAME OF DIRECTOR | CASH FEES | STOCK AWARDS | MATCHING GIFTS | TOTAL | ||||||||||||
Stephen Angel | $ | 7,639 | $ | 219,545 | $ | 0 | $ | 227,184 | ||||||||
Sébastien Bazin | $ | 0 | $ | 296,667 | $ | 0 | $ | 296,667 | ||||||||
Ashton Carter* | $ | 101,087 | $ | 143,055 | $ | 0 | $ | 244,142 | ||||||||
Francisco D’Souza | $ | 0 | $ | 320,591 | $ | 0 | $ | 320,591 | ||||||||
Edward Garden | $ | 120,000 | $ | 172,258 | $ | 0 | $ | 292,258 | ||||||||
Isabella Goren | $ | 97,716 | $ | 139,368 | $ | 5,000 | $ | 242,084 | ||||||||
Thomas Horton | $ | 141,500 | $ | 202,897 | $ | 0 | $ | 344,397 | ||||||||
Risa Lavizzo-Mourey | $ | 114,000 | $ | 163,645 | $ | 5,000 | $ | 282,645 | ||||||||
Catherine Lesjak | $ | 128,000 | $ | 183,742 | $ | 0 | $ | 311,742 | ||||||||
Tomislav Mihaljevic | $ | 81,643 | $ | 116,115 | $ | 0 | $ | 197,758 | ||||||||
Paula Rosput Reynolds | $ | 100,500 | $ | 224,414 | $ | 0 | $ | 324,914 | ||||||||
Leslie Seidman | $ | 124,000 | $ | 178,000 | $ | 5,000 | $ | 307,000 | ||||||||
James Tisch* | $ | 0 | $ | 94,046 | $ | 0 | $ | 94,046 |
* | Mr. Carter passed away on October 24, 2022, and Mr. Tisch did not stand for re-election at our 2022 Annual Meeting. The amounts reported for these former directors represent compensation earned for their 2022 service as directors. |
CASH FEES. Amount of cash compensation earned in 2022 for Board and committee service.
STOCK AWARDS. Aggregate grant date fair value of DSUs granted in 2022, 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 $91.50 for March 31, 2022 grants, $63.67 for June 30, 2022 grants, $61.91 for September 30, 2022 grants, and $83.79 for December 31, 2022 grants. The table below shows the cash amounts that the directors deferred into DSUs in 2022 and the number of DSUs accrued as of 2022 fiscal year-end.
DIRECTOR | CASH DEFERRED INTO DSUs IN 2022 | # DSUs ACCRUED AT 2022 FISCAL YEAR-END* | |||||
Stephen Angel | $ | 87,912 | 3,138 | ||||
Sébastien Bazin | $ | 124,000 | 22,285 | ||||
Ashton Carter | $ | 0 | 5,658 | ||||
Francisco D’Souza | $ | 134,000 | 27,977 | ||||
Edward Garden | $ | 0 | 12,078 | ||||
Isabella Goren | $ | 0 | 1,976 | ||||
Thomas Horton | $ | 0 | 13,144 | ||||
Risa Lavizzo-Mourey | $ | 0 | 13,252 | ||||
Catherine Lesjak | $ | 0 | 9,575 | ||||
Tomislav Mihaljevic | $ | 0 | 1,678 | ||||
Paula Rosput Reynolds | $ | 33,500 | 11,665 | ||||
Leslie Seidman | $ | 0 | 15,573 | ||||
James Tisch | $ | 38,835 | 27,938 |
* | Amounts do not take into account the treatment of outstanding DSUs in 2023 in connection with the GE HealthCare spin-off. See Treatment of Deferred Stock Units in Connection with the GE HealthCare Spin-Off on page 23 for additional details. |
24 GE 2023 PROXY STATEMENT
Stock Ownership Information
Beneficial Ownership Table
The following table shows beneficial ownership of our common stock as calculated under SEC rules.rules, as of December 31, 2022, 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) This table does not take into account the treatment of outstanding equity in 2023 as a result of the GE HealthCare spin-off. See Treatment of Outstanding Equity Awards with GE HealthCare Spin-Off on page 38 for additional details.
DIRECTORS & NOMINEES | NUMBER OF SHARES | PERCENT OF CLASS | ||||||
Stephen Angel | 11,098 | * | ** | |||||
Sébastien Bazin | 0 | * | ** | |||||
Francisco D’Souza | 18,937 | * | ** | |||||
Edward Garden | 4,016,414 | * | ** | |||||
Isabella Goren | 0 | * | ** | |||||
Thomas Horton | 6,906 | * | ** | |||||
Catherine Lesjak | 0 | * | ** | |||||
Darren McDew | 0 | ** | ||||||
Paula Rosput Reynolds | 6,100 | * | ** | |||||
Leslie Seidman | 1,812 | * | ** | |||||
Jessica Uhl | 0 | ** | ||||||
Total | 4,061,267 | ** | ||||||
NAMED EXECUTIVES | ||||||||
H. Lawrence Culp, Jr. | 1,955,661 | ** | ||||||
Carolina Dybeck Happe | 52,362 | ** | ||||||
Peter Arduini | 0 | ** | ||||||
John Slattery | 101,414 | ** | ||||||
Russell Stokes | 292,185 | ** | ||||||
Total | 2,401,622 | ** | ||||||
CURRENT DIRECTORS & EXECUTIVES | ||||||||
Current directors & executives as a group (18 people) | 7,263,141 | ** | ||||||
5% BENEFICIAL OWNERS | ||||||||
Capital Research Group Global Investors, 333 S. Hope St., 55th Fl., Los Angeles, CA 90071 | 102,093,162 | 9.4 | % | |||||
The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355 | 86,785,547 | 8.0 | % | |||||
BlackRock, Inc., 55 East 52nd Street, New York, NY 10055 | 67,872,032 | 6.2 | % | |||||
Fidelity Management & Research, 245 Summer Street, Boston, MA 02210 | 60,332,310 | 5.5 | % | |||||
Total | 317,083,051 | 29.1 | % |
* | 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 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 (43,678), Slattery (88,193) and Stokes (242,072), (2) RSUs that will vest in the Common Stock column (as described above)60 days: Dybeck Happe (5,257), plus non-voting interests such as PSUs (included at the target payout level)Slattery (6,308) 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,Stokes (3,680), 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 (5,960), Culp (1,182,276)(212,783), Garden (32,131,316)(4,016,414)(1), Horton (55,248)(6,903), Reynolds (4,300), Strazik (11,659), Timko (10,000) and Tisch (3,540,000)(2)(537). 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) 9,091,5051,033,579 shares that may be acquired under stock options that are or will become exercisable within 60 days, (2) 137,12328,914 RSUs that will vest withinin 60 days, (3) 37,041,4894,272,040 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) | CAPITAL RESEARCH | VANGUARD | BLACKROCK | FIDELITY | ||||
Sole voting power | 102,084,780 | 0 | 60,539,451 | 51,806,970 | ||||
Shared voting power | 0 | 1,460,923 | 0 | 0 | ||||
Sole investment power | 102,093,162 | 82,472,260 | 67,872,032 | 60,332,310 | ||||
Shared investment power | 0 | 4,313,287 | 0 | 0 |
The foregoing information is based solely on Schedule 13G filed by Capital Research Global Investors on February 13, 2023, and Schedules 13G/A filed by Vanguard, BlackRock and Fidelity on February 9, 2023, February 7, 2023, and February 9, 2023, respectively.
26
GE 20212023 PROXY STATEMENT25
MANAGEMENT Advisory Approval of Our Named Executives’ Compensation What are you voting on? Pursuant to Section 14A of the Exchange Act, we are asking shareholders to approve on a non-binding basis the compensation paid to our named executives, as described in this proxy statement. We currently hold say-on-pay votes annually, and we expect to hold the next such vote at our 2024 Annual Meeting. See Management Proposal No. 3.
Why the Board recommends a vote FOR the say-on-pay proposal. The Board believes that our compensation policies and practices are effective in achieving the goals of the compensation program, and that our actions have been responsive to shareholder feedback related to last year’s say-on-pay vote. | Compensation To Our Shareholders, This period of GE’s historic transformation into three industry-leading, independent public companies has been a particularly exciting and dynamic time for us as members of the Management Development & Compensation Committee. It has placed us in the midst of the recruitment, development and placement of key talent for the planned future companies, while we also seek, as always, to properly incentivize and reward execution and performance aligned with the company’s strategic and business plans. We thank the many shareholders who have taken the time to meet and provide feedback on compensation matters over the past year. In addition to successfully separating GE HealthCare with a spin-off in January 2023, GE managed through a challenging external environment to finish 2022 strong. The Aerospace, Power and HealthCare businesses performed well, and the company delivered revenue growth, margin expansion and better cash generation. However, challenges at the Renewable Energy business in particular, alongside macroeconomic headwinds, contributed to results for Renewable Energy that fell well below our targets and adversely affected total company performance for the year as well. We have heard the support from shareholders for a formulaic approach to annual bonuses, and for 2022 the committee again applied no discretion in approving the results for our named executives under our annual bonus plan. We also certified zero payout for the 2020 and 2022 grants of performance stock units (PSUs) because they did not meet the minimum threshold performance targets. We have made a number of enhancements to our compensation program design during the past year to continue driving accountability and performance aligned with shareholders’ interests. In particular, during our engagements about say-on-pay and executive compensation matters during the past year, we discussed long-term incentive design with nearly all shareholders that we met with. While not an area of significant concern for many shareholders, the feedback centered on two areas of our prior PSU design: (i) the use of one-year financial targets with a three-year relative TSR modifier for the performance period; and (ii) the use of free cash flow as a metric for both PSUs and annual bonuses. As described more fully on page 27 and throughout the CD&A, we have adopted a new design for the PSUs granted in March 2023, averaging together three one-year performance periods to provide a longer time horizon for the specific financial targets. Most shareholders we met with agreed this would be an appropriate response to their concerns, particularly given GE’s business separations and the challenges with setting multi-year financial targets during this ongoing transitional period. Similarly, we heard a range of feedback about metrics that might be considered for our compensation programs, with many investors acknowledging the importance of free cash flow as a measure of GE performance that excludes non-cash items and supporting the continued use of that metric across our compensation program design. Most shareholders also appreciated that the planned separations into three independent companies will enable further tailoring and refinement of performance metrics in the future for each of the three companies at the direction of their compensation committees. With the benefit of the insightful shareholder questions and feedback about these and other executive compensation topics, we have also enhanced this year’s proxy disclosure to provide additional explanation about our compensation design choices, and also to provide a look toward the future state following the planned separations. We hope shareholders will find the disclosure enhancements about our spin-off related actions and plans helpful for analyzing 2022 compensation decisions, as well as showing the path ahead. We appreciate the feedback from shareholders on all of these topics, and we hope to have your support on this year’s say-on-pay vote. We thank you for your support of GE. | |||||||||
Management Development & Compensation Committee | ||||||||||
STEPHEN ANGEL (Chair) | SÉBASTIEN BAZIN | FRANCISCO D’SOUZA | EDWARD GARDEN | |||||||
26 GE 2023 PROXY STATEMENT
Shareholder Engagement on Executive Compensation
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. With support for say-on-pay of 66% in 2022, the committee has continued to prioritize seeking shareholders’ perspectives about specific areas of concern and potential improvements.
During the past year, we met with shareholders representing approximately 53% of our outstanding common stock and approximately 74% of our common stock 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.
The shareholder feedback we received and reviewed with the committee represents a range of views from different shareholders. It was clear that a majority of investors were supportive of our actions and commitments in response to the 2021 say-on-pay vote that did not receive majority support, and that many shareholders were supportive of our compensation program and actions as reflected in the improvement in voting results from 2021 to 2022. We strive to continuously improve our compensation program to drive strong alignment with company performance and with our shareholders’ expectations. The following table provides an overview of three main themes related to executive compensation that shareholders raised following the 2022 say-on-pay vote, and actions the committee is taking in response.
What We Heard | How We are Responding | ||||||||
TOPIC | FEEDBACK | ACTIONS | |||||||
No changes to predetermined performance targets | Shareholders were supportive of the formulaic approach to 2021 annual bonuses for our named executives, and of the absence of changes to performance targets for previously issued equity awards. Shareholders expressed a desire for the company to continue keeping named executives’ compensation aligned with predetermined performance targets, and to clearly explain any future use of discretion to depart from those targets. | Again for 2022, annual bonuses for our named executives were formulaic and based only on the predetermined performance targets for our businesses. The committee also certified zero payout for the 2020 and 2022 PSU awards; for four of the past five years, annual PSU awards have received zero payout because they did not meet the minimum threshold performance targets. See How we Performed Against Annual Bonus Targets for 2022 on page 33 and How Our PSU Awards Performed Against Targets on page 37 for more information. | |||||||
PSU design | We discussed long-term incentive design with nearly all shareholders that we met with. While not an area of significant concern for many investors, the feedback centered on two areas of the 2021 PSU design: ● For some investors, the use of a one-year financial targets with a three-year relative TSR modifier for the performance period. While many investors expressed a general preference for multi-year financial targets in long-term incentive design, most also acknowledged the practical difficulties of GE using such targets during the transitional period in advance of the planned spin-offs. ● To a lesser extent, concern about the use of free cash flow as a metric for both PSUs and annual bonuses. However, most investors stated that the committee is best suited to choose the proper metrics for incentive programs. Many investors acknowledged the importance of free cash flow as a measure of GE performance. | We modified the design of our PSUs to address the primary area of concern in this feedback. Grants of PSUs in 2023 will measure performance based on the average of three consecutive one-year periods with predetermined financial targets set each year, and modified based on three-year relative TSR.* The committee believes this approach is responsive to shareholder feedback and appropriate during the transitional period for the company today. After completion of the planned business separations, GE (which will be GE Aerospace at that time) plans to develop long-term incentive awards that include multi-year financial targets. See Shareholder Feedback on Our PSU Design and Plans to Use Longer Performance Periods Following Spin-Off on page 36 for more information. To provide greater clarity on the committee’s choices about specific performance metrics and targets, we added additional disclosure in the Compensation Discussion & Analysis section. See How We Selected Metrics for the 2022 AEIP, How We Selected Targets for the 2022 AEIP, and How We Selected Metrics and Targets for the 2022 PSUs on pages 32-36. | |||||||
Disclosure | With the scope of GE’s operations across diverse industries, and with the company in a significant period of transition working toward the planned separation into three independent companies, we sought shareholders’ feedback on how our proxy disclosure could be improved. We received many helpful suggestions, and one overarching area of shareholder interest was to hear about how executive compensation is evolving through the planned separation into three independent companies. | We have included a variety of proxy disclosure enhancements informed by the various shareholder feedback. Those include highlighted sections detailing key progress, actions and expectations related to the spin-offs (see the “Our Path Forward” call-out boxes), as well as a redesigned Compensation Discussion & Analysis section and new disclosure about the choice of metrics and targets in the compensation program. |
* | Grants of PSUs in 2022 had already been made at the time of last year’s proxy filing, and the 2022 PSUs have the same design as the 2021 PSUs; however, the 2022 PSUs have been cancelled and will have no payout. |
GE 2023 PROXY STATEMENT 27
AdvisoryApprovalTable ofOur NamedExecutives’ Pay Contents
Compensation Discussion & Analysis
What are you voting on?In accordance with Section 14AThis Compensation Discussion & Analysis section provides a description 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 more specifically, discusses the Board’s policy of providingprocess in determining the 2022 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
Dear GE Shareholders,accordance with SEC rules.
Section | Begins on | |||||||
Overview of Our Executive Compensation Program ● Compensation philosophy ● Key compensation program elements ● Peer group | 29 | |||||||
Key Elements of Compensation for Our Named Executives ● Target compensation structure ● Base salaries ● Annual Executive Incentive Plan ● Long-term incentive compensation ● Plans to use longer performance periods following spin-off | 30 | |||||||
Compensation Actions for 2022 ● Compensation decisions for our CEO ● Compensation decisions for our other named executives | 39 | |||||||
Summary Compensation ● Summary Compensation Table | 42 | |||||||
Incentive Compensation ● Grants of Plan-Based Awards Table ● Outstanding Equity Awards Table ● Options Exercised and Stock Vested Table ● Equity Compensation Plan Information Table | 44 | |||||||
Deferred Compensation ● Description of nonqualified deferred compensation plans ● Nonqualified Deferred Compensation Table | 47 | |||||||
Pension Benefits ● Description of pension plans ● Pension Benefits Table | 49 | |||||||
Potential Termination Payments ● Description of employment agreements, offer letters & severance plan ● Policy on shareholder approval of severance & death benefits ● Potential Benefits Upon Termination or Change of Control Tables | 51 | |||||||
Other Executive Compensation Policies & Practices ● Roles and responsibilities ● Use of compensation consultants ● Clawback policy ● Compensation risk assessment ● Stock ownership & equity grant policies | 56 | |||||||
Management Development & Compensation Committee Report ● Report by the | 57 |
28GE 20212023 PROXY STATEMENT27
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, as with Carolina and John, is a complex but worthwhile undertaking to build the right team for GE. In addition to these notable external hires, we spent time as a committee in the past year on management development, including reviews of key positions 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.
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
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28 GE 2021 PROXY STATEMENT
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.
