DEF 14A 1 ge3816561-def14a.htm DEFINITIVE PROXY STATEMENT

Table of Contents

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 Party other than the Registrant      

CHECK THE APPROPRIATE BOX:
  Preliminary Proxy Statement
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
  Definitive Additional Materials
Soliciting Material Under Rule 14a-12

General Electric Company

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
  No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
Fee paid previously with preliminary materials:
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:


Table of Contents


                                                                                                                                                                
      2021
Notice of Annual Meeting
and Proxy Statement


Table of Contents

Guide to GE’s Proxy Statement

1 Letter from the Lead Director                                           
                       
2   GE’s Purpose, Strategy and Progress
4 Voting Roadmap Significant Information
in this Section
5 Notice of Annual Meeting
6 Governance  
 
Election of Directors 8 Nominee Biographies
7 Board Nominees 15 Board Leadership Structure
7 Qualifications and Attributes 18 Risk Oversight
7 Key Corporate Governance Practices 22 Investor Outreach
8 Nominee Biographies 24 Board Meeting Attendance

General Electric
Company
Executive Offices

5 Necco Street
Boston, MA 02210

12 Board Composition 14 Director Independence
15 Board Leadership Structure 12 Director Qualifications
16 Board Operations 12 Director Term Limits
18 Key Areas of Board Oversight 24 Overboarding Policy
21 Board Governance Practices 24   Political Spending Oversight
22 How We Get Feedback from Investors 25 Related Person Transactions
24 Other Governance Policies & Practices 25 Stock Ownership for
Executives & Directors
25 Stock Ownership Information
27 Compensation  
 
27   Letter from the Management Development
& Compensation Committee
53   Peer Group and Benchmarking

WHY ARE WE SENDING
YOU THESE MATERIALS
On behalf of our Board of Directors, we are making these materials available to you (beginning on or about March 23, 2021) in connection with GE’s solicitation of proxies for our 2021 annual meeting of shareholders.

35 CEO Performance Evaluation
  MANAGEMENT PROPOSAL NO. 1
Advisory Approval of Our Named Executives’ Pay
48   Employment and Separation
Agreements
   
       
29 Overview of Our Executive Compensation Program 50 Severance Benefits
30   Overview of Our Incentive Compensation Plans 51 Death Benefits
35 Compensation Actions for 2020 53 Succession Planning
39 Summary Compensation 30 Pay for Performance
41 Long-Term Incentive Compensation 53   Our Policies on Compensation
Consultants
44 Deferred Compensation
46 Pension Benefits 54 Share Ownership
Requirements
48 Potential Termination Payments
53 Other Executive Compensation Practices & Policies 54 Hedging Policy

WHAT DO WE
NEED FROM YOU?
Please read these materials and submit your vote and proxy by mobile device or the Internet, or, if you received your materials by mail, you can also submit your vote and proxy by telephone or complete and return your proxy card or voting instruction form.

54

 

Explanation of Non-GAAP Financial Measures
and Performance Metrics

54 Pledging Policy
  54 Dividend Equivalents Policy
55 CEO Pay Ratio
55 Director Compensation
57 Audit  
 
MANAGEMENT PROPOSAL NO. 2 58 Auditor Fees
Ratification of Deloitte as Independent Auditor for 2021 57 Auditor Tenure
57 Independent Auditor Rotation
57 Independent Auditor Information
59 Audit Committee Report
60   Reverse Stock Split
MANAGEMENT PROPOSAL NO. 3
Approval of a Reverse Stock Split and Reduction in our Authorized Stock and Par Value
60   Reverse Stock Split and Reduction in Authorized Stock and Par Value

WHERE CAN
YOU FIND MORE
INFORMATION?
2020 Annual Report
https://www.ge.com/investor-relations/annual-report

2020 Diversity Annual Report
https://www.ge.com/about-us/ diversity

2021 Proxy Statement
https://www.ge.com/proxy

2021 Sustainability Report
To be published later this year https://www.ge.com/ sustainability

64 Shareholder Proposals                
 
64 SHAREHOLDER PROPOSAL NO. 1
Multiple Candidate Elections
68 Deadlines for 2022
68 Proxy Access
65 SHAREHOLDER PROPOSAL NO. 2
Independent Board Chairman
 
66 SHAREHOLDER PROPOSAL NO. 3
Report on Net Zero Indicator
 
68 Submitting 2022 Proposals
69 Voting and Meeting Information
69 Proxy Solicitation & Document Request Information
69 Voting Information Also see “Acronyms Used” on
page 73 for a guide to the acronyms
used throughout this proxy
statement.
71 Meeting Information
72 Appendix A  
72 Reverse Stock Split Form of Charter Amendment    
73 Helpful Resources


Table of Contents

Letter from the Lead Director

Fellow Shareholders,

When I wrote to you last year, none of us could have imagined the scale of the challenges that 2020 would bring. I am proud of how the GE team rose to meet these challenges, while continuing to deliver for customers and propelling our transformation forward. As we begin 2021, I want to take this opportunity to share insights into how our Board worked on your behalf this past year.

PROTECTING OUR EMPLOYEES AND COMMUNITIES
During 2020, the GE team was focused first and foremost on protecting the health and safety of our employees and communities. At the onset of the COVID-19 pandemic, GE quickly instituted strong safety precautions for its global workforce and pledged financial support to employees and their families through GE’s new Employee Relief Fund. The Board was engaged throughout the year with leadership in taking steps to keep our workplaces around the world safe, to accelerate the manufacture of life-saving respirators and to assure GE’s operations were functioning well in a digital and remote work environment.

As part of his drive to use lean principles to improve GE’s performance, our Chairman and CEO, Larry Culp, has prioritized operational safety and product quality. We are also focused on this at the Board. We use reporting from management in both of these areas as a barometer of organizational health, as well as of the safety of our people and the products that GE produces.