Compensation Philosophy
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.● ● 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 compensationelements balancing short-term and long-term considerations. ● 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.● The committee continues to increase the portion of our executive compensation delivered in the form of long-term equity incentive compensation, rather than cash, to further align our executives with investors’ interests. | |
Attract and | ● ● | |
No Excessive | ● Our equity awards have specific holding and retention requirements for senior executives, which● |
Key Compensation Program Elements
The table below sets forth the primary elementskey components of our executive compensation programs.
2020 COMPENSATION PROGRAM FRAMEWORK: PRIMARY ELEMENTSprogram framework.
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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 2023 PROXY STATEMENT 29
Peer Group and Benchmarking DETERMINING OUR PEER GROUP. Since 2019, the committee has used a peer group for compensation benchmarking purposes. Based on the criteria set forth below, the committee reviews the peer group each year. 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 |
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3M | Honeywell | ||
Abbott Laboratories | HP | ||
Boeing | IBM | ||
Caterpillar | Intel | ||
Chevron | Johnson Controls | ||
Cisco | Johnson & Johnson | ||
Deere | Lockheed Martin | ||
DuPont | Medtronic | ||
Exxon Mobil | Northrup Grumman | ||
Ford | Raytheon | ||
General Dynamics | Technologies | ||
General Motors | United Parcel Service | ||
HOW WE USE THE PEER GROUPGROUP. . In 2019, our Management Development & Compensation Committee adopted a peer group for compensation benchmarking purposes. We useThe 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 on the peer group, see “Other Executive
OUR PATH FORWARD | CHANGES TO THE 2023 PEER GROUP. In 2022, Exxon and Chevron were removed from the peer group for 2023 because their size and market capitalization are no longer comparable to GE. The committee also approved the removal of healthcare industry peers Abbott Laboratories, Johnson & Johnson and Medtronic from the peer group for 2023 to reflect the spin-off of GE HealthCare. |
Key Elements of Compensation Practices and Policies” on page 53.
GE 2021 PROXY STATEMENT 29for 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 2022 named executives, who were determined in accordance with SEC rules: Mr. Culp, Ms. Dybeck Happe, Mr. Arduini, Mr. Slattery 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. Stokes. See “Compensation Actions for 2020” 2022 on page 3539 for amounts paidspecific details about the compensation for each of these named executives.
Target Compensation Structure for Our CEO and Other 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:
CEO TARGET COMPENSATION | AVERAGE 2022 TARGET COMPENSATION FOR OTHER NEOs | |
Mr. Culp’s target compensation as depicted above includes an annual equity grant of performance stock units with a grant date fair value of $15 million, in accordance with his employment agreement. As previously reported, in 2022 Mr. Culp received a PSU award with a grant date fair value of $5 million. The average target compensation for other NEOs depicted above is based on year-end salary and target short- and long-term incentive awards for 2022.
30 GE 2023 PROXY STATEMENT
Base Salaries
The table below shows the annual base salaries as of January 1, 2022, for our named executives as well as how we assessedset by the committee, which were determined based on the scope of their individual performance.responsibilities, their leadership skills and values, and their performance and length of service. There were no changes to the annual base salaries of any of our named executives from their 2021 levels.
2022 NAMED EXECUTIVES | 2022 BASE SALARY | ||
H. Lawrence Culp, Jr., Chairman and Chief Executive Officer, GE and Chief Executive Officer, GE Aerospace | $ | 2,500,000 | |
Carolina Dybeck Happe, Senior Vice President and Chief Financial Officer, GE | $ | 1,500,000 | |
Peter Arduini, President and Chief Executive Officer, GE HealthCare* | $ | 1,250,000 | |
John Slattery, Executive Vice President and Chief Commercial Officer, GE Aerospace | $ | 1,250,000 | |
Russell Stokes, President and Chief Executive Officer, Commercial Engines and Services, GE Aerospace | $ | 1,400,000 |
* | Following the spin-off of GE HealthCare on January 3, 2023 that separated GE HealthCare Technologies Inc. from GE, Mr. Arduini is no longer employed by GE. |
Annual Executive Incentive Plan
Annual Bonuses
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 2022 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 unit. For our named executives, individual target bonusesaward percentages are typically set atbetween 100-150% of salary.base salary, based on their respective position and alignment with peer compensation practices.
In February followingEach year, the committee evaluates and sets AEIP performance metrics and targets for Corporate (based on total company performance) and business units during the first quarter of the performance period,year. Following the conclusion of the performance year, the committee assesses total company and business unit 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.
For 2022, 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 unit 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 2022 bonuses for our named executives.
| NAMED EXECUTIVE 2022 BONUS DETERMINATIONS | |||||||||
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BASE SALARY | TARGET AWARD PERCENTAGE | FINANCIAL PERFORMANCE | SAFETY MODIFIER (+/-10%) | |||||||
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GE 20212023 PROXY STATEMENT31
How We Evaluated Business PerformanceSelected Metrics for the 2022 AEIP
The committee selects performance metrics for the AEIP that are aligned with furthering the company’s and Set Bonus Poolsbusiness units’ goals for 2020In light of the unprecedented challenges thatyear. For 2022, as in recent years, the company faced in 2020 as a result of the COVID-19 pandemic and the resulting global economic downturn, the committee decided it was appropriate to exercise discretion in determining bonus pools for 2020. Primarily, the committee evaluated actual performance of the AEIP’sselected financial metrics against the original performance goals. Then, a framework was established to take into account (1) the financial performance against a re-weighted composite 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-yearwere based upon total company 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 each of the business units performed relative to the targets under the AEIP for the 2020 performance period.
CORPORATE. For our Corporate named executives—Mr. Culp, Mses. Dybeck Happeexecutives, and Miller—bonuses were evaluated based upon the achievement of performance goalsbusiness unit results for named executives who lead individual businesses. The metrics 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 cash2022 AEIP and manage our debt obligations, strengthening our capacity to work through the uncertainties triggered by the pandemic. Although thetheir respective weightings for Corporate payout would have been 0% based on the metrics established prior 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.business unit named executives, are listed below.
2022 AEIP PERFORMANCE METRICS AND WEIGHTING
ORGANIC REVENUE GROWTH* | PROFIT | ORGANIC MARGIN EXPANSION* | FREE CASH FLOW* | SAFETY MODIFIER | ||||||
Corporate | 25% | 25%** | 25% | 25% | +/- 10% | |||||
Aerospace | 25% | 25% | 25% | 25% | +/- 10% | |||||
HealthCare | 50% | 12.5% | 12.5% | 25% | +/- 10% | |||||
Renewable Energy | 50% | 50% | +/- 10% | |||||||
Power | 50% | 50% | +/- 10% |
* | ||||||||||||
| Non-GAAP |
** | For Corporate, we used total company adjusted profit, a non-GAAP Financial Measure. |
The committee selected these metrics to incentivize strong performance across key drivers of long-term value creation, and also to reflect how the business units are managed. In 2022, the committee introduced profit as an AEIP metric for business-unit employees and adjusted profit as an AEIP metric for Corporate employees to incentivize profitable growth as we transition to three independent companies. The selection of metrics, the determination of the business units to which they applied, and the relative weighting of each, were a function of the unique context for the company and each business unit.
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 page 75 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 unit 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 are 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.
For the 2023 AEIP the committee selected the following financial performance metrics: free cash flow (40% weighting), organic revenue growth (20% weighting), and profit or adjusted profit (as applicable) (40% weighting) for each of Corporate (based on total company) and the business units. 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 also maintained the safety modifier to increase or decrease the award by up to 10%.
How We Selected Targets for the 2022 AEIP
The committee establishes targets and 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 business units that our CEO, CFO and business unit CEOs establish, and the committee approves the performance levels for compensation purposes. 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 bonus. Awards are also subject to a 10% safety modifier. For the 2022 AEIP, named executives could receive between 0% and 150% of their target award.
32 GE 2023 PROXY STATEMENT
How We Performed Against Annual Bonus Targets for 2022
The following charts set forth the results for named executives relative to their respective targets under the AEIP for 2022. These results are formulaic and based only on the predetermined targets for Corporate and the businesses listed.
CORPORATE. For our Corporate named executives — Mr. Culp and Ms. Dybeck Happe — bonuses were based upon performance targets for the company as a whole.
AEIP FINANCIAL PERFORMANCE METRICS | THRESHOLD (50%) | TARGET (100%) | MAXIMUM (150%) | RESULT | WEIGHT | SAFETY PERFORMANCE MODIFIER (+/- 10%) | COMBINED RESULT | |||||||||
Total Company Organic Revenue Growth* | 56% | |||||||||||||||
Total Company Adjusted Profit ($M)* | 0% | |||||||||||||||
Corporate | 0% | 14% | ||||||||||||||
Total Company Organic Margin Expansion (bps)* | 0% | |||||||||||||||
Total Company Free Cash Flow ($M)* | 0% | |||||||||||||||
AEROSPACE. Mr. Slattery’s bonus was based upon performance targets for the AviationAerospace business, for which he isserved as 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% based on the metrics established prior to the COVID-19 pandemic, the business executed strongly on operational priorities,CEO until June 2022 and as well as cost and cash actions designed to mitigate the impact of COVID-19, 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.Chief Commercial Officer thereafter.
AEIP POOL PERFORMANCE METRICS | THRESHOLD (50%) | TARGET (100%) | MAXIMUM (150%) | WEIGHT | RESULT | ADJUSTED BONUS POOL PAYOUT | ||||||
Aviation (Slattery) | Free Cash Flow ($M)* | 50% | Below Threshold | 65% | ||||||||
Organic Margin Expansion (bps)* | 25% | Below Threshold | ||||||||||
Organic Revenue Growth* | 25% | Below Threshold |
| AEIP FINANCIAL PERFORMANCE METRICS | THRESHOLD (50%) | TARGET (100%) | MAXIMUM (150%) | RESULT | WEIGHT | SAFETY PERFORMANCE MODIFIER (+/- 10%) | COMBINED RESULT | ||||||||
Aerospace Organic Revenue Growth* | 0% | |||||||||||||||
Aerospace Profit ($M) | 149% | |||||||||||||||
Aerospace | +5% | 117% | ||||||||||||||
Aerospace Organic Margin Expansion (bps)* | 150% | |||||||||||||||
Aerospace Free Cash Flow ($M)* | 150% | |||||||||||||||
* | Non-GAAP |
GE 20212023 PROXY STATEMENT 3133
GAS POWER. COMMERCIAL ENGINES & SERVICES, AEROSPACE. As CEO of the Commercial Engines & Services business, Mr. Strazik’sStokes’s bonus was based upon50% on Commercial Engine Operations’ performance targets and 50% on Aviation Services’ performance targets; these are sub-businesses within the Gas PowerAerospace business that Mr. Stokes led during 2022. As shown below, the performance metrics for which he is the CEO. The Gas Power business was negatively impacted by the effectsMr. Stokes included a combination of the COVID-19 pandemic but executed strongly on operational improvements including building a lower-risk equipment backlog. The committee determined to adjust upward Gas Power’s bonus pool to 80% of target from a payout level that would have been 75% of target, in light of the progress on operational performanceboth Commercial Engine Operations and the strongAviation Services free cash flow performance (delivering positivetargets as well as a free cash flow one year aheadtarget for the Aerospace business overall to incentivize performance within each of its commitment duethose sub-businesses and horizontally across related functions for Aerospace overall. This reflects the same weighting for the free cash flow metric (25%) as within the AEIP for the Aerospace business overall, but with more specific tailoring to its success in reducing costs and improving working capital).
AEIP POOL PERFORMANCE METRICS | THRESHOLD (50%) | TARGET (100%) | MAXIMUM (150%) | WEIGHT | RESULT | ADJUSTED BONUS POOL PAYOUT | ||||||
Gas Power (Strazik) | Free Cash Flow ($M)* | 50% | Maximum | 80% | ||||||||
Organic Margin Expansion (bps)* | 25% | Below Threshold | ||||||||||
Organic Revenue Growth* | 25% | Below Threshold |
AEIP FINANCIAL PERFORMANCE METRICS | THRESHOLD (50%) | TARGET (100%) | MAXIMUM (150%) | RESULT | WEIGHT | SAFETY PERFORMANCE MODIFIER (+/- 10%) | COMBINED RESULT | |||||||||
Commercial Engine Organic Revenue Growth* | 0% | |||||||||||||||
Commercial Engine Profit ($M) | 150% | |||||||||||||||
Commercial Engine Operations | Commercial Engine Organic Margin Expansion (bps)* | 146% | +5% | |||||||||||||
Commercial Engine Free Cash Flow ($M)* | 150% | |||||||||||||||
Aerospace Free Cash Flow ($M)* | 150% | |||||||||||||||
118% | ||||||||||||||||
Aviation Services Organic Revenue Growth* | 105% | |||||||||||||||
Aviation Services Profit ($M) | 106% | |||||||||||||||
Aviation Services | Aviation Services Organic Margin Expansion (bps)* | 100% | +5% | |||||||||||||
Aviation Services Free Cash Flow ($M)* | 138% | |||||||||||||||
Aerospace Free Cash Flow ($M)* | 150% | |||||||||||||||
AEIP POOL PERFORMANCE METRICS** | THRESHOLD (50%) | TARGET (100%) | MAXIMUM (150%) | WEIGHT | RESULT | ADJUSTED BONUS POOL PAYOUT | ||||||
Healthcare (Murphy) | Free Cash Flow ($M)* | 34% | Maximum | 125% | ||||||||
Organic Margin Expansion (bps)* | 33% | Maximum | ||||||||||
Organic Revenue Growth* | 33% | Above Target |
* | Non-GAAP |
** |
POWER PORTFOLIO. 34 The Power Portfolio business was negatively impacted by the effects of the COVID-19 pandemic, but executed strongly on operational improvements. The committee determined to adjust upward Power Portfolio’s bonus pool from a payout level of 63% to 80% of target in light of the business’ performance against mid-year forecasts and meeting expectations on the specified operational goals.
32 GE 20212023 PROXY STATEMENT
OverviewHEALTHCARE. Mr. Arduini’s bonus was based upon performance targets for the HealthCare business, of which he was the CEO during 2022 before the spin-off of that business in January 2023.
AEIP FINANCIAL PERFORMANCE METRICS | THRESHOLD (50%) | TARGET (100%) | MAXIMUM (150%) | RESULT | WEIGHT | SAFETY PERFORMANCE MODIFIER (+/- 10%) | COMBINED RESULT | |||||||||
HealthCare Organic Revenue Growth* | 104% | |||||||||||||||
HealthCare Profit ($M) | 0% | |||||||||||||||
HealthCare | +5% | 57% | ||||||||||||||
HealthCare Organic Margin Expansion (bps)* | 0% | |||||||||||||||
HealthCare Free Cash Flow ($M)* | 0% | |||||||||||||||
RENEWABLE ENERGY. There were no named executives from the Renewable Energy business for 2022.
AEIP FINANCIAL PERFORMANCE METRICS | THRESHOLD (50%) | TARGET (100%) | MAXIMUM (150%) | RESULT | WEIGHT | SAFETY PERFORMANCE MODIFIER (+/- 10%) | COMBINED RESULT | |||||||||
Renewable Energy Profit ($M) | 0% | |||||||||||||||
Renewable Energy | 0% | 0% | ||||||||||||||
Renewable Energy Free Cash Flow ($M)* | 0% | |||||||||||||||
POWER. There were no named executives from the Power business for 2022.
AEIP FINANCIAL PERFORMANCE METRICS | THRESHOLD (50%) | TARGET (100%) | MAXIMUM (150%) | RESULT | WEIGHT | SAFETY PERFORMANCE MODIFIER (+/- 10%) | COMBINED RESULT | |||||||||
Power Profit ($M) | 56% | |||||||||||||||
Power | +5% | 108% | ||||||||||||||
Power Free Cash Flow ($M)* | 150% | |||||||||||||||
* | Non-GAAP Financial Measure. For information on how these metrics are calculated, see Explanation of Non-GAAP Financial Measures and Performance Metrics on page 75. |
GE 2023 PROXY STATEMENT 35
Long-Term Incentive CompensationIn recent years,
As part of our annual compensation program, we 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 2020,2022, our annual equity incentive awards for seniornamed executives other than Mr. Culp (who only received PSUs) were 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 named executives on particular goals, including long-term operating goals. Consistent with this philosophy, in recent years we have expanded the number of senior leaders receiving PSU awards to drive greater alignment between these executives and shareholders. PSUs 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 retain the named executives by offering them the opportunity to receive GE stock if the performance goals are achieved and if they are still employed by us on the date the restrictions lapse.
OUR CEO’S LONG-TERM INCENTIVE AWARDS ARE ENTIRELY PERFORMANCE-BASED. Since he was hired in 2018, all of Mr. Culp’s equity awards have been in the form of either PSUs or Performance Shares, as agreed in his employment agreement.performance-based equity. By granting Mr. Culp solely performance-based equity, the committee has put more oftied Mr. Culp’s compensation at risk, providing himto long-term shareholder value creation.
Performance Stock Units
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. In the 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 increased incentivethe company’s long-term strategic objectives and contribute to drive longer-term improvementsthe 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 2022 PSUs.
The performance metrics and targets our 2022 PSUs were approved by the committee in February 2022, prior to the publication of last year’s proxy statement. See Shareholder Feedback on PSU Design on page 36 for a description of the changes we made to our 2023 PSUs is response to subsequent feedback from our shareholders.