ACCELERATING GE’S TRANSFORMATION
GE entered 2020 with momentum and a clear plan to drive profitable growth, margin expansion and cash generation. However, we embraced new realities due to the pandemic, and GE’s leadership team took decisive action to preserve and build GE’s strength. The Board focused on how the team was mitigating the financial impact of the pandemic on the company overall and, in particular, on the Aviation and Healthcare businesses that were most directly affected by the global downturn. Meanwhile, we engaged with leadership on the turnarounds in the Power and Renewable

     

Energy businesses, where operational improvements are underway to expand margins and improve cash realization. As a Board, we oversaw actions to:

Strengthen our businesses: reduced costs by more than $2 billion, executed on $3 billion of cash preservation actions and delivered positive free cash flow at Gas Power one year ahead of target.

Fortify the balance sheet: took action to reduce GE’s debt by $16 billion in 2020 and by $30 billion since the beginning of 2019, and reduced near-term liquidity needs by $10.5 billion.

Focus the portfolio: completed the sales of the BioPharma and Lighting businesses and launched a program to fully monetize GE’s remaining stake in Baker Hughes Company.

The Board also worked with Larry over the past year on key leadership hires and did deep dives into succession planning. What GE does is critically important to the world, and a key part of our responsibility on the Board is making sure that GE has the right people in the right jobs today and a pipeline of talent for tomorrow. We have reviewed elements of GE’s long-term strategy at every meeting, and those discussions invariably revolved around ensuring financial resilience and properly investing in people, business processes and technology for the future.

BOARD OVERSIGHT AND ENGAGEMENT
During the early months of the pandemic, our oversight at the Board was focused on health and safety, business continuity, risk management and governance for weathering an exceptionally challenging and uncertain environment. We also moved swiftly to take a series of treasury actions to shore up the balance sheet and preserve liquidity, as well as operational cost and cash actions across GE’s businesses to manage risk and mitigate adverse financial impacts from the volatile supply and demand dynamics in our industries. During the summer, after implementing those earliest stabilizing actions, the Board’s attention also shifted to the leadership team and providing appropriate incentive arrangements for the

     

CEO and other key employees, as described in greater detail in the letter from the Management Development & Compensation Committee.

As a Board, we switched from in-person to virtual meetings, just as many of our employees did the same. Directors continued their ongoing discussions with leadership throughout the year, albeit usually by video. Larry has encouraged directors to feel free to speak to any member of leadership at any time, to dive deeper into topic areas where we have specific expertise or concern and to hear directly from GE’s people. Larry regularly updates the full Board informally, and many of us talk with him individually on a wide range of topics as issues arise. We held more than 35 formal meetings across the full Board and committees in 2020, in addition to numerous other engagements with the team throughout the year, including participation in GE employee leadership meetings. The atmosphere among Board members and with Larry and the GE team is exceptionally open, engaged and constructive.

We have made meaningful progress over the past year, despite the additional unexpected challenges of a global pandemic. We also know that we have more work to do to drive the desired performance improvements and organizational change. On behalf of the entire Board, I thank you for your continued investment and support of GE as we work together to continue our transformation. We are committed to ensuring that GE is very well positioned to deliver value over the long term.

THOMAS W. HORTON
Lead Director

GE 2021 PROXY STATEMENT       1


Table of Contents

GE’s Purpose, Strategy and Progress

OUR PURPOSE

We rise to the challenge of building a world that works.

Investing in strategic sectors for society’s future. Leading with technology, solving sustainable development challenges, and partnering to resolve local needs.

Energy Transition
Transforming millions of lives with access to reliable, affordable, and cleaner electricity.

     

Precision Health
Building an intelligence-based healthcare system and a healthier world with more integrated, efficient, and personalized care.

 

Future Of Flight
Partnering to facilitate recovery of the commercial aviation industry and help airlines achieve their sustainability goals.

 

How We Govern Our Company
Holding ourselves and our partners accountable to the highest standards of integrity and competitiveness.

 

How We Invest In Our Communities
Our approach to social impact is embedded in our business strategy. Fostering innovation, building infrastructure, and shaping the diverse workforce of tomorrow.

 
OUR STRATEGY
 
1       Continuing to Strengthen our businesses      
Leadership
Strengthening our businesses begins with building the best team. Over the last two years we have continued to build our world-class team, with new leaders joining our strong bench of GE talent. These leaders are playing a critical role in GE’s transformation, and we are committed to the leadership behaviors of humility, transparency, and focus.

POWER
MISSION Powering lives and making electricity more affordable, reliable, accessible, and more sustainable
UNITS Gas Power, Power Portfolio
INSTALLED BASE 7,000+ gas turbines
CEO Gas Power: Scott Strazik; Power Portfolio: Dan Janki
EMPLOYEES ~34,000
PROGRESS
Gas Power built a lower risk equipment backlog, and delivered positive free cash flow one year ahead of its commitment due to efforts to reduce costs and improve working capital.
RENEWABLE ENERGY
MISSION Making renewable power sources more affordable, reliable, and accessible for the benefit of people everywhere
UNITS Onshore Wind, Offshore Wind, Grid Solutions Equipment and Services, Hydro Solutions, Hybrids Solutions
INSTALLED BASE 400+ GW of renewable energy equipment
CEO Jérôme Pécresse
EMPLOYEES ~40,000
PROGRESS
Onshore Wind delivered record global volumes in 2020, holding the No. 1 U.S. market position for the last two years.
Offshore Wind received full certification for both the 12- and 13-megawatt Haliade™-X, the world’s most powerful offshore wind turbine in operation today, which now has 5.7 gigawatts in customer commitments.
Renewable Energy’s growing backlog stands at an all-time high of $30 billion.

2       Solidifying our Financial Position      
We reduced debt by about $16 billion in 2020 and by $30 billion since the beginning of 2019. We entered 2021 with $37 billion of liquidity, giving us that capacity to weather continued volatility, further de-lever, and focus on organic growth.
3 Driving long-term profitable growth
Lean
Our lean operating philosophy supports our long-term growth strategies by emphasizing customer focus, elimination of waste, and ruthless prioritization of work to improve safety, quality, delivery, and cost. Lean principles help us examine processes and continually improve them by solving problems at their root cause.