The annual PSU awards granted to the named executives in 2022 had a three-year period, based on 2022 adjusted earnings per share (50% weighting) and free cash flow (50% weighting) performance against target levels and subject to modification of +/- 20% based on three-year relative TSR performance versus the S&P 500 Industrials Index, with results interpolated for performance between threshold, target and maximum levels. 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 that receive the PSUs with the same performance target, in contrast to the metrics used in our AEIP that for business unit employees 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. In 2022, company performance was below the threshold level for adjusted earnings per share and free cash flow in the 2022 PSU awards, resulting in no PSUs being earned. Accordingly, the 2022 PSU awards were cancelled in February 2023 with no payout.
SHAREHOLDER FEEDBACK ON OUR PSU DESIGN.
In response to shareholder feedback, we adopted a new design for the PSU awards granted to named executives in 2023. These awards 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, target and maximum. 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 transitional period for the company today. The PSUs continue to use the total company performance metrics of adjusted earnings per share and free cash flow, which continue to be important measures for the company’s performance and, as total company metrics, are differentiated from the metrics applicable to business-level employees under the AEIP.
OUR PATH FORWARD | PLANS TO USE LONGER PERFORMANCE PERIODS FOLLOWING SPIN-OFF. It has been a challenge to set long-term financial targets while we have been in the midst of significant transformation into three independent public companies. After completion of the planned business separations, GE (which will be GE Aerospace at that time) plans to develop long-term incentive awards that include multi-year financial targets. We also anticipate that GE HealthCare and GE Vernova as standalone companies will do so as well, as ultimately will be determined by the compensation committees for those companies |
36 GE 2023 PROXY STATEMENT
How Our PSU Awards Performed Against Targets
2020. The annual PSU awards granted to the named executives in 2020 used a three-year performance period based on GE’s relative TSR performance versus the S&P 500 Industrials Index, with results interpolated for performance between threshold, target and maximum.
PERFORMANCE GOAL | THRESHOLD EARN 25% | TARGET EARN 100% | MAXIMUM EARN 175% | WEIGHTING | STATUS | ||||||
Relative TSR | 2020 PSUs HAD NO PAYOUT. The company did not achieve the threshold level of performance for the payout of these awards, and accordingly, in February 2023 the committee cancelled all 2020 PSUs with no payout. | ||||||||||
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 and total company free cash flow 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.
PERFORMANCE GOAL | THRESHOLD EARN 25% | TARGET EARN 100% | MAXIMUM EARN 175% | WEIGHTING | STATUS | ||||||
Adjusted Earnings per Share* | 2021 PSUs REMAIN SUBJECT TO THREE-YEAR RELATIVE TSR. | ||||||||||
Total Company Free Cash Flow ($M)* | The 2021 PSUs performed above the maximum level for the adjusted earnings per share and free cash flow performance metrics. The awards remain subject to the three-year relative TSR modifier, which will determine the number of shares earned. | ||||||||||
Relative TSR | +/- 20% modifier | Results will be certified by the committee in February 2024. | |||||||||
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. The annual PSU awards granted to the named executives in 2022 used a three-year performance period based on GE’s 2022 adjusted earnings per share and total company free cash flow 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.
PERFORMANCE GOAL | THRESHOLD EARN 25% | TARGET EARN 100% | MAXIMUM EARN 175% | WEIGHTING | STATUS | ||||||
Adjusted Earnings per Share* | 2022 PSUs HAD NO PAYOUT. 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. | ||||||||||
Total Company Free Cash Flow ($M)* | |||||||||||
Relative TSR | +/- 20% modifier | ||||||||||
* | Non-GAAP Financial Measure. For information on how these metrics are calculated, see Explanation of Non-GAAP Financial Measures and Performance Metrics on page 75. |
GE 2023 PROXY STATEMENT 37
OTHER PERFORMANCE STOCK UNIT AWARD.
On January 3, 2022, Mr. Arduini became President and Chief Executive Officer of GE HealthCare, after joining GE as an employee in December 2021. In connection with becoming Chief Executive Officer of GE HealthCare, in February 2022, he received a PSU award (New Hire PSU Award). Mr. Arduini’s New Hire PSU Award is eligible to vest on March 1, 2025, in an amount between 0% and 150% of the target number of PSUs, based on the final average achievement of annual performance objectives set for each of 2022, 2023 and 2024. For 2022, the committee chose annual performance metrics, which consisted of HealthCare free cash flow (25% weighting), organic margin expansion (12.5% weighting), organic revenue growth (50% weighting) and profit (12.5% weighting), in each case with respect to the HealthCare business, subject to modification of +/- 10% for safety performance. The performance metrics and targets established for the 2022 performance year reflected GE HealthCare's status as a business within GE, rather than a standalone public company, and therefore aligned with GE's established metrics and targets for that business. GE HealthCare, as a standalone company, will determine performance metrics and targets for the remaining performance years. In January 2023, Mr. Arduini’s New Hire PSU Award was converted into GE HealthCare PSUs and remains subject to the performance conditions.
RESTRICTED STOCK UNITS AND STOCK OPTIONS.
WHY 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):
|
|
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.
20202022 RSUs AND STOCK OPTIONS. The annual awards of RSUs and stock options granted in 2020 generally2022 will vest in two equal installments on the second and third anniversary of the grant date.
2019 PSUs. TheOUR POLICY ON DIVIDEND EQUIVALENTS.
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.
OUR PATH FORWARD | |||||||||||
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In the GE HealthCare (GEHC) spin-off in January 2023, GE shareholders received a distribution of one share of GE HealthCare common stock for every three shares of GE common stock held. Because unvested equity awards held by GE employees were not eligible to receive a distribution of GEHC shares, the company made equitable adjustments designed to preserve the pre-spin-off value of those awards following the reduction in parent company stock price that occurs when a significant business is distributed to shareholders in a spin-off. In advance of the spin-off, the committee established conversion ratios to govern the adjustments that, depending on the type of award, either were based on a comparison of the pre-spin-off GE stock price to the post-spin-off GE and GEHC stock prices or were the same as the ratio used to establish the number of GEHC shares distributed to GE shareholders in the spin-off. The approach for these equitable adjustments was to align employees with their business assignments and roles relative to the 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. 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 generally subject to the same vesting conditions and other terms prior to the spin-off, except that (i) the annual 2021 PSU awards now held by GE employees will measure GE’s relative TSR |
38GE 20212023 PROXY STATEMENT33
2018 PSUs CANCELLED. The PSUs granted to the named executives in 2018 (excluding the PSU award granted to Mr. Culp) had similar terms to those that were granted to all executives in 2019, with an approximately three-year performance period based on GE’s TSR versus the S&P 500, except that the performance period for the 2018 PSUs ran from February 26, 2018 through December 31, 2020. In February 2021, the committee cancelled the PSUs that were granted to executives in 2018, including Ms. Miller and Mr. Murphy, because the company did not achieve the performance goal.
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 2022GE 2021 PROXY STATEMENT
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2022 Performance Highlights As ● Leading the execution of GE’s strategy to form three independent, investment-grade companies, including the successful spin-off of GE HealthCare and the recruitment of new directors to the boards of GE and GE HealthCare ● Continuing to lead GE’s enterprise-wide focus on operational improvement and execution by more deeply embedding lean and decentralization across the company ● Assuming an expanded leadership role beginning in June 2022 as the CEO of our Aerospace business, which delivered strong financial results amidst the demand ramp for engines and services with the industry’s ongoing recovery from the peak of the COVID-19 pandemic | H. Lawrence Culp, Jr. CHAIRMAN & CEO Age: 59 Education: Washington College; MBA, Harvard Business School GE Tenure: 4 Years | ||||
Response to Shareholder Feedback In | ||||||
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Annual CEO Pay Structure
● | Salary. Upon his appointment as CEO, Mr. Culp’s salary was set at $2,500,000 under his 2018 employment |
● | Bonus. Mr. Culp’s bonus target is set at 150% of salary and has not changed since his appointment as CEO. |
● | Annual equity awards. |
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 20212023 PROXY STATEMENT 3539
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
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CURRENT AND PRIOR ROLES Senior Vice President & CFO, GE (since March 2020); former CFO and Executive committee member, A.P. Moller-Maersk A/S (2019-2020); former Executive
2022 Performance Highlights As CFO, Ms. Dybeck Happe ● Developing the annual budget and delivering on the company’s financial goals, including solid revenue growth, margin expansion and free cash flow in 2022 ● Surpassing $100 billion of gross debt reduction since 2018, evidencing the company’s significant progress in recent years to ● Leading the finance, treasury and digital technology functions through separation activities in connection with the planned spin-offs, and advising on the execution of | Carolina Dybeck Age: 50 Education: Uppsala University, Sweden GE Tenure: 3 Years | |||
CURRENT AND PRIOR ROLES
2022 Performance Highlights As CEO of the HealthCare business, Mr. Arduini led the successful spin-off of GE HealthCare. Performance highlights during 2022 included: ● Successfully leading the HealthCare business in its preparations to separate from the company, including recruitment and selection of GE HealthCare’s senior leadership team with balance of prior public company experience and legacy customer, market, and product knowledge ● Driving strong operational and financial performance in 2022 for the HealthCare business, including increased annual
| Peter Arduini Age: 58 Education: Northwestern University’s
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LEADERSHIP PSU GRANT. 40In 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 20212023 PROXY STATEMENT
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GE 2021 PROXY STATEMENT 37
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2022 Performance Highlights Mr. Slattery served as CEO of ● Leading the Aerospace business during the first half of 2022 amidst the demand ramp for engines and services with the industry’s ongoing recovery from the peak of the COVID-19 pandemic ● Developing and strengthening relationships with customers and industry partners to foster future technological progress and embed lean principles ● Delivering strong orders and focusing on customer support in the ongoing growth across engines and services, and across our existing fleet in services | John Slattery Age: 54 Education: University of Glamorgan; GE Tenure: 3 Years | |||
Changes for 2023 Compensation: Consistent with the change in his job responsibilities during 2022, the committee approved an annual equity grant in 2023 for Mr. Slattery | |||||
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| CURRENT AND PRIOR ROLES President and CEO,
2022 Performance Highlights As CEO of ● Realigning Commercial Engines & Services as an integrated P&L to better serve customer priorities, and driving operational improvements that resulted in improved orders, revenues, and profit margins in 2022 for the largest business unit ● Implementing lean processes globally to improve turnaround time, contract selectivity, and ● Expanding our global maintenance, repair and overhaul network to | Russell Stokes Age: 51 Education: Cleveland State University GE Tenure: 26 Years | |||
Changes for 2023 Compensation: Consistent with his expanded operational responsibilities during 2022, the committee | |||||
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38 GE 20212023 PROXY STATEMENT41
Summary Compensation Table
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 | 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 | ||||||||||||||||||||
2020 | $ | 653,409 | 0 | $ | 72,054,874 | $ | 0 | $ | 0 | $ | 463,799 | $ | 19,950 | $ | 73,192,032 | |||||||||||||||||||||
Carolina Dybeck Happe SVP & CFO | 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 | ||||||||||||||||||||
2020 | $ | 1,250,000 | $ | 1,325,000 | $ | 10,415,106 | $ | 9,500,003 | $ | 0 | $ | 246,010 | $ | 1,032,906 | $ | 23,769,025 | ||||||||||||||||||||
Peter Arduini SVP, GE and CEO, HealthCare | ||||||||||||||||||||||||||||||||||||
2022 | $ | 1,250,000 | $ | 0 | $ | 6,135,961 | $ | 2,099,996 | $ | 890,625 | $ | 0 | $ | 120,520 | $ | 10,497,102 | ||||||||||||||||||||
John Slattery EVP & CCO Aerospace | 2022 | $ | 1,250,000 | $ | 0 | $ | 4,024,812 | $ | 1,800,006 | $ | 1,462,500 | $ | 105,114 | $ | 138,843 | $ | 8,781,275 | |||||||||||||||||||
2021 | $ | 1,250,000 | $ | 1,337,500 | $ | 4,323,123 | $ | 1,799,998 | $ | 0 | $ | 292,217 | $ | 451,616 | $ | 9,454,454 | ||||||||||||||||||||
2020 | $ | 588,768 | $ | 1,375,000 | ** | $ | 2,097,221 | $ | 2,399,998 | $ | 0 | $ | 87,815 | $ | 4,685,336 | $ | 11,234,138 | |||||||||||||||||||
Russell Stokes SVP, GE & CEO Commercial Engines & Services | 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 | ||||||||||||||||||||
2020 | $ | 1,400,000 | $ | 1,300,000 | $ | 7,267,127 | $ | 1,050,002 | $ | 0 | $ | 5,919,977 | $ | 89,573 | $ | 17,026,679 |
* | |
** | |
Includes $1.0 million signing bonus for Mr. Slattery, pursuant to his offer letter agreement. | |
SALARY. Base salaries for our named executives depend on the scope of their responsibilities, their leadership skills and values, and their performance and length of service. Salary increases for senior executives are assessed on a case-by-case basis 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. AsMr. Culp voluntarily forfeited 74% of Aprilhis salary for 2020, in light of the business challenges and economic uncertainty resulting from the COVID-19 pandemic, Mr. Culp voluntarily forfeited his salarypandemic. See Base Salaries on page 31 for the remainder of 2020. The salary amount for Ms. Miller is through her departure on September 30, 2020.more information.
BONUS. Amounts earned under our annual cash bonus program.the AEIP in 2020 and 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 with the Gas Power Free Cash Flow2022, see Non-Equity Incentive Program.Plan Compensation. See “Overview of OurAnnual Executive Incentive Compensation Plans” Planon page 3031 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, granted in the years shown. Generally, the aggregate grant date fair value is the amount that the company expects to expense for accounting purposes over the award’s vesting schedule and does not correspond to the actual value that the named executives will realize from the award. In particular, the actual value of PSUs and performance shares received are different from the accounting expense because it depends on performance. For example, as described under “2018 PSUs Cancelled” on page 34,37, the 20182020 and 2022 PSU grants were cancelled by the committee and as a result, none of our
named executives received a payout for these awards. Although theWhen PSUs wereawards are cancelled, GE does not adjust the related amounts previously reported as compensation in the year of the PSU award to reflect the cancellation. For Ms. Miller,In accordance with SEC rules, the reported amountaggregate grant date fair value of the 2022 PSUs and the 2022 portion of Mr. Arduini’s New Hire PSU 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 2022 PSUs would have been as follows: Culp ($7,818,428), Dybeck Happe ($3,887,734), Arduini ($7,603,440), Slattery ($4,665,328), and Stokes ($2,954,684) and the grant date fair value of the New Hire PSU Award would have been $2,160,517. Portions of Mr. Arduini’s New Hire PSU Award are tied to performance goals for 2020 relates to2023 and 2024 that were not set at the modificationtime of certain awards under the termsgrant, and in accordance with SEC rules, no value was estimable for those portions at the time of her separation agreement.the grant. A fair value for those portions will be disclosed in future years once the targets are known and the value is estimable. See the 2022 Grants of Plan-Based Awards Table on page 44 for additional information for PSUs and RSUs granted in 2022.
STOCK OPTIONS. Aggregate grant date fair value of option awards granted in the years shown. These amounts reflect the company’s accounting expense and do not correspond to the actual value that the named executives will realize. For information on the assumptions used in valuing a particular year’s grant, see the note on Share-Based Compensation in GE’s financial statements in our annual report on Form 10-K.10-K for 2022. See the Long-Term Incentive Compensation2022 Grants of Plan-Based Awards Table on page 4144 for additional information on 20202022 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. See the 2022 Grants of her separation agreement.Plan-Based Awards Table on page 44 and Annual Executive Incentive Plan on page 31 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 |
NAME | CHANGE IN PENSION VALUE | ABOVE MARKET EARNINGS | ||||||
Culp | $ | 151,653 | $ | 0 | ||||
Dybeck Happe | $ | 0 | $ | 0 | ||||
Arduini | $ | 0 | $ | 0 | ||||
Slattery | $ | 105,114 | $ | 0 | ||||
Stokes | $ | 0 | $ | 3,217 |
GE 2021 PROXY STATEMENT 39
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” Benefits on page 4649 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 2020.2022. See “Deferred Compensation” Compensation on page 4447 for additional information.