2       GE 2021 PROXY STATEMENT


Table of Contents

New independent auditor
After a thorough and competitive review, our Board selected Deloitte as GE’s independent auditor for 2021.
     
Inclusion and diversity
We named Mike Barber Chief Diversity Officer, and appointed Chief Diversity Officers in each of our businesses. In February of 2021, we published GE’s first Diversity Annual Report in many years.


AVIATION
MISSION Providing 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, Military, Systems & Other
INSTALLED BASE ~37,700 commercial aircraft engines1 and ~26,500 military aircraft engines
CEO John Slattery
EMPLOYEES ~40,000
PROGRESS
As commercial airlines lost a half-trillion dollars in revenue and saw demand drop by more than 65 percent2, Aviation supported our global customers throughout, helping them manage their fleets and maintenance plans as they sought to conserve cash.
Aviation improved margins through the year and delivered nearly breakeven free cash flow.
Our LEAP backlog stands at approximately 9,600 engines.
1Including GE and its joint venture partners
2IATA data, November 24, 2020
HEALTHCARE
MISSION Operating at the center of an ecosystem working toward precision health – digitizing healthcare, helping drive productivity and improving outcomes across the health system
UNITS Healthcare Systems, Pharmaceutical Diagnostics, BioPharma (this business was sold on March 31, 2020)
INSTALLED BASE 4M+ healthcare installations
CEO Kieran Murphy
EMPLOYEES ~47,000
PROGRESS
Healthcare grew revenue organically and delivered strong margin and cash performance.
In 2020, the team increased output for critical medical equipment helping doctors diagnose and treat patients with COVID-19, including quadrupling ventilator production.
We invested for the future, launching more than 40 new products.
CAPITAL
MISSION Designing and delivering innovative financial solutions for GE Industrial customers in markets around the world
UNITS GE Capital Aviation Services (GECAS), Energy Financial Services (EFS), Working Capital Solutions (WCS), Insurance
CEO Jennifer VanBelle
EMPLOYEES ~2,000
PROGRESS
GE Capital continued to support our industrial businesses and reduce overall risk while navigating significant industry disruption.
With lower debt and a broader commercial market recovery, we expect GE Capital earnings to improve.

Margins and profit also contracted organically, but they improved through the year as we executed better and streamlined our costs.

We delivered positive free cash flow despite the still-difficult macro environment.

     

Some of the information in this section is forward-looking. For more information about our forward-looking statements, see “Caution Concerning Forward-Looking Statements” on page 54.

In addition to improving our manufacturing processes and delivering higher quality service to our customers, we’re also running the company with a lean operating model, standardizing our quarterly operating approach to focus on key company priorities such as talent, strategy, and budgeting. We are working hard to scale lean company-wide to help GE improve performance and drive lasting cultural change.
HOW 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 2021 PROXY STATEMENT       3


Table of Contents

Voting Roadmap

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

      

2021
Shareholder
Proposals
      SHAREHOLDER
PROPOSAL NO. 1
      SHAREHOLDER
PROPOSAL NO. 2
    SHAREHOLDER
PROPOSAL NO. 3
Multiple Candidate Elections Independent Board Chairman Report on Net Zero Indicator

Your vote is needed
on three proposals:

Your Board recommends a vote AGAINST
Shareholder Proposals 1 and 2

Your Board recommends a vote
FOR Shareholder Proposal 3

See page 64

             

4       GE 2021 PROXY STATEMENT


Table of Contents

You are invited to participate in GE’s 2021 Annual Meeting. If you were a GE shareholder at the close of business on March 8, 2021, 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 below.

Cordially,
MIKE HOLSTON, SECRETARY

Agenda

1

Elect the 11 director nominees named in the proxy for the coming year

FOR each director nominee

Page 6

2

Approve our named executives’ compensation in advisory vote

FOR

Page 27

3

Ratify the selection of Deloitte as independent auditor for 2021

FOR

Page 57

4

Approve a reverse stock split and reduction in our authorized stock and par value

FOR

Page 60

5

Vote on the shareholder proposals included in the proxy, if properly presented at the meeting

AGAINST proposals 1 and 2
FOR proposal 3

Page 64

Shareholders also will transact any other business that properly comes before the meeting

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

Notice of Annual Meeting

Voting Q&A

Who can vote? Shareholders as of our record date, March 8, 2021.

How many shares are entitled to vote? 8.8 billion common shares (preferred shares are not entitled to vote).

How many votes do I get? One vote on each proposal for each share you held as of the record date (see first question above).

Do you have an independent inspector of elections? Yes, you can reach them at First Coast Results, Inc., 200 Business Park Circle, Suite 112, Saint Augustine, FL 32095.

Can I change my vote? Yes, by voting during the meeting, delivering a new proxy or notifying First Coast Results in writing.

     

 

However, if you hold shares through a broker, you will need to contact them directly.

Is my vote confidential? Yes, only First Coast Results and certain GE employees/agents have access to individual shareholder voting records.

How many votes are needed to approve a proposal? Majority of votes cast, with abstentions and broker non-votes generally not being counted and having no effect, except that Management Proposal No. 3 – Approval of a Reverse Stock Split requires a majority of shares outstanding, with abstentions and broker non-votes having the same effect as a vote against.

Where can I find out more information? See “Voting and Meeting Information” on page 69.


HOW YOU CAN VOTE

Via the internet at
www.proxyvote.com

     

By Telephone
Call the telephone number on your proxy card, voting instruction form or notice

     

By Mail
Sign, date and return your proxy card or voting instruction form

Logistics

DATE AND TIME
May 4, 2021 at 10:00 a.m. Eastern Time

LOCATION
Live Webcast at: www.virtualshareholdermeeting.com/GE2021

FORMAT OF THE ANNUAL MEETING
The Governor of the State of New York has issued several temporary executive orders permitting New York corporations to hold virtual only shareholder meetings in light of the COVID-19 pandemic. In addition, the New York State Legislature has approved amendments to New York law, which, if signed by the Governor, would permit New York corporations to hold virtual-only shareholder meetings this year. If permitted by New York law or executive order as of the date of the Annual Meeting, we intend to hold the Annual Meeting solely by means of remote communications with no in-person location. In the event a solely virtual meeting is not permitted as of such date, we may provide a venue for an in-person annual meeting, in addition to virtual participation. In that case, we would notify our shareholders in advance on our website and by issuing a press release and filing it as additional proxy materials with the Securities and Exchange Commission. Attendance at an in-person meeting would include additional safety precautions in light of the COVID-19 pandemic.

     

ACCESS TO THE AUDIO WEBCAST OF THE ANNUAL MEETING
The live audio webcast of the 2021 Annual Meeting will begin at 10:00 a.m. Eastern Time. As with our past in-person annual meetings, we are making the virtual meeting available to the public to listen live. Anyone wishing to do so may go to www.virtualshareholdermeeting.com/GE2021 and enter as a guest.

ATTENDANCE INSTRUCTIONS
You are entitled to participate in the Annual Meeting if you were a shareholder as of the close of business on March 8, 2021, the record date, or hold a valid proxy for the meeting. To participate in the virtual meeting, including to vote or to ask questions, you must access the meeting website at www.virtualshareholdermeeting.com/GE2021, and follow the instructions on your proxy card, voting instruction form or Notice of Internet Availability. Online check-in will begin approximately 15 minutes before the meeting and we encourage you to allow ample time for check-in procedures.

Where can I find out more information? See “Voting and Meeting Information” on page 69.


GE 2021 PROXY STATEMENT       5


Table of Contents

Governance

Election of Directors

What are you voting on? At the 2021 annual meeting, eleven director nominees are to be elected to hold office until the 2022 annual meeting and until their successors have been elected and qualified.

     

Your Board recommends a vote for each nominee

All nominees are current GE Board members who were elected by shareholders at the 2020 annual meeting.


BOARD

 
 
           

Board Rhythm

     

 

     

6/year
Regular meetings

     

1/year
Strategy session

     

1/year
Board self-evaluation

     

2020 MEETINGS

Over 35 meetings of the full Board and committees, including 3 meetings of the independent directors

Chair

Lead Director

2+/year

2+/year

Calls

     

Larry Culp

Tom Horton

Business visits for each director

Governance & investor feedback reviews

Between meetings

6       GE 2021 PROXY STATEMENT


Table of Contents

Board Nominees

TENURE
4.1 years average tenure
Our Board term limit is 15 years

       

AGE
Our Board age limit is 75 years

6 Newer 3 Medium-tenured 2 Longer-tenured 6 <60 years 5 60-70 years 0 >70 years
(<3 years) (4-6 years) (>6 years)

DIVERSITY OF GENDER AND BACKGROUND
2 of 4 Board leadership positions are held by women
Our policy is to build a cognitively diverse board representing a range of backgrounds

       

INDEPENDENCE
91% Board independence
All director nominees except our CEO are independent and meet heightened independence standards for our audit, compensation and governance committees

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 composition of the committees of the Board as of the date of this proxy. Our director nominees’ primary qualifications and attributes are highlighted in the following matrix. The matrix is intended as a high-level summary and not an exhaustive list of each director’s skills or contributions to the Board.

PRIMARY QUALIFICATIONS AND ATTRIBUTES
 
GE COMMITTEES
NAME A C G
Sébastien Bazin
Ashton Carter
H. Lawrence Culp, Jr.
Francisco D’Souza
Edward Garden
Thomas Horton
Risa Lavizzo-Mourey
Catherine Lesjak
Paula Rosput Reynolds
Leslie Seidman
James Tisch
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 2020, and on average we had a 98% attendance rate in 2020. Industry & Operations Risk Management A Audit Committee Member
Finance & Accounting Government & Regulatory C Compensation Committee Chair
Investor Global G Governance Committee Financial Expert
Technology Gender/Ethnic Diversity

Recent Focus Areas
Health and safety of employees and communities
Oversight of risk management and governance for COVID-19-related uncertainty
Capital structure and liquidity, particularly reducing leverage and de-risking the balance sheet
Business performance and long-term strategy reviews
Strategy for the energy transition
     
Cybersecurity
Leadership transitions, particularly for the CFO and Aviation CEO
Boeing 737MAX safe return to flight
Enterprise risk management
Oversight of Healthcare product development and market dynamics
GE Capital and Insurance

Key Corporate Governance Practices

10 out of 11 director nominees are independent
Annual election of all directors by majority voting
No supermajority provisions in governing documents
Annual review of Board leadership structure
Annual Board and committee self-evaluations
Board-level oversight of ESG
Strong lead director with clearly delineated duties
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
Anti-hedging and anti-pledging provisions
Strong stock ownership guidelines and retention provisions
“Overboarding” limits
No poison pill or dual-class shares
Encourage all directors to make at least two business visits per year without senior management present
Shareholder right to call special meetings (at 10%)
Proxy access by-law provisions on market terms

GE 2021 PROXY STATEMENT       7


Table of Contents

Nominee Biographies

Board Leadership
CHAIRMAN LEAD DIRECTOR | CHAIR: Management Development & Compensation Committee
 
      

H. Lawrence Culp, Jr.

Director Since: 2018
Age: 58
Birthplace:
United States

Thomas Horton

Director Since: 2018
Age: 59
Birthplace:
United States
Independent

Qualifications Qualifications

Chairman and CEO, General Electric, Boston, MA (since September 2018)


Partner, Global Infrastructure Partners, an infrastructure investment fund, New York, NY (since 2019)


Prior Business Experience

Senior Advisor, Bain Capital Private Equity, a global private equity firm (2017–2018)
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

General Electric

Past Public Company Boards

GlaxoSmithKline
Danaher
T. Rowe Price Group

Other Positions

Member and former Chairman, Board of Visitors & Governors, Washington College
Member, Board of Trustees, Wake Forest University