42 GE 2023 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 2020,2022, 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 BENEFITS | RELOCATION AND EXPATRIATE TAX BENEFITS | OTHER | TOTAL | LIFE INSURANCE PREMIUMS | COMPANY CONTRIBUTIONS TO SAVINGS PLANS | COMPANY CREDITS TO RESTORATION PLAN | RELOCATION AND EXPATRIATE BENEFITS | RELOCATION AND EXPATRIATE TAX BENEFITS | OTHER | TOTAL | |||||||||||||||||||||||||||||||||||
Culp | $ | 0 | $ | 19,950 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 19,950 | $ | 0 | $ | 21,350 | $ | 0 | $ | 0 | $ | 0 | $ | 0 | $ | 21,350 | |||||||||||||||||||||
Dybeck Happe | $ | 0 | $ | 9,950 | $ | 0 | $ | 604,756 | $ | 402,931 | $ | 15,269 | $ | 1,032,906 | $ | 0 | $ | 9,150 | $ | 0 | $ | 429,913 | $ | 2,664,677 | $ | 20,928 | $ | 3,124,668 | |||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||
Arduini | $ | 0 | $ | 21,350 | $ | 74,970 | $ | 0 | $ | 0 | $ | 24,200 | $ | 120,520 | |||||||||||||||||||||||||||||||||||
Slattery | $ | 0 | $ | 19,950 | $ | 0 | $ | 2,703,099 | $ | 1,951,782 | $ | 10,505 | $ | 4,685,336 | $ | 0 | $ | 21,350 | $ | 0 | $ | 69,164 | $ | 44,651 | $ | 3,678 | $ | 138,843 | |||||||||||||||||||||
Strazik | $ | 13,646 | $ | 7,125 | $ | 7,883 | $ | 0 | $ | 0 | $ | 0 | $ | 28,654 | |||||||||||||||||||||||||||||||||||
Stokes | $ | 83,521 | $ | 19,825 | $ | 0 | $ | 0 | $ | 0 | $ | 10,076 | $ | 113,422 |
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, these plans were closed to new employees and employees who were not already employed at the relevant band level, including Messrs. Culp, and Slattery, Arduini and Ms. Dybeck Happe.
RETIREMENT SAVINGS PLAN. Company Contributions to Savings Plans. For Ms. Miller and Mr. Strazik, representsRepresents 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. The GE RSP was split into two plans effective January 1, 2023 – one maintained by GE HealthCare, and one maintained by GE. Mr. Murphy is based outsideArduini’s RSP benefits were allocated to the United StatesGE HealthCare Retirement Savings Plan and is ineligible for this program.the other named executives remained in the GE RSP. We anticipate splitting the GE RSP again in anticipation of the planned spin-off of GE Vernova.
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 in 2020 and continued residence outside her home country, which includes the following: (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)142,430), (3) tax preparation services and (4) other relocation benefits. With respect to Mr. Slattery, this columnamount includes the following
benefits provided to him in connection with his relocation from Ireland to GE Aviation’sAerospace’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) andCincinnati, which consists of: educational support for his children ($60,375)69,164). 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 2022, include the following: (1) tax equalization payments ($1,525,298 ) 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, (2) taxes paid in connection with relocation benefits ($334,185), and (3) tax gross-up payments related to the tax benefits ($805,194). Tax benefits were higher in 2022 for Ms. Dybeck Happe partially because they related to multiple tax years. Benefits for Mr. Slattery included taxes paid in connection with relocation benefits ($44,651).
OTHER. Other. Total amount of other benefits provided, none of which individually exceeded the greater of $25,000 or 10% of the total amount of personal benefits for the named executive (except as otherwise described in this section).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) transition credits related to participation in the GE Pension Plan; (4) annual physical examination;examinations; (5) legal and (3)professional fees and (6) incremental costs associated with personal use of aircraft and travel by guests accompanying the executive on business travel on company leaseda company-leased aircraft, such as for catering. Our named executives are permitted to use an aircraft that is leased by the company for personal use, but, to the extent the named executives engaged in such use during 2020,2022, 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 $688,889In addition, the company engages in certain sponsorships and purchases tickets to sporting events in advance for the purposes of her $2.9 million severance benefits that were paidcustomer entertainment. Occasionally, tickets from sponsorship agreements or accruedunused tickets purchased for customer entertainment are made available for personal use by the named executives or other employees. These tickets typically result in no incremental cost to 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.company.
SEC TOTAL. Total. Total compensation, as determined under SEC rules.
40
GE 20212023 PROXY STATEMENT43
Incentive CompensationLong-Term
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 2020,2022, 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 the2022 Grants of Plan-Based Awards Table —
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 these2022. These awards waswere approved under the GE 2007 Long-Term Incentive Plan, a plan that shareholders approved in 2007, 2012 and 2017.2017 (the 2007 LTIP). In 2022, our shareholders approved the GE 2022 Long-Term Incentive Plan (the 2022 LTIP), which replaced the 2007 LTIP. For more information on each of the award types, see “Overview of Long-Term Incentive Compensation” on page 33.36. This table includes PSU awards granted in 2022, which were cancelled without payout as a result of below-threshold performance. This table does not take into account the treatment of outstanding equity awards in 2023 in connection with the GE HealthCare spin-off. See Treatment of Outstanding Equity Awards with GE HealthCare Spin-Off on page 38 for additional details.
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 |
|
ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | ESTIMATED FUTURE PAYOUTS UNDER PSUs | RESTRICTED STOCK UNITS (#) | STOCK OPTIONS (#) | OPTION EXERCISE PRICE | GRANT DATE FAIR VALUE OF AWARDS | |||||||||||||||||||||||||||||||||||||||||
NAME | GRANT DATE | APPROVAL DATE | AWARD TYPE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | |||||||||||||||||||||||||||||||||||||
Culp | AEIP | $ | 93,750 | $ | 3,750,000 | $ | 5,625,000 | |||||||||||||||||||||||||||||||||||||||
3/21/2022 | 3/6/2022 | Annual Equity | 5,542 | 55,424 | 96,992 | $ | 5,000,021 | |||||||||||||||||||||||||||||||||||||||
Dybeck Happe | AEIP | $ | 46,875 | $ | 1,875,000 | $ | 2,812,500 | |||||||||||||||||||||||||||||||||||||||
3/1/2022 | 2/23/2022 | Annual Equity | 2,824 | 28,238 | 49,417 | $ | 2,499,967 | |||||||||||||||||||||||||||||||||||||||
3/1/2022 | 2/11/2022 | Annual Equity | 10,317 | $ | 854,041 | |||||||||||||||||||||||||||||||||||||||||
3/1/2022 | 2/11/2022 | Annual Equity | 45,032 | $ | 92.33 | $ | 1,500,016 | |||||||||||||||||||||||||||||||||||||||
Arduini | AEIP | $ | 0 | $ | 1,562,500 | $ | 2,343,750 | |||||||||||||||||||||||||||||||||||||||
2/23/2022 | 2/23/2022 | New Hire | 0 | 17,316 | 25,974 | $ | 1,440,345 | |||||||||||||||||||||||||||||||||||||||
3/1/2022 | 2/23/2022 | Annual Equity | 3,953 | 39,534 | 69,185 | $ | 3,500,024 | |||||||||||||||||||||||||||||||||||||||
3/1/2022 | 2/11/2022 | Annual Equity | 14,443 | $ | 1,195,592 | |||||||||||||||||||||||||||||||||||||||||
3/1/2022 | 2/11/2022 | Annual Equity | 63,044 | $ | 92.33 | $ | 2,099,996 | |||||||||||||||||||||||||||||||||||||||
Slattery | AEIP | $ | 31,250 | $ | 1,250,000 | $ | 1,875,000 | |||||||||||||||||||||||||||||||||||||||
3/1/2022 | 2/23/2022 | Annual Equity | 3,389 | 33,886 | 59,301 | $ | 2,999,995 | |||||||||||||||||||||||||||||||||||||||
3/1/2022 | 2/11/2022 | Annual Equity | 12,380 | $ | 1,024,816 | |||||||||||||||||||||||||||||||||||||||||
3/1/2022 | 2/11/2022 | Annual Equity | 54,038 | $ | 92.33 | $ | 1,800,006 | |||||||||||||||||||||||||||||||||||||||
Stokes | AEIP | $ | 35,000 | $ | 1,400,000 | $ | 2,100,000 | |||||||||||||||||||||||||||||||||||||||
3/1/2022 | 2/23/2022 | Annual Equity | 2,146 | 21,461 | 37,557 | $ | 1,899,985 | |||||||||||||||||||||||||||||||||||||||
3/1/2022 | 2/11/2022 | Annual Equity | 7,841 | $ | 649,078 | |||||||||||||||||||||||||||||||||||||||||
3/1/2022 | 2/11/2022 | Annual Equity | 34,224 | $ | 92.33 | $ | 1,140,001 |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
Amounts shown are the threshold, target and maximum potential payouts under the AEIP for 2022. The payout under the 2022 AEIP can range from zero for below threshold performance against all financial performance measures to a maximum of 150% of target, based on the maximum level of achievement of all financial performance measures. The actual 2022 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 Annual Executive Incentive Plan on page 31.
Estimated Future Payouts Under PSUs
Amounts shown are the threshold, target and maximum number of PSUs that could be earned under awards granted in 2022. The payout of the 2022 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. The payout of Mr. Arduini’s New Hire PSU Award can range from zero for below threshold performance against all performance measures to a maximum of 150% of target, based on the maximum level of achievement of all performance measures. For more information on 2022 PSU awards and Mr. Arduini’s New Hire PSU Award, see pages 36 and 38, respectively.
Option Exercise Price
Stock option exercise prices reflect the closing price of GE stock on the grant date.
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 |
44 GE 20212023 PROXY STATEMENT41
Outstanding Equity Awards TableThe following table — also known as the2022 Outstanding Equity Awards at Fiscal Year-End Table —
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, Performance Sharesperformance shares and PSUs for which vesting conditions were not yet satisfied as of December 31, 2020.2022. The table does not include PSU awards granted in 2020 and 2022, which were cancelled without payout as a result of below-threshold performance.
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 does not take into account the treatment of outstanding equity awards in 2023 in connection with the GE 2021HealthCare spin-off. See Treatment of Outstanding Equity Awards with GE HealthCare Spin-Off on page 38 for additional details.
NAME OF EXECUTIVE | GRANT DATE | AWARD TYPE | NUMBER OUTSTANDING | PORTION EXERCISABLE | EXERCISE PRICE | EXPIRATION DATE | MARKET VALUE | VESTING SCHEDULE | ||||||||||||||||
Culp | 8/18/2020 | Performance Shares | 1,742,879 | $ | 146,035,831 | 100% in 2024, subject to performance | ||||||||||||||||||
3/1/2021 | PSUs | 256,429 | $ | 21,486,186 | 100% in 2024, subject to performance | |||||||||||||||||||
Dybeck Happe | 3/2/2020 | Options | 51,090 | 25,545 | $ | 89.68 | 3/2/2030 | $ | 0 | 100% in 2023 | ||||||||||||||
3/2/2020 | Options | 257,732 | 0 | $ | 89.68 | 3/2/2030 | $ | 0 | 100% in 2024 | |||||||||||||||
3/2/2020 | RSUs | 5,102 | $ | 427,497 | 100% in 2023 | |||||||||||||||||||
9/3/2020 | PSUs | 205,110 | $ | 17,186,167 | 100% in 2025, subject to performance | |||||||||||||||||||
3/1/2021 | Options | 36,266 | 0 | $ | 104.88 | 3/1/2031 | $ | 0 | 50% in 2023 and 2024 | |||||||||||||||
3/1/2021 | PSUs | 42,739 | $ | 3,581,101 | 100% in 2024, subject to performance | |||||||||||||||||||
3/1/2021 | RSUs | 10,513 | $ | 880,884 | 50% in 2023 and 2024 | |||||||||||||||||||
3/1/2022 | Options | 45,032 | 0 | $ | 92.33 | 3/1/2032 | $ | 0 | 50% in 2024 and 2025 | |||||||||||||||
3/1/2022 | RSUs | 10,317 | $ | 864,461 | 50% in 2024 and 2025 | |||||||||||||||||||
Arduini | 2/23/2022 | PSUs | 17,316 | $ | 1,450,908 | 100% in 2025, subject to performance | ||||||||||||||||||
3/1/2022 | Options | 63,044 | 0 | $ | 92.33 | 3/1/2032 | $ | 0 | 50% in 2024 and 2025 | |||||||||||||||
3/1/2022 | RSUs | 14,443 | $ | 1,210,179 | 50% in 2024 and 2025 | |||||||||||||||||||
Slattery | 7/13/2020 | Options | 67,446 | 44,964 | $ | 53.60 | 7/13/2030 | $ | 2,036,195 | 100% in 2023 | ||||||||||||||
9/2/2020 | Options | 42,938 | 21,469 | $ | 51.52 | 9/2/2030 | $ | 1,385,609 | 100% in 2023 | |||||||||||||||
9/2/2020 | RSUs | 5,796 | $ | 485,647 | 100% in 2023 | |||||||||||||||||||
3/1/2021 | Options | 43,520 | 0 | $ | 104.88 | 3/1/2031 | $ | 0 | 50% in 2023 and 2024 | |||||||||||||||
3/1/2021 | PSUs | 51,286 | $ | 4,297,254 | 100% in 2024, subject to performance | |||||||||||||||||||
3/1/2021 | RSUs | 12,616 | $ | 1,057,095 | 50% in 2023 and 2024 | |||||||||||||||||||
3/1/2022 | Options | 54,038 | 0 | $ | 92.33 | 3/1/2032 | $ | 0 | 50% in 2024 and 2025 | |||||||||||||||
3/1/2022 | RSUs | 12,380 | $ | 1,037,320 | 50% in 2024 and 2025 | |||||||||||||||||||
Stokes | 9/13/2013 | Options | 16,256 | 16,256 | $ | 182.88 | 9/13/2023 | $ | 0 | Fully Vested | ||||||||||||||
9/05/2014 | Options | 32,512 | 32,512 | $ | 200.72 | 9/5/2024 | $ | 0 | Fully Vested | |||||||||||||||
9/11/2015 | Options | 15,216 | 15,216 | $ | 191.92 | 9/11/2025 | $ | 0 | Fully Vested | |||||||||||||||
9/9/2016 | Options | 19,508 | 19,508 | $ | 231.60 | 9/9/2026 | $ | 0 | Fully Vested | |||||||||||||||
9/6/2017 | Options | 26,010 | 26,010 | $ | 191.68 | 9/6/2027 | $ | 0 | Fully Vested | |||||||||||||||
1/29/2018 | Options | 65,024 | 65,024 | $ | 125.20 | 1/29/2028 | $ | 0 | Fully Vested | |||||||||||||||
3/19/2019 | Options | 36,972 | 36,972 | $ | 81.52 | 3/19/2029 | $ | 83,926 | Fully Vested | |||||||||||||||
3/2/2020 | Options | 35,763 | 17,881 | $ | 89.68 | 3/2/2030 | $ | 0 | 100% in 2023 | |||||||||||||||
3/2/2020 | RSUs | 3,571 | $ | 299,214 | 100% in 2023 | |||||||||||||||||||
9/3/2020 | RSUs | 96,451 | $ | 8,081,629 | 50% in 2023 and 2024 | |||||||||||||||||||
3/1/2021 | Options | 25,386 | 0 | $ | 104.88 | 3/1/2031 | $ | 0 | 50% in 2023 and 2024 | |||||||||||||||
3/1/2021 | PSUs | 29,918 | $ | 2,506,829 | 100% in 2024, subject to performance | |||||||||||||||||||
3/1/2021 | RSUs | 7,360 | $ | 616,694 | 50% in 2023 and 2024 | |||||||||||||||||||
3/1/2022 | Options | 34,224 | 0 | $ | 92.33 | 3/1/2032 | $ | 0 | 50% in 2024 and 2025 | |||||||||||||||
3/1/2022 | RSUs | 7,841 | $ | 656,997 | 50% in 2024 and 2025 |
GE 2023 PROXY STATEMENT45
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 market value of awards of RSUs, Performance Sharesperformance shares and PSUs is calculated by multiplying the closing price of GE stock as of December 31, 20202022 ($10.80)83.79) (the last trading day for the year) by the number of shares underlying each award. With respect to the Leadership Performance Shares granted to Mr. Culp on August 18, 2020, and the Leadership PSUs granted to Ms. Dybeck Happe on September 3, 2020, this value assumes satisfaction of the target-levelmaximum-level payout for the awards. With respect to all other PSUs granted,the 2021 PSU awards, this value assumes satisfaction of the threshold-levelmaximum-level payout for the awards. With respect to Mr. Arduini’s New Hire PSU Award, this value reflects target-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’sawards exercise price and the closing price of GE stock as of December 31, 2020.2022.
Vesting Schedule
VESTING SCHEDULE.
Options vest on the anniversary of the grant date in the years shown in the table. See “Potential Termination Payments” Payments on page 4851 regarding other vesting events.events which may result in acceleration of unvested options.
RSUs vest on the anniversary of the grant date in the years shown in the table. See “Potential Termination Payments” Payments on page 4851 regarding other vesting events.events which may result in acceleration of unvested RSUs.
Leadership Performance Shares and Leadership PSUs vest on the anniversary of the grant date in the years shown in the table, solely to the extent that the performance conditions have been achieved. Theachieved at a level to be paid out, as certified by the committee. See Potential Termination Payments on page 51 for additional details regarding events which may result in acceleration of 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.PSUs.
Other PSUs vest at the beginning of the year indicated when the committee certifies thatthe level at which the performance conditionsmetrics have been achieved, unless otherwise stated. The 2018 PSU grants, the 2019 PSU grants and the 2020 PSU grants (other than the Leadership PSUs granted to Ms. Dybeck Happe) are also subject to a one-year holding requirement, regardless of whether the executive has met his or her stock ownership requirements. For further detail on the terms and conditions of the PSU awards, see “Annual EquityLong-Term Incentive Awards” Compensation on page 33.36. See Potential Termination Payments on page 51 regarding events which may result in earlier service-based vesting for the 2021 PSU awards and Mr. Arduini’s New Hire PSU Award, subject to satisfaction of performance conditions.