Education

Washington College
MBA, Harvard Business School

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 Corp and US Airways) (2013–2014)
Chairman and CEO, American Airlines (2011–2014)
Chairman and CEO, AMR (parent company of American Airlines) (2010–2013)
EVP and CFO, AMR (2006–2010)
Vice Chairman and CFO, AT&T (2002–2006)
SVP and CFO, AMR (2000– 2002); joined AMR in 1985, serving in various finance and management roles

Current Public Company Boards

General Electric
EnLink Midstream
Walmart (lead director)

Past Public Company Boards

Qualcomm

Other Positions

Executive Board Member, Cox School of Business, Southern Methodist University
Board Member, National Air and Space Museum

Education

Baylor University
MBA, Southern Methodist University
 
Qualifications Industry & Operations Finance & Accounting Investor Technology Risk Management Government & Regulatory Global

8       GE 2021 PROXY STATEMENT


Table of Contents

Board Leadership
CHAIR: Audit Committee CHAIR: Governance & Public Affairs Committee
 
 

Leslie Seidman

Director Since: 2018
Age: 58
Birthplace:
United States
Independent

   

Risa Lavizzo-Mourey

Director Since: 2017
Age: 66
Birthplace:
United States
Independent

   

Sébastien Bazin

Director Since: 2016
Age: 59
Birthplace: France
Independent

Qualifications Qualifications Qualifications
Former Chairman, Financial Accounting Standards Board (FASB), independent organization responsible for financial accounting and reporting standards, Norwalk, CT (2010–2013) Professor emeritus, University of Pennsylvania, Philadelphia, PA (since 2018) and Former President and CEO, Robert Wood Johnson Foundation, Princeton, NJ (2003–2017) Chairman and CEO, AccorHotels, a global hotel company, Paris, France (since 2013)

Prior Business Experience

Board Member, FASB (2003–2013)
Financial reporting consultant (1999–2003)
Staff Member, FASB (1994–1999)
Vice President, Accounting Policy, JP Morgan (1987–1994)
Auditor, Arthur Young (1984–1987)

Current Public Company Boards

General Electric
Moody’s, provider of credit ratings, research and analytical tools (chairman, Audit Committee)

Other Positions

Advisor, Idaciti
Founding Director, Pace University Center for Excellence in Financial Reporting (2014–2018)
Board of Governors, Financial Industry Regulatory Authority (FINRA) (2014–2019)

Education

Colgate University
MS (Accounting), New York University

Certifications

Certified Public Accountant (Inactive)
Cybersecurity Oversight CERT, Carnegie Mellon University and NACD
ESG Oversight certification (GCB.D)

Prior Business Experience

SVP, Robert Wood Johnson Foundation, largest U.S. philanthropic organization dedicated to healthcare (2001–2003)

Prior Academic Experience

Sylvan Eisman Professor of Medicine and Health Care Systems (1995–2001), Director, Institute on Aging (1994–2002), Chief of Geriatric Medicine (1986–1992), University of Pennsylvania Medical School

Prior Government Experience

Advisory Committee Member, President’s Advisory Commission on Consumer Protection and Quality in the Health Care Industry (1997–1998)
Deputy Administrator, Agency for Health Care Research and Quality (1992–1994)
Co-Chair, White House Health Care Reform Task Force, Working Group on Quality of Care (1993–1994)
Advisory Committee Member, Task Force on Aging Research (1985–1992)
Advisory Committee Member, National Committee for Vital and Health Statistics (1988–1992)

Current Public Company Boards

General Electric
Intel
Merck

Past Public Company Boards

Genworth Financial
Beckman Coulter
Hess

Other Positions

Trustee, Smithsonian Institution Board of Regents
Board of Fellows, Harvard Medical School
Member, National Academy of Medicine

Education

U. of Washington & SUNY Stony Brook
MD, Harvard Medical School
MBA, University of Pennsylvania

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
Huazhu Group*

Past Public Company Boards

Vice Chairman, Carrefour, a multinational French retailer

Other Positions

Vice Chairman, Supervisory Board, Gustave Roussy Foundation, cancer research funding
Chairman, Théâtre du Châtelet
Chairman, Strategic Partnerships Committee, Safar Ventures

Education

Sorbonne University
MA (Economics), Sorbonne University
* Directorship held in his capacity as CEO of AccorHotels. See “Limits on Director Service on Other Public Boards” on page 24 for more information.
 
Qualifications Industry & Operations Finance & Accounting Investor Technology Risk Management Government & Regulatory Global

GE 2021 PROXY STATEMENT       9


Table of Contents

 

Ashton Carter

Director Since: 2020
Age: 66
Birthplace:
United States
Independent

   

Francisco D’Souza

Director Since: 2013
Age: 52
Birthplace:
Kenya
Independent

   

Edward Garden

Director Since: 2017
Age: 59
Birthplace:
United States
Independent

Qualifications Qualifications Qualifications

Director, Belfer Center for Science and International Affairs, Harvard Kennedy School, Cambridge, MA (since 2017)

Former CEO Cognizant Technology Solutions Corporation, a multinational IT company, Teaneck, NJ (2007-2019)

Chief Investment Officer and Founding Partner, Trian Fund Management, L.P., an investment management firm, New York, NY (since 2005)

Prior Government Experience

Secretary, U.S. Department of Defense (2015-2017)
Deputy Secretary and Chief Operating Officer, U.S. Department of Defense, responsible for oversight of personnel and management (2011-2013)
Under Secretary of Defense for Acquisition, Technology and Logistics, U.S. Department of Defense, responsible for global logistics and procurement (2009-2011)
Assistant Secretary of Defense for International Security Policy U.S. Department of Defense (1993-1996)
Began career with U.S. Department of Defense in 1981 as a program analyst

Prior Academic Experience

Prior teaching positions: Stanford University (2014-2015); Harvard Kennedy School (1984-1993; 1997-2009); and Massachusetts Institute of Technology (1982-1984)

Prior Business Experience

Senior Partner, Global Technology Partners (1998-2009)

Current Public Company Boards

General Electric
Delta Air Lines

Other Positions

Fellow, American Academy of Arts & Sciences
Director, Council on Foreign Relations

Education

Yale University
PhD (Theoretical physics), Oxford University

Prior Business Experience

CEO, Cognizant (2007–2019)
President, Cognizant (2007–2012)
COO, Cognizant (2003–2006)
Co-founded Cognizant (1994)
Previously held various roles at Dun & Bradstreet

Current Public Company Boards

General Electric
MongoDB

Past Public Company Boards

Cognizant

Other Positions

Chairman, IT and Electronics Governors community, World Economic Forum
Board Co-Chair, New York Hall of Science
Trustee, Carnegie Mellon University
International Advisory Panel Member and Special Advisor to the Board, Banco Santander

Education

University of Macau
MBA, Carnegie Mellon University

Prior Business Experience

Vice Chairman and Director, Triarc Companies (subsequently The Wendy’s Company and previously Wendy’s/Arby’s Group) (2004–2007) and Executive Vice President (2003–2004)
Managing Director, Credit Suisse First Boston (1999–2003)
Managing Director, BT Alex Brown (1994–1999)

Current Public Company Boards

General Electric
Invesco

Past Public Company Boards

Legg Mason
The Bank of New York Mellon
The Wendy’s Company
Family Dollar Stores
Pentair

Education

Harvard College
 
Qualifications Industry & Operations Finance & Accounting Investor Technology Risk Management Government & Regulatory Global

10       GE 2021 PROXY STATEMENT


Table of Contents

 

Catherine Lesjak

Director Since: 2019
Age: 62
Birthplace:
Canada
Independent

   

Paula Rosput Reynolds

Director Since: 2018
Age: 64
Birthplace:
United States
Independent

   

James Tisch

Director Since: 2010
Age: 68
Birthplace:
United States
Independent

Qualifications Qualifications Qualifications

Former Chief Financial Officer, HP, a global technology company, and its predecessor, Hewlett-Packard, Palo Alto, CA (2007-2018)

President and CEO, PreferWest LLC, a business advisory firm (since 2009)

President and CEO, Loews Corp., a diversified holding company with subsidiaries involved in energy, insurance, packaging and hospitality, New York, NY (since 1998)

Prior Business Experience

Interim Chief Operating Officer, HP (2018–2019)
Interim CEO, Hewlett Packard (2010)
Senior Vice President and Treasurer, HP (2003–2007)
Previously served in various leadership positions within the financial organization at HP and Hewlett Packard, including as Global Controller, Software Solutions; Controller and Credit Manager for Commercial Customers; and as Manager, Financial Operations, Enterprise Marketing and Solutions (joined Hewlett Packard in 1986)

Current Public Company Boards

General Electric
Pros Holdings
SunPower

Other Positions

Board, Haas School of Business, University of California, Berkeley
Board of Advisors, Resource Area for Teaching (RAFT)

Education

Stanford University
MBA, University of California, Berkeley

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

Other Positions

Trustee, Seattle Cancer Care Alliance

Education

Wellesley College

Current Public Company Boards

General Electric
Loews and two of its subsidiaries, CNA Financial, a property and casualty insurance company, and Diamond Offshore Drilling, an offshore drilling contractor*

Other Positions

Co-Chairman, Mount Sinai Medical System
Former director, Federal Reserve Bank of New York
Trustee, New York Public Library
Director, Partnership for New York City
Member, Council on Foreign Relations
Member, American Academy of Arts & Sciences

Education

Cornell University
MBA, University of Pennsylvania
* Directorships held in his capacity as President and CEO of Loews. See “Limits on Director Service on Other Public Boards” on page 24 for more information.
 
Qualifications Industry & Operations Finance & Accounting Investor Technology Risk Management Government & Regulatory Global

GE 2021 PROXY STATEMENT       11


Table of Contents

Board Composition

The Governance & Public Affairs Committee (the Governance Committee) is charged with reviewing the composition of the Board and refreshing it as appropriate. With this in mind, the committee continuously reviews potential candidates and recommends nominees to the Board for approval.

Over the past four years, the Board has undertaken significant refreshment efforts 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 support the company’s future strategy and industry focus.

DIRECTOR RECRUITMENT PRIORITIES

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
     

RECRUITMENT PRIORITIES GOING FORWARD

Industry expertise

Operations expertise

Technology/cyber expertise

Capital allocation expertise

Diversity

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 process led by its lead director. See “How We Evaluate the Board’s Effectiveness” on page 21.
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) for more information on these policies.

Important Factors in Assessing Board Composition
The Governance Committee strives to maintain an independent board with broad and diverse experience and judgment that is committed to representing the long-term interests of our shareholders. The 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 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 on the next page.

Enhancing the Board’s diversity of background.
For decades, GE has been committed to building a cognitively diverse Board comprising individuals from different backgrounds and with a range of experiences and viewpoints. Specifically, under the Board’s diversity policy, the 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. To accomplish this, the committee will continue to require that search firms engaged by GE include a robust selection of women and ethnically diverse candidates in all prospective director candidate pools. In addition, the committee is committed to considering the candidacy of women and ethnically diverse candidates for all future vacancies on the Board. The committee reviews its effectiveness in balancing these considerations when assessing the composition of the Board.

Complying with regulatory requirements and the Board’s independence guidelines.
The 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.