Option Exercises and Stock Vested Table
The following table shows the number of shares the named executives acquired and the values they realized upon the vesting of RSUsRSU awards during 2020.2022. During the year, none of the named executives exercised stock options and none of them had PSU or performance share awards that were earned.earned, and all of the named executives, other than Messrs. Culp and Arduini, had RSU awards 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” Policies on page 54.57. The 20192021 PSU grants and the 2020 PSU2022 RSU grants (other than the Leadership PSUs granted to Ms. Dybeck Happe) 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 | PSUs & RSUs* | |||||||||||||||
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 | 5,103 | $ | 479,784 | ||||||||||
Arduini | 0 | $ | 0 | 0 | $ | 0 | ||||||||||
Slattery | 0 | $ | 0 | 5,796 | $ | 424,441 | ||||||||||
Stokes | 0 | $ | 0 | 9,717 | $ | 908,389 |
* | Subject to stock ownership requirement for continuing executives; dollar amount represents pre-tax value realized on |
46 GE 2023 PROXY STATEMENT
Equity Compensation Plan Information
The following table provides information regarding outstanding equity awards and shares available for future issuance under all of GE’s equity plans. The number of shares available for future issuance
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, each of which were returned to the pool. This table does not take into account the treatment of outstanding equity awards or GE’s equity plans in 2023 in connection with the GE HealthCare spin-off. See Treatment of Outstanding Equity Awards with GE HealthCare Spin-Off on page 38 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 12/31/2022) | 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 | 31,016 | $ | 142.68 | (a) | |||||||
RSUs | 9,687 | (b) | (a) | ||||||||
PSUs | 2,505 | (b) | (a) | ||||||||
Performance Shares | 1,162 | ||||||||||
Plans not approved by shareholders (Consultants Plan) | |||||||||||
Options | 7 | $ | 182.16 | (c) | |||||||
RSUs | — | (b) | (c) | ||||||||
PSUs | — | (b) | (c) | ||||||||
Total | 44,377 | $ | 142.68 | 74,106 |
(a) | Total shares available for future issuance under the |
(b) | Not applicable. |
(c) | Following approval of the 2022 LTIP, no |
Deferred Compensation
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.
Bonus Deferrals
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.
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 Units (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. |
* None of the bonus deferral options provide for “above-market interest” as defined by the SEC.
44 GE 2021 PROXY STATEMENT
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.
GE 2023 PROXY STATEMENT 47
GE Restoration Plan
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 on page 4649 for information regarding the GE Supplementary Pension Plan). As of December 31, 2022, only Mr. Arduini accrued benefits under the GE Restoration Plan. (See Impact of GE HealthCare Spin-Off on Deferred Compensation Programs, below, for information regarding the impact of the GE HealthCare Spin-Off on Mr. Arduini’s benefit 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 ($290,000305,000 for 2021)2022). 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 Nonqualified Deferred Compensation Table —
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, no2022. No withdrawals or distributions from these plans were made in 2020.2022.
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 2022 | COMPANY CREDITS IN 2022 | DEFERRED BONUS PROGRAM | DEFERRED SALARY PROGRAM | GE RESTORATION PLAN | DEFERRED BONUS PROGRAM | DEFERRED SALARY PROGRAM | GE RESTORATION PLAN | ||||||||||||||||||||||
Culp | $0 | N/A | –$ | 376,275 | N/A | N/A | $ | 1,693,625 | N/A | N/A | ||||||||||||||||||||
Dybeck Happe | $0 | N/A | $ | 0 | N/A | N/A | $ | 0 | N/A | N/A | ||||||||||||||||||||
Arduini | $0 | $ | 74,970 | $ | 0 | N/A | $ | 0 | $ | 0 | N/A | $ | 74,970 | |||||||||||||||||
Slattery | $0 | N/A | $ | 0 | N/A | N/A | $ | 0 | N/A | N/A | ||||||||||||||||||||
Stokes | $0 | N/A | $ | 107 | $ | 8,210 | N/A | $ | 3,716 | $ | 104,799 | N/A |
EXECUTIVE CONTRIBUTIONS IN 2020. 2022. Amounts represent compensation deferred during 2020. This column may not reflect any 2020 compensation2022.
COMPANY CREDITS IN 2022. 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. 2022. 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 2020.2022. 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, 2022. The fiscal year-end balance reported in the table above includes $1.4$2.1 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 $3,610 for deferred bonus and $96,589 for deferred salary for Mr. Stokes that were previously reported in the Summary Compensation TableTable.
Impact of GE HealthCare Spin-Off on Deferred Compensation Programs
In anticipation of the spin-off of GE HealthCare, 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, respectively. Mr. Culp and Mr. Stokes’ 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. Mr. Arduini’s Restoration Plan benefits were allocated to the GE HealthCare Restoration Plan. We anticipate splitting the GE Restoration Plan again in anticipation of the planned spin-off of GE Vernova.
48 GE 2023 PROXY STATEMENT45
Pension Benefits
The company provides retirement benefits to thecertain named executives based in the United States under the same GE Pension Plan and GE Supplementary Pension Plan in which other eligible U.S. employees participate. The GE Pension Plan is a funded, tax-qualified plan. The Supplementary Pension Plan is an unfunded, unsecured obligation of the company and is not qualified for tax purposes. Mr. Murphy participates in the UK Pension Plan on the same terms as other UK-based eligible employees.
GE Pension Plan
ELIGIBILITY AND VESTING. The GE Pension Plan is a broad-based retirement program for U.S.-based employees that has been closed to new participants since 2012 (2011 for salaried new hires). Effective January 1, 2023, the plan has been renamed the GE Aerospace Pension Plan. Employees who began working at GE after the plan was closed, including Messrs. Culp and Slattery and Ms. Dybeck Happe, are not eligible for this plan. Those employees who are eligible generally vest in the plan after five years of qualifying service. The plan also requires employee contributions, which vest immediately. Effective January 1, 2021, participants with salaried benefits 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 equalingRSP equalling 3% of eligible pay (up to the caps imposed under IRS rules), plus two years of transition credits equalingequalling 2% of eligible pay.pay per year. Mr. Arduini was previously employed by GE from 1990 to 2005, and accrued benefits under the GE Pension Plan during that time.
BENEFIT FORMULA. For Ms. MillerMessrs. Stokes and Mr. Strazik,Arduini, the plan provides benefits based primarily on a formula that takes into account their earnings for each fiscal year (through 2020). during which they were employed by GE. 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”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 base salary and up to one-half of bonus payments, but may not exceed an IRS-prescribed limit applicable to tax-qualified plans ($285,000 for 2020). As a result, the maximum incremental annual benefit a named executive could have earned for service in 2020 was $5,145.$5,145, and in 2021 and subsequent years is $0 due to the stoppage of accruals. Over the years, we have made special one-time adjustments to this plan that increased eligible participants’participants pensions, but no adjustment was made in 2020.2022.
TIME AND FORM OF PAYMENT. The accumulated benefit an employee earns is payable after retirement on a monthly basis for life with a guaranteed minimum benefit of five years. The normal retirement age as defined in this plan is 65; however, employees who began working at GE prior to 2005, including Ms. Miller,Messrs. Stokes and Mr. Strazik,Arduini, 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.
TAX CODE LIMITATIONS ON BENEFITS. The tax code limits the benefits payable under the GE Pension Plan. For 2020,2022, the maximum single life annuity a named executive could have received under these limits was $230,000$245,000 per year. This ceiling is actuarially adjusted in accordance with IRS rules to reflect employee contributions, actual forms of distribution and actual retirement dates.
GE Supplementary Pension Plan
ELIGIBILITY. ELIGIBILITY AND VESTING. The GE Supplementary Pension Plan is an unfunded and non-tax-qualified retirement program that is offeredprovides retirement benefits to eligible U.S.-based employees in the executive
band and above, including the named executives. Effective January 1, 2023, the plan has been renamed the GE Aerospace Supplementary Pension Plan. 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,Stokes, the plan provides an annuity benefit above amounts available under the GE Pension Plan (a “supplementary pension benefit”)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”)Executive Retirement Benefit). Effective January 1, 2021, participants eligible for the supplementary pensionSupplementary Pension benefit, including Mr. Strazik,Stokes, stopped accruing that benefit and began accruing an executive retirement benefitExecutive Retirement Benefit for their future credited service. The executive retirement benefitExecutive Retirement Benefit was also closed to new participants and, effective January 1, 2021, new and rehired U.S. executives, including Mr. Arduini, are instead participating in the GE Restoration Plan (described above). Ms. Miller did not vest in or receive any benefits underMr. Arduini forfeited the GE Supplementary Pension Plan.he previously accrued when he left GE in 2005, prior to satisfying the vesting conditions.
Supplementary Pension Benefit
BENEFIT FORMULA. A named executive’s annual supplementary pension,Supplementary Pension benefit, when combined with certain amounts payable under the company’s other pension programs and Social Security, will equal 1.75% of his or her “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. The supplementary pensionSupplementary Pension benefit would be provided to eligible employees, including Mr. Strazik,Stokes, after retirement as monthly payments for life (with a guaranteed minimum benefit of five years), and could not be received in a lump sum. The plan also provides for spousal joint and survivor annuity options. The normal retirement age under the plan is 65; however, executives eligible for this benefit who began working at GE prior to 2005, including Mr. Strazik,Stokes, may retire at age 60 without any reduction in benefits.
Executive Retirement Benefit
BENEFIT FORMULA. A named executive’s executive retirement benefitExecutive Retirement Benefit will equal 18% of his or her earnings credited for retirement benefits for each year of credited service as a GE Officer (as defined in the GE Supplementary Pension Plan), plus 14% of such earnings for each year of credited service as aan Executive Director or Senior Executive Director and 10% of such earnings for each year of credited service as an Executive. The “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.
TIME AND FORM OF PAYMENT. The executive retirement benefitExecutive Retirement Benefit would be provided to Messrs. Culp and Slattery and Ms. Dybeck Happe after retirement as 10 equal annual installment payments and could not be received in a lump sum. 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.
46
GE 20212023 PROXY STATEMENT49
GE Excess Benefits Plan
ELIGIBILITY. The GE Excess Benefits Plan is an unfunded and non-tax-qualified retirement program that is offered to employees whose benefits under the GE Pension Plan are limited by certain tax code provisions. There were no accruals for named executives under this plan in 2020, and beginningBeginning January 1, 2021, no further benefit accruals are permitted for any participants under this plan. Effective January 1, 2023, the plan has been renamed the GE Aerospace Excess Benefits 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 provisions minus the amount actually payable under the GE Pension Plan taking those limitations into account.
TIME AND FORM OF PAYMENT. Benefits for the named executives are generally payable at the same time and in the same manner as their GE Pension Plan benefits.
GE UK Pension PlanELIGIBILITY. The UK GE Pension Plan is broad-based, tax registered and qualified pension program for U.K.-based employees that has been closed to new participants since 2011. Those employees of GE who are eligible to participate in the plan vest after two years of pensionable service. The plan requires employee contributions (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 average of the highest three complete years’ base salary only, less an initial offset in respect of salary subject to social security
retirement benefits, and capped at a plan earnings cap. Both indices are updated and released by Her Majesty’s Revenue and Customs (HMRC) each new tax year. Credit is awarded on this formula for every whole month earnedpermitted 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 Plan.
Pension contributions in excess of this individual limit result in tax at applicable individual rates. All GE employees who were in the executive band and above and members of the UK GE Pension Plan when it was closed to new entrants, including Mr. Murphy, are entitled to accrue additional benefits on a special defined contribution basis. Under these additional benefit provisions, Mr. Murphy is entitled to an annual GE cash contribution of 25% of eligible earnings each year.
TIME AND FORM OF PAYMENT. The UK GE Pension Plan pays out the accumulated benefit after retirement on a monthly basis for life with a guaranteed minimum benefit of five years. The normal retirement age under the plan is 65; however, certain employees with special benefits, may, in accordance with a longstanding discretionary practice, retire at age 60 without any reduction in benefits. Mr. Murphy is not eligible for early retirement under this plan. In addition, the plan provides for social security supplements and a spousal annuity.
TAX CODE LIMITATIONS ON BENEFITS. Benefits from the UK GE Pension Plan are subject to the Lifetime Allowance which measures individual pension accruals/contributions against an overall limit that is updated and released by HMRC each new tax year. For 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, 20202022, 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 2020.2022.
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 | 4 | N/A | N/A | $ | 2,614,456 | N/A | $0 | ||||||||||||||||
Dybeck Happe | 3 | N/A | N/A | $ | 499,591 | N/A | $0 | ||||||||||||||||
Arduini* | 15 | $ | 488,539 | N/A | N/A | $0 | $0 | ||||||||||||||||
Slattery | 2 | N/A | N/A | $ | 485,146 | N/A | $0 | ||||||||||||||||
Stokes** | 24 | $ | 846,376 | $ | 8,150,048 | $ | 409,652 | $0 | $0 |
* |
|
** | Mr. Stokes’s credited service is limited to 24 years under the Pension Plan and the |
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, 2020.2022. 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. StrazikStokes, this is age 60 (notwithstanding that Ms. Miller separated fromfor the companyPension Plan and the Supplementary Pension benefit and age 65 for the Executive Retirement Benefit, and for Mr. Arduini, this is age 60 for the Pension Plan. The present value calculation for Mr. Arduini’s Supplementary Pension does not include the amount he previously accrued and forfeited when he left GE in 2020,2005, prior to reaching age 60).satisfying the vesting conditions. 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 2022, including the statutory discount rate assumption of 2.61% in5.53% for the United StatesGE Pension Plan and 5.50% for the statutory discount rate of 2.41% in the U.K.GE Supplementary Pension Plan and GE 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 GE HealthCare Spin-Off on Pension Plans
In anticipation of the spin-off of GE HealthCare, the GE Pension Plan, the GE Supplementary Pension Plan and the GE Excess Benefits plans were each split into three continuing plans, effective January 1, 2023, to be maintained by GE Aerospace, GE Vernova, and GE HealthCare, respectively. Mr. Arduini’s pension was allocated to the Pension Plan maintained by GE HealthCare. Benefits for U.K. beneficiaries is based uponMr. Culp, Ms. Dybeck Happe and Mr. Slattery remained in the SAPS S2 Normal tables with future generational improvementsExecutive Retirement Benefit portion of the Supplementary Pension Plan to be maintained by GE Aerospace after the GE Vernova spin-off. Mr. Stokes’s benefits remained in line with the CMI 2017 projection model (with a 1.5% improvement trend) as at December 31, 2020.
Pension Plan and Supplementary Pension Plan to be maintained by GE 2021Aerospace after the planned GE Vernova spin-off.
50 GE 2023 PROXY STATEMENT47
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, 2020.2022. For this hypothetical calculation, we have used each named executive’s compensation and service levels as of this date (and, where applicable, GE’s closing stock price on December 31, 2020)2022). 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 future 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 Savings Plan, and for salaried employees who joined the company before 2005, subsidized retiree medical benefits and disability benefits.GE RSP.
EMPLOYMENT AGREEMENTS FOR EMPLOYEES. Historically we have not entered into employment agreements with our U.S.-based executives, and they served at the will of the Board. This practice preserved the committee’s flexibility to set the terms of any employment termination based on the particular facts and circumstances. Ms. Miller and Mr. Strazik are not parties to employment agreements. However, Ms. Miller entered into a separation agreement and release with the company, dated February 17, 2020, in connection with her departure and transition. 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 certain employment agreements with those individuals, generally at their request. Mr. Culp and Ms. Dybeck Happe each entered into employment agreements and Mr. Slattery and Mr. Arduini each entered into an offer letter agreement upon joining GE. Mr. Culp’s employment agreement and Mr. Arduini’s offer letter have subsequently been amended, as described below. The agreements for Messrs. Culp, Slattery, and SlatteryArduini and Ms. Dybeck Happe entitle them to certain post-termination benefits, in each case as further described below. FollowingMessrs. Arduini, Slattery and Stokes are also entitled to certain post-termination benefits as provided in the say-on-pay vote at the 2019 annual meeting, and based upon discussions with shareholders, the committee determined that it will no longer provide single-trigger change of control provisions for any new executives entering into employment agreements with the company.GE US Executive Severance Plan below.
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, 2020,2022, 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, 2020,2022, 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 as 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 |
| |
● | Change in |
See “Equity Awards” Awards on page 5054 regarding the value of the equity treatment.
48 GE 20212023 PROXY STATEMENT51
Under Mr. Culp’s employment agreement and Leadership Performance Share Award agreement, the following terms have the meanings set forth below:
● | |
● | Change in |
● | Disability generally means that, as a result of Mr. Culp’s incapacity due to physical or mental illness, he is absent from his duties on a full-time basis for six consecutive months and does not return to the performance of his duties within 30 days after written notice is provided. |
● | Good |
EMPLOYMENT AGREEMENT WITH MS. DYBECK HAPPE. We entered into an employment agreement 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 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. 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, if Ms. Dybeck Happe is terminated without “cause”cause or voluntarily leaves for “good reason”good reason at any time, subject to her providing a release to the company, she would be entitled to accelerated vesting of her new hire stock options which would remain exercisable through the end of the second calendar year following the year in which termination occurs. In addition, if such termination or departure occurs on or before December 31, 2023, she would be entitled to: (i) accelerated vesting of all then-outstanding long-term incentive awards, with the options remaining exercisable through the end of the second calendar year following the year in which termination or departure occurs, (ii) a lump sum cash payment equal to 12 months of base salary and target bonus 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)salary, but now consists of 18 months of base salary, as described below). Assuming a termination of employment as of December 31, 2020,2022, the cash portion of this severance amount, excluding any relocation reimbursements, would be $3,375,000. See “Equity Awards” Awards on page 5054 regarding the value of the equity treatment.