12       GE 2021 PROXY STATEMENT


Table of Contents

BOARD SKILLS AND EXPERIENCE

Industry & Operations Experience
We have sought directors with management and operational experience in the industries in which we compete. For example, in the last four years we have added directors with power, aviation, insurance and technology expertise.
Finance & Accounting Experience
GE uses a broad set of financial metrics to measure its performance, and accurate financial reporting and robust auditing are critical to our success. We have added a number of directors who qualify as audit committee financial experts, and we expect all of our directors to have an understanding of finance and financial reporting processes.
Investor Experience
To promote strong alignment with our investors, we have added directors who have experience overseeing investments and investment decisions. We believe that these directors can help focus management and the Board on the most critical value drivers for the company, including with respect to setting executive compensation targets and objectives.
Technology Experience
As a high-technology industrial company and leading innovator, we seek to add additional directors with technology backgrounds because our success depends on developing and investing in new technologies and ideas. Technology experience has become increasingly important as our products become more reliant on digital applications.
Risk Management Experience
In light of the Board’s role in overseeing risk management and understanding the most significant risks facing the company, including strategic, operational, financial, legal and compliance and reputational risks, we seek directors with experience in risk management and oversight.
Government & Regulatory Experience
We have added directors with experience in governmental and regulatory organizations because many of GE’s businesses are heavily regulated and are directly affected by governmental and regulatory actions.
Global Experience
We seek directors with global business experience because GE’s continued success depends on continuing to grow our businesses outside the United States. For example, in 2020, 56% of our revenue was attributable to activities outside the United States.

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:

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 and other members of the Governance Committee, as well as other members of the Board and management, as necessary.
4
Decision and nomination
after determining that the director candidate meets the priorities established by the Governance Committee and will serve in the best interests of the company and its shareholders, the Governance Committee recommends, and the full Board approves, director candidates for appointment to the Board and election by shareholders.
5
Election
the shareholders consider the nominees and elect directors by majority vote to serve one-year terms.

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 2021 PROXY STATEMENT       13


Table of Contents

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.

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 73), the Board considers all relevant facts and circumstances when making an independence determination.
Applying the guidelines in 2020. In assessing director independence for 2020, 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 separate SEC independence requirement, Audit Committee members may not accept any consulting, advisory or other fees from GE or any of its subsidiaries, except compensation for Board service.
Heightened standards for members of the Compensation and Governance Committees. As a policy matter, the Board also applies a separate, heightened independence standard to members of the Compensation and Governance Committees: no member of either committee may be a partner, member or principal of a law firm, accounting firm or investment banking firm that accepts consulting or advisory fees from GE or a subsidiary. In addition, in determining that Management Development & Compensation Committee members are independent, NYSE rules require the Board to consider their sources of compensation, including any consulting, advisory or other compensation paid by GE or a subsidiary.

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 Independence
The Board considered the following relationships and transactions in making its determination that all director nominees, other than Mr. Culp, are independent.

GE TRANSACTION & 2020 MAGNITUDE

DIRECTOR/NOMINEE     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
Bazin AccorHotels Chair & CEO N/A N/A
Horton Global Infrastructure Partners Partner N/A 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 organization’s revenues

14       GE 2021 PROXY STATEMENT


Table of Contents

Board Leadership Structure

GE believes that independent board oversight is an essential component of strong corporate performance. We also believe that the decision as to whether the positions of Chairman and CEO should be combined or separated, and whether an executive or an independent director should serve as the Chairman should be based upon the circumstances facing the company. Maintaining flexibility on this policy allows the Board to choose the leadership structure that will best serve the interests of the company and its shareholders at any particular time.

WHY OUR BOARD LEADERSHIP STRUCTURE IS APPROPRIATE FOR GE AT THIS TIME. The Board continues to believe that its current leadership structure, which has a combined role of Chairman and CEO, counterbalanced by a strong independent Board led by a lead director and independent directors chairing each of the Board Committees, is in the best interests of GE and its shareholders. In the Board’s view, this structure allows Mr. Culp, as Chairman and CEO, to drive strategy and agenda setting at the Board level, while maintaining responsibility for executing on that strategy as CEO. At the same time, our lead director, Tom Horton, works with Mr. Culp to set the agenda for the Board and also exercises additional oversight on behalf of the independent directors. The Board will continue to review the appropriateness of this structure and consider shareholder feedback from our ongoing engagements.

HOW WE SELECT THE LEAD DIRECTOR. The Governance Committee considers feedback from the current lead director, our other Board members and the Chairman, and then makes a recommendation to the Board’s independent directors. The independent directors elect the lead director, taking into account the recommendation of the committee. Tom Horton, former Chairman and CEO of American Airlines, was 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 scheduled at least three times per year (in addition to the numerous informal sessions that occur throughout the year) without any management directors or GE employees present
Chairman-independent director liaison — regularly meets with the Chairman and serves as liaison between the Chairman and the independent directors (although every director has direct access to the Chairman)
Shareholder communications — makes himself/herself available as the primary Board contact for direct communication with our significant shareholders
Board governance processes — works with the Governance Committee to guide the Board’s governance processes, including succession planning, the annual Board self-evaluation and the annual Chairman’s evaluation
Board leadership structure review — oversees the Board’s periodic review and evaluation of its leadership structure
Committee chair selection — advises the Governance Committee in choosing committee chairs
                                                   
   
CHAIRMAN OF THE
BOARD & CEO
 
LEAD DIRECTOR
elected solely by independent directors
 
   
    LEAD
DIRECTOR
also serves as: Management Development & Compensation Committee Chair
     CHAIRS
The chairs of our Audit and Governance Committees are independent
   
         
                 
     
      CONSIDERATIONS IN
SELECTING CURRENT
LEAD DIRECTOR
       
      Tom
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 Board’s decision to select Mr. Horton as lead director took into account the tenures and capabilities of each independent director, along with a potential candidate’s willingness and ability to serve as lead director, understanding that the position entails significant responsibility and time commitment. The Board considered that Mr. Horton also serves as lead independent director for Walmart. However, the fact that Walmart also has a separate board chairman mitigated concerns about Mr. Horton’s ability to dedicate sufficient time to the role as GE’s lead director.
   

GE 2021 PROXY STATEMENT       15


Table of Contents

Board Operations

Full Board

13 meetings in 2020 (including 3 independent director meetings)

Chairman
Larry Culp
Lead Director
Tom Horton

Members
Bazin Garden Lesjak
Carter Horton Reynolds
Culp Lavizzo- Seidman
D’Souza Mourey Tisch



2020 AREAS OF FOCUS
Health and safety of employees and communities
Oversight of risk management and governance for COVID-19-related uncertainty
Capital structure and liquidity, particularly
reducing leverage and de-risking the balance sheet
Business performance and long-term strategy reviews
Strategy for the energy transition
Cybersecurity
Leadership transitions,
particularly for the CFO and Aviation CEO
Boeing 737MAX safe return to flight
Enterprise risk management
Oversight of Healthcare product development and market dynamics
GE Capital and Insurance

A TYPICAL GE BOARD MEETING
During 2020, the Board held 6 regularly scheduled meetings, plus 7 special meetings. Due to the COVID-19 pandemic, starting in March of 2020, the meetings were held virtually and the schedules were adjusted to accommodate director participation from different time zones.