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).Performance Shares.
Under Ms. Dybeck Happe’s employment agreement and Leadership PSU award agreement, the following terms have the meanings set forth below:
● | |
● | Change in |
● | Good |
52 GE 2023 PROXY STATEMENT
OFFER LETTER AGREEMENT WITH MR. SLATTERY. We entered into an offer letter agreement with Mr. Slattery upon the commencement of his employment with GE. The agreement provides for an annual salary of $1.25 million, aan annual 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)(67,446 options, as adjusted for the reverse stock split) 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)salary, but now consists of 18 months of base salary, as described below).
SEPARATIONOFFER LETTER AGREEMENT WITH MS. MILLER. MR. ARDUINI. Ms. Miller leftWe entered into an offer letter agreement with Mr. Arduini upon the commencement of his employment with GE. The agreement provides for an annual salary of $1.25 million, an annual bonus target at 125% of his salary, and long-term equity incentive awards with a target grant date fair value of $7.0 million beginning with the annual 2022 grant (of which 50% was in PSUs, 30% was in stock options, and 20% was in RSUs). Upon the initial commencement of his employment, he also received an award of PSUs with a grant date fair value of $5.0 million to further incentivize, and align his compensation with, the performance of GE HealthCare. He is subject to a non-compete and non-solicitation agreement, which terminates 12 months after his termination (for whatever reason). Upon Mr. Arduini’s termination of employment (i) by GE HealthCare without cause or by Mr. Arduini for good reason, (ii) due to death or disability, or (iii) in connection with a change in control that does not result in him receiving a comparable offer, he would be eligible to receive the standard severance package provided to similarly situated officers of the company on September 30, 2020,(which as part of a leadership transition to a new CFO. the signing date consisted of 18 months of his base salary).
Under Mr. Arduini’s offer letter agreement, the following terms have the meanings set forth below:
● | Cause generally has the same meaning as described above with respect to Ms. Dybeck Happe’s employment agreement and Leadership Performance Share Award agreement, except the 30-day cure period described for Ms. Dybeck Happe does not apply for Mr. Arduini. |
● | Good reason generally means (i) a reduction in Mr. Arduini’s target compensation or any failure to pay compensation when due, (ii) a material breach by the company of any material provision of the offer letter agreement or other agreement with the company, or (iii) a material, adverse change in Mr. Arduini’s title, authority, duties, responsibilities or reporting relationship. |
● | Change in control generally means (i) the acquisition of at least 50% of the company’s or GE HealthCare’s stock or voting power by any person, or (ii) the sale of substantially all of the assets of the company or GE HealthCare. The spin-off of GE HealthCare did not constitute a “change in control” for purposes of Mr. Arduini’s offer letter. |
In connection with the GE HealthCare spin-off, Mr. Arduini’s offer letter was subsequently amended, effective as of January 3, 2023, this on February 17, 2020, Ms. Miller and
GE 2021 PROXY STATEMENT 49
the company entered into a Separation Agreement & Release. Pursuant to the terms of the agreement, upon the appointment of her successor on March 1, 2020, she remained employed in a special projects role to assist with the CFO transition and to work on such other matters 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 her annual salary and target bonus), paid in equal bi-weekly installments for the twelve-month period following the Separation Date, during which time Ms. Miller must be available to provide reasonable transition assistance and answer questions related to her employment; (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. Milleramendment did not receive an annual equity award in 2020. Upon her departure, Ms. Miller did not vest in or receive any benefits under theimpact his compensation from 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 terms of the plan. Under the separation agreement, Ms. Miller granted a release to the company and agreed to certain cooperation, confidential information, non-competition, and non-solicitation covenants. See “Equity Awards” below for more information regarding the value of the equity treatment under Ms. Miller’s separation agreement.during 2022.
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,”cause, and who are not offered a “suitablesuitable position,” receive between 6 to 18 months of base salary (based on their career band), which is paid in a lump sum. Outplacement services are also provided for the same period. To receive a benefit under the plan, the executive must enter into a separation agreement and release in a form acceptable to GE, which may also include cooperation, confidential information, non-disparagement, non-competition,
non-solicitation and other covenants. With respect to our named executives, Messrs. Slattery and StrazikStokes are eligible to participate under the plan at the 18-month level. Mr. Arduini was also eligible to participate in this plan at the 18-month level, prior to the spin-off of GE HealthCare. Assuming a termination date of December 31, 2022, the amount each eligible named executive would be entitled to receive under the US Executive Severance Plan is: Arduini ($1,875,000), Slattery ($1,875,000) and Stokes ($2,100,000).
Under the Plan,plan, the following terms have the meanings set forth below:
● | |
● | Suitable |
GE 2023 PROXY STATEMENT 53
SHAREHOLDER APPROVAL OF SEVERANCE AND DEATH 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” Resources on page 73)77) for the full policies.
Equity Awards
The following table shows the intrinsic value of equity awards that would have vested or become exercisable if the named executive had died, become disabled, retired or separated from the company as of December 31, 2020.2022. 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. 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 | $ | 88,475,369 | N/A | $ | 88,475,369 | N/A | N/A | N/A | $ | 57,680,785 | N/A | $ | 97,357,193 | ||||||||||||||||||||||
Dybeck Happe | $ | 0 | $ | 14,227,458 | $ | 0 | $ | 14,227,458 | N/A | N/A | $ | 0 | $ | 5,330,049 | $ | 0 | $ | 11,457,445 | ||||||||||||||||||
Arduini | $ | 0 | $ | 8,251,555 | $ | 0 | $ | 8,251,555 | N/A | N/A | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||
Slattery | $ | 1,371,536 | $ | 14,689,979 | $ | 1,371,536 | $ | 14,689,979 | N/A | N/A | $ | 0 | $ | 0 | $ | 0 | $ | 0 | ||||||||||||||||||
Stokes | $ | 0 | $ | 14,503,798 | $ | 0 | $ | 14,503,798 | N/A | N/A | $ | 0 | $ | 0 | $ | 0 | $ | 0 |
* | 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 (other than Mr. Arduini’s New Hire PSU Award) and performance shares would remain subject to the achievement of the performance objectives. InMr. Arduini’s New Hire PSU Award would vest based on the caseaverage of disability,target performance for uncompleted years of the award must generally have been heldperformance period and actual performance for at least one year in order to be vested.any completed years of the performance period. For these purposes, “disability”disability generally means the executive being unable to perform his or her job.
RETIREMENT. Unvested options, RSUs and PSUs/performance shares (other than Mr. Arduini’s New Hire PSU Award) 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.
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 Awards if they had been terminated without cause or left for good reason. Under the terms of Mr. Arduini’s New Hire PSU Award, if a termination without cause or resignation for good reason occurs following December 31, 2023 but prior to the vesting date, the New Hire PSU Award would vest based on the average of target performance for the uncompleted years for the performance period and actual performance for any completed years of the performance period. 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-off of GE HealthCare did not constitute a change in control. For additional detail, see “Employment Agreement with Mr. Culp” Culp on page 4851 and “Employment Agreement with Ms. Dybeck Happe” Happe on page 49.52. None of our other named executives are entitled to the acceleration or payment of benefits in the event of a change of control.
54 GE 2023 PROXY STATEMENT
Pension Benefits“
Pension Benefits” Benefits on page 4649 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 if the named executives had died, become disabled, voluntarily terminated or retired as of December 31, 2020.2022.
In the event of death before retirement,,for Messrs. Culp, Slattery and Stokes and Ms. Dybeck Happe, each of their respective beneficiaries may receive the named executive’sfollowing benefit:
● | Executive Retirement Benefit. 10 equal annual installments of his or her accrued benefit, reduced by up to 25% for commencement before attaining age 65. |
For Messrs. Stokes and Arduini, their surviving spouse (or beneficiary for the executive retirement benefit) may receive the following pension benefits:
● |
For Mr. Stokes, his surviving spouse may receive the following pension benefits:
● | Supplementary Pension |
The amounts payable depend on several factors, including employee contributions and the ages of the named executive and surviving spouse.
|
In the event a disability occurs before retirementretirement:, executives with 15 years of service eligible for the Supplementary Pension Benefit may receive an annuity payment of accrued pension benefits, payable immediately. Executives with 15 years of service eligible for the executive retirement benefit
For Messrs. Culp and Slattery and Ms. Dybeck Happe, they may receive 10 equal annual installments of the executive’stheir accrued benefit,Executive Retirement Benefit, reduced by up to 25% for commencement before attaining age 65.65, but only once they have attained 15 years of service.
For Mr. Arduini, having more than 15 years of service (accounting for his prior service), he could have received an annuity payment of accrued GE Pension benefits.
Mr. Stokes, having more than 15 years of service, may receive an annuity payment of accrued GE Pension and Supplementary Pension benefits, and 10 equal annual installments of his Executive Retirement Benefit.
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 | $ | 331,018 | N/A | $ | 0 | N/A | |||||||||||
Dybeck Happe | N/A | $ | 104,273 | N/A | $ | 0 | N/A | |||||||||||
Arduini | N/A | $ | 17,938 | 38,709 | $ | 35,610 | N/A | |||||||||||
Slattery | N/A | $ | 82,471 | N/A | $ | 0 | N/A | |||||||||||
Stokes | $ | 6,501,541 | $ | 130,432 | $ | 1,116,170 | $ | 90,676 | N/A |
* | |
LUMP SUM UPON DEATH. Lump sum payable to the surviving spouse. A lump sum is not available to the surviving spouse of Ms. Miller because she did not qualify for a Supplementary Pension.after death. A lump sum is not available to the surviving spouse of Messrs. Culp and Slattery and Ms. Dybeck Happe under the terms of the executive retirement benefit.Executive Retirement Benefit. For Mr. Stokes, the lump sum represents the Supplementary Pension benefit payable in the event of death. There is no lump sum for Mr. Arduini since he is not eligible for the Supplementary Pension.
ANNUAL BENEFITS UPON DEATH. 50% joint and survivor annuity payable for the life of the surviving spouse, commencing after his 60th birthday in the case of Mr. Strazik. For Messrs. Culp and Slattery and Ms. Dybeck Happe, 10 annual installment payments commencing after death.as the Executive Retirement Benefit. For Mr. Arduini, the annual amount is payable for the life of the surviving spouse as the GE Pension Plan benefit. For Mr. Stokes, the annual amount is payable for the life of the surviving spouse as the GE Pension Plan benefit, except that $81,047 of such amount is payable in 10 annual installments as the Executive Retirement Benefit.
GE 2021 PROXY STATEMENT 51
ANNUAL BENEFITS UPON DISABILITY. 50% joint and survivor annuity payable to Mr. Strazik, or 10 annual installment payments commencing after disability under the executive retirement benefit. Messrs. Culp and Slattery, and Ms. Dybeck Happe would not be eligible for disability benefits because they do not yet have 15 years of service. For Mr. Arduini, the annual amount includes the 50% joint and survivor annuity as the GE Pension Plan benefits. For Mr. Stokes, the annual amount includes the 50% joint and survivor annuity as the GE Pension Plan and Supplementary Pension benefits, except that $81,047 of such amount is payable in 10 annual installment payments as the Executive Retirement Benefit, in each case commencing after disability.
ANNUAL BENEFITS UPON VOLUNTARY TERMINATION. For Messrs. Stokes and Arduini, the annual amount includes the 50% joint and survivor annuity payable to the executive at age 60;60 under the GE Pension Plan; this does not include any payments under the GE Supplementary Pension Plan (either the supplementary pensionSupplementary Pension benefit or the executive retirement benefit)Executive Retirement Benefit) because they are forfeited upon voluntary termination before age 60. Because he is retirement-eligible, the benefits for Mr. Murphy are shown under Annual Benefit Upon Retirement.
ANNUAL BENEFITS UPON RETIREMENT. Represents partial pension eligibility for Mr. Murphy. The otherNone of the named executives are not eligible to retire.
GE 2023 PROXY STATEMENT 55
Deferred Compensation
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 Table on page 45.48. See “Deferred Compensation” Compensation on page 4447 for information on the available distribution types under each deferral plan.
Life Insurance Benefits
For a description of the supplemental life insurance plans that provide coverage to the named executives, see “Life Insurance Premiums” Premiums on page 40.43. Messrs. Culp, Slattery, and SlatteryArduini, 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, 2020,2022, the survivors of the named executives would have received the following under these arrangements.
NAME | DEATH BENEFIT | DEATH BENEFIT | |||||
Culp | $ | 0 | $ | 0 | |||
Dybeck Happe | $ | 0 | $ | 0 | |||
Miller | $ | 0 | |||||
Murphy | $ | 3,618,346 | |||||
Arduini | $ | 0 | |||||
Slattery | $ | 0 | $ | 0 | |||
Strazik | $ | 5,069,859 | |||||
Stokes | $ | 9,883,378 |
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.
52 GE 2021 PROXY STATEMENT
Other Executive Compensation PracticesPolicies & Policies
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.
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 2020,2022, the Management Development & Compensation Committee 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 and Other Remedies for Potential Misconduct
CLAWBACKS. 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.reimbursement of any portion of incentive compensation paid or awarded to the executive that is greater than would have been paid or awarded if calculated based on the accurate financial statements or performance metric. We intend to amend our clawback policy or adopt a new clawback policy that is consistent with the NYSE listing standards adopted under Exchange Act Rule 10D-1. For more information, see the our Governance Principles (see “Helpful Resources” Resources on page 73)77).
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.
Compensation Risk Assessment
The committee oversees an annual risk assessment of the company’s executive compensation policies and Benchmarking
In determining the peer group, the committee considered the following factors:
HOW WE USE THE PEER GROUP. 56 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.
GE 20212023 PROXY STATEMENT53
ShareStock Ownership and Equity Grant Policies
SHARESTOCK OWNERSHIP REQUIREMENTS. We require our named executives to own significant amounts of GE stock as shown below. The required amounts are set at multiples of base salary. Executives have five years from the time they are first hired or promoted into a position at the senior vice president level or above to meet the requirement. All named executives are in compliance with our stock ownership requirements. For details on these requirements, see the our Governance Principles (see “Helpful Resources” Resources on page 73)77). The named executives’executive’s ownership is shown in the Common Stock & Total Stock-Based HoldingsBeneficial Ownership Table on page 25.
STOCK OWNERSHIP REQUIREMENTS (MULTIPLES OF BASE SALARY) | ||||
10X forCEO | 4X forsenior 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 “Helpful Resources” Resources on page 73)77). 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 “Helpful Resources” Resources on page 73)77).
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 the our Governance Principles (see “Helpful Resources” Resources on page 73)77).
Tax Deductibility of Compensation
The Internal Revenue Code generally imposes a $1 million limit on the amount that a public company may deduct for compensation paid to the company’s applicable named 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 MeasuresCompensation Committee Interlocks and Performance MetricsInsider Participation
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 2022, 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.
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)requires disclosure 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.a compensation committee interlock.
54 GE 2021 PROXY STATEMENT
Management Development & Compensation Committee Report
The Management Development & Compensation Committee has reviewed the compensation discussion and analysisCompensation Discussion & Analysis (pages 2726 through 55,57, 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 report on Form 10-K for 20202022 and this proxy statement. This report is provided by the following independent directors, who comprise the committee:
Sébastien Bazin | |
Edward Garden |
GE 2023 PROXY STATEMENT 57
CEO Pay Ratio
RATIO OF CEO PAY TO MEDIAN EMPLOYEE PAY. Our 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.
HOW WE IDENTIFIED THE MEDIAN EMPLOYEE. After determining that, as of December 31, 2022, there had been no changes to our employee population or employee compensation arrangements that we believe would reasonably be expected to result in a significant change to our pay ratio disclosure, we determined to use the same median employee identified for purposes of our 2021 pay ratio disclosure. To identify the median GE employee, we identified our total employee population as of December 31, 2020,2021, and, in accordance with SEC rules, excluded the CEO and employees from certain countries representing in aggregate less than 5% of our employee base,*base*, to arrive at the initial median employee consideration pool.employee. We then used annualized salary data converted to 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, 2020.2021.
RATIO OF CEO PAY TO MEDIAN EMPLOYEE PAY. Our median employee earned $49,947 in total compensation for 2022. The total 2022 compensation reported for Mr. Culp as reported under SEC Total in the Summary Compensation Table on page 42 was $8,198,024. Based upon total compensation for 2022, we calculated that our ratio of CEO to median employee pay was 164 to 1. Our median employee is employed in France in our Power business.
* | These |
Pay Versus Performance
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 Overview of Our Incentive Compensation Program section of this proxy statement. We refer collectively to awards of RSUs, PSUs, performance shares and stock options as equity awards in this Pay versus Performance section.
AVERAGE SUMMARY | AVERAGE | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | ||||||||||||||||||||||||||||||
YEAR (a)(1) | SUMMARY COMPENSATION TABLE FOR PEO (b)(1) | COMPENSATION ACTUALLY PAID TO PEO (c)(1)(2) | COMPENSATION TABLE TOTAL FOR NON-PEO NAMED EXECUTIVES (d)(1) | COMPENSATION ACTUALLY PAID TO NON-PEO NAMED EXECUTIVES (e)(1)(2) | TOTAL SHAREHOLDER RETURN (f) | PEER GROUP TOTAL SHAREHOLDER RETURN (g)(6) | NET INCOME ($M) (h) | COMPANY-SELECTED PERFORMANCE MEASURE: FREE CASH FLOW* ($M) (i)(7) | ||||||||||||||||||||||||
2022 | $8,198,024 | $(23,798,500 | ) | $8,969,318 | $3,579,820 | (3) | $95 | $127 | $292 | $4,758 | ||||||||||||||||||||||
2021 | $22,663,449 | $21,302,944 | (4) | $8,584,656 | $7,655,599 | (4) | $107 | $134 | $(6,591 | ) | $1,889 | |||||||||||||||||||||
2020 | $73,192,032 | $115,891,919 | (5) | $14,595,432 | $15,948,471 | (5) | $97 | $111 | $5,546 | $635 |
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YEAR | PRINCIPAL EXECUTIVE OFFICER (PEO) | NON-PEO NAMED EXECUTIVES | |||
| H. Lawrence Culp, Jr. | Carolina Dybeck Happe, John Slattery, Peter Arduini and Russell Stokes | |||
| 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), |
Annual CompensationOVERVIEW. 58 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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HOW DEFERRED STOCK UNITS WORK. Each DSU is equal in value to a share of GE stock and is fully vested upon grant, but does not have voting rights. To calculate the number of DSUs to be granted, we divide the target value of the DSUs by the average closing price of GE stock for the 20 days preceding and including the grant date. DSUs accumulate quarterly dividend-equivalent payments, which are reinvested into additional DSUs. The DSUs are paid out in cash beginning one year
after the director leaves the Board. Directors may elect to take their DSU payments as a lump sum or in payments spread out for up to 10 years. In the event of a spin-off transaction, the DSUs are credited with a phantom stock unit in the spun-off entity, similar to the distribution paid to GE shareholders, which would be payable in cash upon retirement on the same terms as the DSUs.
GE 20212023 PROXY STATEMENT55
OTHER COMPENSATION. Our independent directors may also receive the following benefits:
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PEO | AVERAGE OF NON-PEOs | |||||
TOTAL REPORTED IN 2022 SUMMARY COMPENSATION TABLE | $8,198,024 | $8,969,318 | ||||
Less, value of equity awards reported in the Summary Compensation Table | 5,000,021 | 5,650,966 | ||||
Add, year-end value of equity awards granted in 2022 that are unvested and outstanding | 0 | 2,477,808 | ||||
Add, change in fair value (from prior year-end) of prior year equity awards that are unvested and outstanding | (27,432,952 | ) | (2,103,904 | ) | ||
Add, fair market value of equity awards granted in 2022 and that vested in 2022 | 0 | 0 | ||||
Add, change in fair value (from prior year-end) of prior year equity awards that vested in 2022 | 0 | (245,204 | ) | |||
Less, prior year-end fair value of prior year equity awards that failed to vest in 2022 | 0 | 0 | ||||
Add, dividends and dividend equivalent payments paid during 2022 on unvested equity awards | 0 | 21 | ||||
Less, change in present value of accumulated pension plan benefits reported in the Summary Compensation Table | 151,653 | 26,279 | ||||
Add, service cost for defined benefit and pension plans | 588,102 | 159,026 | ||||
Add, prior service cost for defined benefit and pension plans | 0 | 0 | ||||
Compensation Actually Paid for Fiscal Year 2022 | $(23,798,500 | ) | $3,579,820 |
(4) | The 2021 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: |
PEO | AVERAGE OF NON-PEOs | |||||
TOTAL REPORTED IN 2021 SUMMARY COMPENSATION TABLE | $22,663,449 | $8,584,656 | ||||
Less, value of equity awards reported in the Summary Compensation Table | 14,999,996 | 4,975,039 | ||||
Add, year-end value of equity awards granted in 2021 that are unvested and outstanding | 19,784,448 | 5,208,170 | ||||
Add, change in fair value (from prior year-end) of prior year equity awards that are unvested and outstanding | (5,540,473 | ) | (1,419,958 | ) | ||
Add, fair market value of equity awards granted in 2021 and that vested in 2021 | 0 | 0 | ||||
Add, change in fair value (from prior year-end) of prior year equity awards that vested in 2021 | 0 | 277,481 | ||||
Less, prior year-end fair value of prior year equity awards that failed to vest in 2021 | 0 | 0 | ||||
Add, dividends and dividend equivalent payments paid during 2021 on unvested equity awards | 0 | 247 | ||||
Less, change in present value of accumulated pension plan benefits reported in the Summary Compensation Table | 943,153 | 202,512 | ||||
Add, service cost for defined benefit and pension plans | 338,669 | 182,553 | ||||
Add, prior service cost for defined benefit and pension plans | 0 | 0 | ||||
Compensation Actually Paid for Fiscal Year 2021 | $21,302,944 | $7,655,599 |
(5) | The 2020 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: |
PEO | AVERAGE OF NON-PEOs | |||||
TOTAL REPORTED IN 2020 SUMMARY COMPENSATION TABLE | $73,192,032 | $14,595,432 | ||||
Less, value of equity awards reported in the Summary Compensation Table | 72,054,874 | 9,713,809 | ||||
Add, year-end value of equity awards granted in 2020 that are unvested and outstanding | 144,077,163 | 12,576,780 | ||||
Add, change in fair value (from prior year-end) of prior year equity awards that are unvested and outstanding | (4,688,606 | ) | (388,190 | ) | ||
Add, fair market value of equity awards granted in 2020 and that vested in 2020 | 0 | 0 | ||||
Add, change in fair value (from prior year-end) of prior year equity awards that vested in 2020 | 0 | (407,968 | ) | |||
Less, prior year-end fair value of prior year equity awards that failed to vest in 2020 | 24,537,500 | 0 | ||||
Add, dividends and dividend equivalent payments paid during 2020 on unvested equity awards | 0 | 1,051 | ||||
Less, change in present value of accumulated pension plan benefits reported in the Summary Compensation Table | 463,799 | 765,112 | ||||
Add, service cost for defined benefit and pension plans | 367,503 | 50,287 | ||||
Add, prior service cost for defined benefit and pension plans | 0 | 0 | ||||
Compensation Actually Paid for Fiscal Year 2020 | $115,891,919 | $15,948,471 |
(6) | As permitted by SEC rules, the peer group referenced for purposes of “Peer group total shareholder return” is that of the S&P 500 Industrials Index, which is the industry index reported in our annual report on Form 10-K for 2022 in accordance with Regulation S-K Item 201(e). For GE |
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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 20212023 PROXY STATEMENT59
MANAGEMENTPROPOSAL NO. 2
RatificationRELATIONSHIPS BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL PERFORMANCE MEASURES
In accordance with Item 402(v) of Deloitte as Independent Auditor for 2021
We are asking shareholdersRegulation S-K, the company is providing 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 ratifyequity 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 selectioncommittee selected performance measures in support of Deloitte & Touche LLP (Deloitte) as the independent auditordesign of our consolidated financial statements2022 executive compensation programs, 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 internal control over financial reportingability to generate free cash flow, organic revenue growth, profit or adjusted profit (as applicable) and organic margin expansion, 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 2022 compensation of our named executive officers, see the Compensation Discussion & Analysis section of this proxy statement.
The chart below depicts compensation actually paid and the cumulative TSR of GE and the S&P 500 Industrials Index for 2021.the three years shown. A significant portion of our executive compensation program is comprised of equity awards, and compensation actually paid for such years was most strongly affected by our stock price performance, as reflected in the equity award valuations required by SEC rules. In addition, our TSR performance being below that of the peer group, the S&P 500 Industrials Index, adversely affected our named executives’ equity award compensation in two of the years shown. Under those awards’ respective terms, our TSR performance resulted in the cancellation of the 2020 PSU awards, which had no payout due to three-year TSR performance, and a downward adjustment to the value of the 2021 PSU awards, for which three-year TSR performance is a modifier.
COMPENSATION ACTUALLY PAID VS. TOTAL SHAREHOLDER RETURN (TSR)
Why are we asking you to vote? Although ratification
Net income is not required bya financial performance measure that we use in the compensation program design for our by-laws or otherwise, the Board is submitting this proposal as a matter of good corporate practice. If the selectionnamed executives. Accordingly, there is not ratified,a direct relationship between the committee will consider whether itcompensation actually paid to our named executives and net income. In addition, a meaningful portion of incentive compensation for our named executives who are leaders of business units is appropriatetied to select another independent auditor.the financial performance of their respective individual business units, rather than enterprise-wide performance measures such as net income.
Your Board Recommends a VoteA significant portion of our compensation program is linked to our free cash flow performance for Ratificationthe total company and the business units, as described in the Compensation Discussion & Analysis section of this proxy statement. While our free cash flow performance improved sequentially in each of the Audit Committee’s Selection of Deloitte asthree 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 right represent the most important financial performance measures that were used to determine the compensation actually paid to our Independent Auditor for 2021named executives in 2022.
Most Important Financial Performance Measures |
Free Cash Flow* |
Organic Revenue Growth* |
Profit or Adjusted Profit* (as applicable) |
Organic Margin Expansion* |
Adjusted Earnings per Share* |
* | Non-GAAP Financial Measure |
60 GE 2023 PROXY STATEMENT
MANAGEMENT Advisory Vote on the Frequency of Future Advisory Votes to Approve Our Named Executives’ Compensation What are you voting on? We are asking shareholders to vote, on a non-binding basis, to indicate their preference on the frequency of future say-on-pay votes. Your Board recommends holding future say-on-pay votes every ONE YEAR Why the Board recommends a vote for holding future say-on-pay votes annually. We have engaged shareholders on this issue and, based on their feedback, we believe that a significant portion of our investors would prefer an annual opportunity to vote to approve our named executives’ compensation. | Say-On-Frequency Vote Pursuant to Section 14A of the Exchange Act, we are asking shareholders to recommend, in an advisory vote, whether future shareholder advisory approval of our named executives’ compensation should occur every one, two or three years. At our 2017 Annual Meeting, our shareholders voted to hold say-on-pay votes annually and our Board adopted this practice. Under SEC rules, we are required to conduct this advisory vote again in 2023 (and the next such vote will occur in 2029). After careful consideration, the Board recommends that future say-on-pay votes continue to be held annually. Our Board believes that holding a vote every year is the most appropriate option because it would continue to enable our shareholders to provide us with timely input regarding the compensation of named executives. Shareholders are not voting to approve or disapprove the Board’s recommendation. Instead, shareholders may indicate their preference regarding the frequency of future say-on-pay votes by selecting one year, two years, or three years or abstaining. Although the vote is non-binding, the Management Development & Compensation Committee and the Board value your opinion and will consider the outcome of the vote in establishing the frequency with which future say-on-pay votes will be held. |
GE 2023 PROXY STATEMENT 61
62GE 20212023 PROXY STATEMENT57
Fees Paid to Independent Registered
Public Accounting Firm
Fees for 2020 and 2019
The committeeAudit 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-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 “(see Helpful Resources” on page 73)77).
WE HAVE A PRE-APPROVAL PROCESS FOR NON-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 2022, 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 “(see Helpful Resources” Resources on page 73)77).
58 GE 2021 PROXY STATEMENT
ROLES AND RESPONSIBILITIES. The Audit Committee reviews GE’s financial reporting process on behalf offollowing table summarizes the Board. Management hasfees for professional audit services provided by Deloitte for audit services provided for, and other services provided in, the primary responsibility for establishing and maintaining adequate internal financial controls, for preparing the financial statements andyears shown:
TYPES OF FEES (IN MILLIONS) | AUDIT | AUDIT- RELATED | TAX | ALL OTHER | TOTAL | ||||||
2022 | $57.6 | $ | 40.3 | $0.6 | $0.1 | $98.6 | |||||
2021 | $51.6 | $ | 2.1 | $0.5 | $0.3 | $54.5 |
AUDIT FEES. Fees for 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 conformityaudit of the company’s auditedGE’s annual financial statements in all material respects, with generally accepted accounting principles and on the company’s internal control over financial reporting.
REQUIRED DISCLOSURES AND DISCUSSIONS. The committee has reviewed and discussed with management and KPMG the audited financial 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 discussed with KPMG the matters
that are required to be discussed under PCAOB standards. KPMG has provided to the committee the written disclosures and the PCAOB- required letter regarding its communications with the Audit Committee concerning independence, and the committee has discussed with KPMG that firm’s independence. The committee has concluded that KPMG’s provision of audit and non-audit services to GE and its affiliates during 2020 was compatible with KPMG’s independence.
COMMITTEE RECOMMENDS INCLUDING THE FINANCIAL STATEMENTS IN THE ANNUAL REPORT. Based on the review and discussions referred to above, the committee recommended to the Board that the audited financial statements for the year ended December 31, 2020 be included in our annual report on Form 10-K for 2020 for filing2022; 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 SEC. This report isobjective of obtaining reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects; and services routinely provided by the following independent directors, who compriseauditor in connection with statutory and regulatory filings or engagements.
AUDIT-RELATED FEES. Fees for assurance and related services that are reasonably related to the committee:performance of the audit or review of our financial statements and internal control over financial reporting. For 2022, our audit-related fees primarily consisted of fees for financial statement carve-out procedures associated with GE’s separation strategy, including the spin-off of GE HealthCare.
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 not contained in the above categories and includes permissible advisory services.
GE 20212023 PROXY STATEMENT 5963
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 GE 2021 PROXY STATEMENT
As noted below, even if shareholders approve the Reverse Stock Split Amendment, the Board reserves the right not to effect the Reverse Stock Split Amendment if the Board does not deem it to be in the best interests of the company or its shareholders at the time.
ANTICIPATED IMPACT ON DIVIDEND. The Board does not currently anticipate that the Reverse Stock Split will result in a change to the total value 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 Amendment 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 interest of the company and its shareholders. By voting 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 filing with the New York State Department of State an amendment to our restated certificate of incorporation, as amended, setting forth the Reverse Stock Split Amendment, which would be effective immediately or at such time as the company may specify at the time of filing (the “Effective Time”). If a certificate of amendment effecting 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, and that hold our Common Stock as 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, except as described below with respect to cash received in lieu of a fractional share, a U.S. holder will not recognize any gain or loss for U.S. federal income tax purposes upon the Reverse Stock Split. In the aggregate, a U.S. holder’s tax basis in the Common Stock received pursuant to the Reverse Stock Split (excluding the portion of the tax basis that is allocable to any fractional share) will equal the U.S. holder’s tax basis in its Common Stock surrendered in the Reverse Stock Split in exchange therefor, and the holding period of the U.S. holder’s Common Stock received pursuant to the Reverse Stock Split will include the holding period of the Common Stock surrendered in the Reverse Stock Split in exchange therefor.
In general, a U.S. holder who receives a cash payment in lieu 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 share 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.
Your Board recommends a vote AGAINST | ||
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64 GE 2021 PROXY STATEMENT
64 GE 2023 PROXY STATEMENT
Your Board recommends a vote AGAINST this proposal. WE 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 the company is central to its role and to good governance. By dictating a rigid policy on the structure of Board leadership, regardless of the circumstances or the individuals involved, this proposal could limit the Board’s ability to establish the leadership structure 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 its current leadership structure, which has a combined role of Chairman and CEO, counterbalanced by a strong independent Board led by a lead director and independent directors chairing each of the Board committees, is in the best interests of GE and its shareholders. 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. After deliberation which included whether to appoint an independent Board chair in connection with the CEO transition, the independent directors determined that Mr. Culp was the best candidate to drive the strategy for the company as 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 a time of considerable change for the company, and that appointing a strong lead director, as described below, would 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 be, assisted considerably by Mr. Culp’s fulfilling the roles of both CEO and Chairman and that this most recent leadership transition is a good example of the case-by-case Board evaluation that the proposal would restrict. We remain open to the possibility of appointing separate individuals to each of the roles in the future, in light of the needs 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 through at least 2024, the Board provided for the possibility that Mr. Culp may transition from CEO to executive chairman in August 2023, and that he may serve as a non-employee director or consultant from August 2024 to 2025. This reflects the Board’s openness to different leadership structures, and demonstrates that the Board will evaluate the best leadership structure for GE in the future, as it has done and will continue to do as it executes on GE’s planned separation into three independent public companies. For example, with the spin-off of GE HealthCare in January 2023, the Board determined the best leadership structure for GE HealthCare was to have a separate CEO and board chairman. As we work toward the planned spin-off of GE Vernova, the Board will similarly evaluate and determine the leadership structures that work best for GE Vernova and GE Aerospace, considering each planned company’s specific circumstances. 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 it is an essential component of strong corporate performance. The lead director role at GE is designed to empower the independent directors to serve as an independent check on management. Our lead director is selected solely by independent directors, taking into account a variety of factors, including the director’s qualifications and attributes, leadership experience, understanding of our businesses and industries, and willingness to commit the time necessary to fulfill the role. Our current lead director, Mr. Horton brings a valuable perspective through his experience as both a former CEO and an independent director on other boards. The lead director leads regular meetings of the independent directors and meets with the Chair for discussion of matters arising from these meetings. He also is empowered to call additional meetings of the independent directors or the entire Board, serves as a liaison on Board-related issues between the Chair and the independent directors, and performs other functions as the Board may direct. As described in the Board’s Governance Principles, these other functions include (1) advising the Governance & Public Affairs Committee on the selection of committee chairs, (2) approving the agenda, schedule and information sent to the directors for Board meetings, (3) working with the Chair to propose an annual schedule of major discussion items for the Board’s approval, (4) guiding the Board’s governance processes, including the annual Board self-evaluation, succession planning and other governance-related matters, and (5) providing leadership to the Board if circumstances arise in which the role of the Chair may be, or may be perceived to be, in conflict, and otherwise act as chair of Board meetings when the Chair is not in attendance. The lead director oversees the Board’s periodic review of its leadership structure to evaluate whether it remains appropriate for the company. The lead director also frequently meets with our largest shareholders. Through these actions and responsibilities, the lead director serves as a powerful mechanism for the Board overall to exercise its independent oversight. For the foregoing reasons, the Board recommends a vote AGAINST this proposal. GE 2023 PROXY STATEMENT 65 Shareholder Proposal No. 2 — Martin Harangozo has notified us that he intends to submit the following proposal at this year’s meeting: The shareholders recommend General Electric hire an investment bank to explore the sale of the company. Whereas: General Electric had lost nearly all its valuation in the last two decades, during a time when the stock market popular Standard and Poor’s 500 performance about tripled in valuation. The dividend is all but gone and less than when Mr. Jack Welch became CEO in 1981. Promised benefits to retirees have been broken. Rolling heads around as Mr. John Flannery replacing Mr. Jeffrey Immelt, or Mr. Lawrence Culp Jr. replacing Flannery has had no substantial positive effect in restoring the company valuation, or growing it to the broader market. In fact, all three of these leaders reduced company valuation. It is clear that a new approach is needed to drive the General Electric Company so that it performs for the shareholders consistent with general stock market performance. This proposal has been on previous proxy statements. General Electric argued: “General Electric is one of the most valuable and respected companies in the world. Our businesses are bound together by common operating systems, technologies and initiatives and a common culture with strong values. Throughout the company, we focus on infrastructure markets, because they utilize General Electric capabilities in technology, globalization, financing and customer relationships. General Electric is the only company listed in the Dow Jones Industrial Index today that was also included in the original index in 1896, and since 1899, General Electric has paid a quarterly dividend without interruption. In addition, contrary to the assertions in the proposal’s supporting statement, General Electric is committed to product safety and consumer protection, takes a number of precautions to ensure the safety of our products, and has made the Ethisphere Institute’s list of the world’s most ethical companies for the last eight years. Our management approach emphasizes stable growth through diversification across several business segments. To maximize long-term shareowner value, we continually reevaluate our businesses and make adjustments when warranted. This review process led to recent significant decisions like the sale of General Electric’s remaining stake in NBC Universal and certain of our machining and fabrication businesses. General Electric’s strong management allowed the company to weather the recent economic downturn and has led to a rebound in stock price, an increase in dividend paid per share and a market capitalization of over $280 billion. General Electric’s new resurgence over the past few years has placed it back on Fortune’s most admired companies list. We believe it is in the best long- term interests of our shareowners to continue this course. Therefore, the Board recommends a vote AGAINST this proposal”. Clearly, the arguments General Electric has made above pertaining to “the best long-term interests of our shareowners to continue this course”, proved to be flat wrong. History proves General Electric cannot be trusted with any argument against this proposal. Your Board recommends a vote AGAINST this proposal. THE BOARD BELIEVES OUR PLAN TO FORM THREE INDEPENDENT PUBLIC COMPANIES REMAINS THE BEST STRATEGY TO DRIVE LONG-TERM GROWTH AND INCREASE SHAREHOLDER VALUE. The Board has led a significant transformation of GE since 2014, when this proposal was last voted on by shareholders, including by selling or spinning off a number of businesses. When evaluating the next steps forward, the Board conducted a rigorous portfolio and business strategy review that culminated with the November 2021 announcement of our strategic plan to form three industry-leading, global, investment-grade public companies from (i) our Aerospace business, (ii) our Renewable Energy, Power, Digital and Energy Financial Services businesses, which we plan to combine and refer to as GE Vernova, and (iii) our former HealthCare business. As independently run companies, we believe these business will be better positioned to deliver long-term growth and create value for customers, investors, and employees. Our strategic transformation has also been well received by the market and many shareholders. Consistent with its fiduciary duties, the Board continues to provide oversight and guidance on the overall strategy for the company and its portfolio of businesses, including with respect to our ongoing strategic transformation. The Board continues to believe that our plan to form three independent public companies is in the best interest of the company and its shareholders, For the foregoing reasons, the Board recommends a vote AGAINST this proposal. 66GE Shareholder Proposal No. 3 — The National Center for Public Policy Research has notified us that it intends to submit the following proposal at this year’s meeting: RESOLVED: Shareholders request General Electric’s Board of Directors provide an audited report evaluating the material factors relevant to decisions about whether a 2050 net-zero carbon goal, or other similar decarbonization goals, is appropriate, including factors that mitigate against the adoptions of such goals. These factors might reasonably include technological feasibility (or its absence), the economic consequences of adoption, the possibility that the climate models that underlie such goals are incorrect, the possibility that failure to adopt such goals in other countries will render adoption by General Electric meaningless, the possibility that U.S. governments will not mandate such decarbonization, unending adoption-favoring “stranded asset” assumptions, and relevant considerations. The report should be produced at reasonable cost and omitting proprietary information. Claims about the need for decarbonization at all, but especially by some activist-generated date certain, are based on a long series of assumptions that are either counterfactual or insufficiently examined. For decades, for instance, claims have been made that action must be taken before some date, or it will be too late.2 If those claims were right, it’s too late for decarbonization to matter now, so we should be building up economic resources to deal with climate change. If they were wrong, then the odds are high that current claims are also wrong. General Electric’s decarbonization will be meaningless if other countries do not follow the same decarbonization schedules, and there is abundant evidence that they will not.3 The United States government has never mandated net-zero by statute or authorized regulatory action4, and is unlikely ever to do so; this contravenes the assumptions of “stranded asset” analysis. If decarbonization is neither required nor technologically feasible, General Electric will lose significant markets and revenues to private equity firms and (less clean-producing) state actors, thus harming shareholders while also harming the environment. These and all relevant considerations should be fully and objectively examined. Supporting Statement General Electric has touted its commitment to achieving net-zero carbon emissions by 2050.1 It does not appear from publicly available information, however, that General Electric has fully considered the risk that decarbonization on activist schedules might entail. Your Board recommends a vote INNOVATING TECHNOLOGY TO ADDRESS THE PRESSING CHALLENGES OF DECARBONIZATION AND CLIMATE CHANGE IS CENTRAL TO OUR BUSINESSES’ STRATEGIES; GE’S SENIOR MANAGEMENT AND BOARD OF DIRECTORS HAVE TAKEN CONSIDERABLE CARE IN ANALYZING AND ARTICULATING GE’S AMBITIONS FOR GREENHOUSE GAS EMISSION REDUCTIONS, AND THE REPORT REQUESTED BY THIS PROPOSAL IS THEREFORE UNNECESSARY. GE Because these dynamics are so central to our business strategies and This focus also extends to decisions about the For the foregoing reasons, the Board recommends a vote GE Shareholder Proposal No. 4 — Henry H. Barrett and MKT Forces Trading Limited have notified us that they intend to submit the following proposal at this year’s meeting: RESOLVED: Shareholders ask the Board of General Electric Company (“GE”) to provide an audited report to address how application of the International Energy Agency’s Net Zero Emissions by 2050 pathway would affect the assumptions and estimates that underlie GE’s valuation and expected cash flow assessments. The report should address GE’s existing assets as well as planned investments in renewable energy, nuclear, and thermal power; and include asset lives, asset retirement obligations, and capital expenditures (including new material capital expenditures), as well as potential impairments. The report should be produced at reasonable cost and omit proprietary information. Supporting Statement In 2021, a majority of shareholders voted for a similar proposal that sought disclosure regarding GE’s alignment with a net zero pathway. The Company has not meaningfully responded, and the time to do so is now. The International Energy Agency’s Net Zero Emissions by 2050 Scenario1 (“NZE2050”) makes clear that achieving net zero emissions by 2050 implies an extremely limited and narrowing role for fossil fuels in electricity generation. Despite having its own net zero by 2050 target, GE has reported involvement in almost 25 gigawatts of new LNG to power projects in Vietnam and Bangladesh and two LNG import facilities in Bangladesh, planned to operate to 2050 and beyond. Recognizing there are transition risks associated with meeting the Paris Agreement’s climate goals and NZE2050, investors are increasingly demanding disclosure of how climate action scenarios would affect key assumptions – including those related to asset lives. Climate Action 100+2 has identified companies – including GE – who fail to back their net zero commitments with clear plans, noting particular inadequacies in decarbonization strategy and capital allocation alignment.3 GE continues to rely on gas demand scenarios4 that fail to meet net zero emissions by 2050 and, therefore, risk leaving assets stranded. Given GE’s plans to spin off its power businesses into a new entity, GE Vernova, investors need more disclosure from the company regarding the risks to its assets. A majority of GE’s shareholders voted for a similar proposal in 2021 that sought disclosure on the company’s alignment with a net zero pathway. This proposal builds upon the 2021 resolution, and seeks decision-critical information for investors that we hope will demonstrate the resilience of GE’s energy-related assets within the context of a credible net zero by 2050 pathway. Therefore: Vote FOR GE’s future resilience and profitability by supporting this proposal. Thank you. 68 GE 2023 PROXY STATEMENT Your Board recommends a vote AGAINST this proposal. GE IS HELPING LEAD THE GLOBAL ENERGY TRANSITION BY INNOVATING TECHNOLOGY TO ADDRESS THE PRESSING CHALLENGES OF DECARBONIZATION AND ELECTRIFICATION. As a company whose equipment helps provide one-third of the world’s electricity across 170 countries, GE aims to play a unique role in providing our customers with power generation equipment and services to make electricity more sustainable, affordable, and reliable, in a context where global electricity demand and risks are expected to grow considerably in the decades to come. These are central strategic considerations for our businesses, especially as our customers and investors are increasingly adopting their own greenhouse gas reduction goals, and are looking to GE to innovate and help develop the technologies needed to achieve these goals. Because these dynamics are so central to our business strategy and to addressing the needs of our customers, GE’s role in helping to decarbonize power generation has been a key area of focus at the company’s most senior management levels and 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 (i) innovating renewable energy and other emissions reduction technology, (ii) providing highly efficient gas turbines that can be a force multiplier for reducing power sector emissions and (iii) 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. AS WE WORK TOWARD SEPARATING GE VERNOVA, OUR PORTFOLIO OF ENERGY BUSINESSES, INTO AN INDEPENDENT PUBLIC COMPANY, WE EXPECT TO PROVIDE EXTENSIVE NEW REPORTING ABOUT THE FINANCIAL PROFILE OF THOSE BUSINESSES AND RELATED RISKS AND OPPORTUNITIES, INCLUDING DYNAMICS RELATED TO DECARBONIZATION. Shareholder Proposal #4 asserts that as GE prepares for the GE Vernova spin-off, investors “need more disclosure from the company regarding the risks to its assets”; investors will indeed receive significant additional disclosure in connection with the SEC reporting required before and after the planned GE Vernova spin-off, making a separate report like the one that this shareholder proposal requests unnecessary at this time. As we announced in November 2021, we have been working to execute a strategic plan to form three industry-leading, global, investment-grade public companies from GE businesses. In January 2023, we completed the separation of our HealthCare business from GE through the spin-off of GE HealthCare Technologies Inc., and we are working toward a second planned spin-off of GE Vernova. As with the GE HealthCare spin-off, the spin-off of GE Vernova will require the preparation and filing with the Securities and Exchange Commission of a registration statement on Form 10. This detailed filing will include audited financial statements of the GE Vernova businesses, on a carve-out, standalone basis that GE Vernova will report on following separation from GE. In addition, the Form 10 will be required to disclose material information about, among other things: (i) trends in market demand and competitive conditions; (ii) the status of development efforts for new or enhanced products; (iii) effects that compliance with government regulations, including environmental regulations, may have upon capital expenditures, earnings, and the competitive position of GE Vernova; (iv) material factors that make an investment in the company speculative or risky; (v) critical accounting estimates; (vi) trends in the company’s capital resources, including any reasonably likely material changes in the mix and relative cost of such resources; and (vii) other material information relevant to an assessment of the financial condition and results of operations of GE Vernova, including any known material events and uncertainties that are reasonably likely to cause reported financial information to not be necessarily indicative of future operating results or financial condition. This Form 10 reporting, since it will focus on a company with more limited operations than GE has today on a consolidated basis, will necessarily entail a more granular level of financial reporting and accompanying discussion than has been provided to date for GE Renewable Energy and GE Power as reporting segments within GE. WE BELIEVE THAT THE REPORT SOUGHT BY THIS PROPOSAL SHOULD NOT BE PRIORITIZED AT THIS TIME, AND THAT THE GE VERNOVA SEPARATION ACTIVITIES AND OUR EXISTING AND ONGOING CLIMATE AND SUSTAINABILITY REPORTING BETTER SERVE THE INTERESTS OF SHAREHOLDERS TODAY. We do not believe the report requested by Shareholder Proposal #4 should be prioritized by GE or by our shareholders today. The number of requests for climate-related reporting continues to grow, and shareholder proposals in this area are often animated by particular groups’ own interests, rather than the best interest of all shareholders. That is evident with Shareholder Proposals #3 and #4, which reflect sharply differing perspectives about climate-change related risks and actions that should be taken. In this context, we believe it is important to focus the company leadership’s time and resources on the most important priorities for all shareholders. Readying the GE Vernova businesses for the planned spin-off is a top priority for GE today. There is significant operational work required to prepare for the business separation, and this requires the attention of management and significant resources internally. As noted above, preparation for the spin-off will also require detailed new reporting about GE Vernova in a Form 10 registration statement that will be reviewed and need to be declared effective by the SEC before the spin-off. In addition to the spin-off-related work, GE in recent years has 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. We have provided a roadmap for our technology portfolio to help achieve net zero for the power sector, as described more fully in our Sustainability Report. These reporting efforts have been well received in many of our engagements with shareholders and other stakeholders for sharing information in a credible way, which we will continue to refine over time. We are committed to updating this information through a process of continuous learning and anticipate further updates in our 2022 Sustainability Report. These are areas of climate-related reporting that GE, and ultimately GE Vernova as a standalone company, also plan to carry forward, and we believe that continuing to enhance this ongoing reporting is better aligned with our current priorities and efforts than the report that this shareholder proposal requests. Moreover, as the U.S. and E.U. adopt anticipated climate-related disclosure obligations, this type of reporting will continue to evolve over time to better meet the information needs of investors and other stakeholders. As compared to GE’s priorities of both (i) working toward the spin-off of GE Vernova and preparing the Form 10 disclosures that spin-off will require, and (ii) continuing to deepen and refine our existing framework of climate and decarbonization-related reporting in our Sustainability Reports, we do not believe that the particular report requested by Shareholder Proposal #4 is necessary or that it should be prioritized at this time. Accordingly, we do not believe it is in shareholders’ best interests to support this proposal. For the foregoing reasons, the Board recommends a vote AGAINST this proposal. GE 2023 PROXY STATEMENT 69 Submitting The table below summarizes the requirements for shareholders who wish to submit proposals, including director nominations, for next year’s
Voting and Meeting Information
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.
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
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WHAT DO I DO IF I NEED TECHNICAL ASSISTANCE DURING THE 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. GE
Shareholders of 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
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
The determination of whether 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
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 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 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 Please vote proxies for all accounts to ensure that all of HOW DO I VOTE FOR SHARES HELD IN THE GE RETIREMENT SAVINGS PLAN? If you are a
72 GE If your proxy form is not received by April 30, 2023 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 April 30, 2023. 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. 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. HOW WILL PROXIES BE VOTED?
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. 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 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. GE 2023 PROXY STATEMENT 73 Other Information 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 owner at that address. This practice, known as householding, is designed to reduce printing and mailing costs.
HOW 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 Resourceson page 77) with more information about your rights as a shareholder. Additionally, you may contact our Investor Relations team by following the instructions on our Investor Relations website (see Helpful Resources on page 77).
74 GE 2023 PROXY STATEMENT Explanation of Non-GAAP Financial Measures and Performance Metrics 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 2022 on the pages of the 10-K indicated after each measure (see Helpful Resources on page 77), or as noted below.
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. GE 2023 PROXY STATEMENT 75 This Page is Intentionally Left Blank. Helpful Resources
GE
General Electric Company
GE SHAREOWNER SERVICES
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: GENERAL ELECTRIC COMPANY The shareholder(s) whose signature(s) appear(s) on the reverse side hereby appoint(s) H. Lawrence Culp, Jr. and Michael Holston, or either of them, each with full power of substitution, as proxies, to vote all stock in General Electric Company which the shareholder(s) would be entitled to vote on all matters which may properly come before the 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 Continued and to be signed on reverse side 0000040545 5 2022-01-01 2022-12-31 |