1 Before the Meeting Board committee chairs:
prep meetings with management, auditors and outside advisors
Management: internal prep meetings
2 Thursday (Day 1) Daytime: Board committee meetings and Board meeting Evening: Informal gathering with senior managers & Board working dinner
3 Friday (Day 2) Early morning: independent directors’ breakfast session Late morning: full Board meeting (including reports from each committee chair) followed by an executive session
4 After the Meeting Management: follow-up sessions to discuss & respond to Board requests

INDEPENDENT DIRECTOR MEETINGS

The independent directors meet in executive session during at least 3 of the regularly scheduled Board meetings. They may have other special meetings throughout the year. These executive sessions promote candor and discussion of matters in a setting that is independent of the Chairman and CEO. The lead director chairs each of these executive sessions.

The GE Board in Action: 2020 Highlights

Our Board recognizes that its oversight of our strategic priorities and responsibility to GE shareholders requires a personal and professional commitment that extends well beyond regularly scheduled Board meetings. Ongoing and meaningful engagement with the business is critical to staying informed and provides the type of insight that allows our directors to provide effective guidance to our leadership team and to engage in constructive dialogue with each other.

ENGAGEMENT WITH THE BUSINESS

Periodic Board Calls
Provide an opportunity for the CEO and the rest of the Board to discuss company operations in real-time

Business Visits and Functional Deep Dives
Provide opportunity for direct employee interaction and better understanding of GE culture

Annual Senior Leadership Meeting
Director attendance and presentations

Employee Resource Group Meetings
The Board engaged in meetings of the African American Affinity Forum and Women’s Network

ENGAGEMENT WITH SHAREHOLDERS

“Say-on-Pay” Engagement
Engagement with shareholders included Tom Horton (Lead Director & Management Development & Compensation Committee Chair)

SUCCESSION PLANNING

New Aviation CEO Recruitment
The Board engaged in the recruitment, interviewing and selection of candidates

DIRECTOR EDUCATION

New Director Orientation
Full Board and Audit Committee orientation program for Mr. Carter

Ongoing Functional Deep Dives
Board education sessions on Lean fundamentals, safety and the energy transition


16       GE 2021 PROXY STATEMENT


Table of Contents

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.

Audit
13 meetings in 2020

Governance & Public Affairs
5 meetings in 2020

Management Development & Compensation
7 meetings in 2020

Chair
Leslie Seidman

Other Members
Carter, D’Souza, Lesjak & Reynolds

Chair
Risa Lavizzo-Mourey

Other Members
Bazin, Horton, Lesjak & Tisch

Chair
Tom Horton

Other Members
Bazin, D’Souza, Garden & Reynolds


COMMITTEE RESPONSIBILITIES
The primary responsibilities of each committee are listed below. For more detail, see the Governance Principles and committee charters (see “Helpful Resources” on page 73)
Recent Activities and Key Focus Areas
Completing the process to select an independent auditor for the fiscal-year ending December 31, 2021 and overseeing transition of the auditor
Overseeing the detailed audit plan and independent audit budget
Conducting cross-functional reviews with corporate audit staff, tax, IT, controllership and legal teams
Overseeing changes to leadership and structure of the internal audit staff
Overseeing material litigation strategy and changes to the compliance and cybersecurity programs
Overseeing efforts to set new climate goals and revamp disclosure of environmental, social and governance matters
Overseeing political spending and lobbying disclosure
Reviewing the Board’s leadership structure and committee composition
Overseeing management of environmental remediation efforts
Identifying and recruiting new directors
Reviewing critical talent to support the needs of GE with focus on human capital management, succession, diversity and talent development
Overseeing COVID-related retention of critical talent, salary reductions and modification of benefit programs
Focusing on increased alignment of pay and performance through effective short- and long-term incentive compensation design
Reviewing shareholder feedback and external benchmarking of compensation practices
Overseeing cultural shift for GE, prioritizing values of candor, humility and transparency

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.

Key Responsibilities and Areas of Risk Oversight

Oversees GE’s independent auditor, including the audit plan and budget, and monitors independence and performance
Oversees the effectiveness of GE’s financial reporting processes and systems
Discusses with auditor and management key reporting practices (including non-GAAP), critical audit matters and new accounting standards
Monitors the effectiveness of GE’s internal controls
Reviews and evaluates the scope and performance of the internal audit staff and compliance program
Oversees the company’s enterprise risk management and cybersecurity programs
Monitors GE’s significant litigation and investigations
Oversees the Board’s governance processes, including all significant governance policies and procedures
Oversees company policies and strategies related to climate change management, political spending & lobbying, human rights, and environment, health & safety
Reviews Board composition in connection with long-term strategy and identifies new directors for GE
Oversees Board and committee self-evaluations
Reviews any Board conflicts of interest, as applicable
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
Evaluates and approves compensation of the CEO
Oversees compensation policies and practices to ensure that they do not encourage unnecessary risks
Oversees recruitment, development and retention efforts for all employees
 

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 2021 PROXY STATEMENT        17


Table of Contents

Key Areas of Board Oversight

Strategy
The Board has oversight responsibility for management’s establishment and execution of corporate strategy. Elements of strategy are discussed at every regularly scheduled Board meeting, guided by the current company-level priorities of continuing to strengthen our businesses, solidifying GE’s financial position, and driving long-term profitable growth. The Board also engages directly with the leaders of GE’s businesses and regularly reviews the businesses’ strategic and operational priorities, the competitive environment, market challenges, economic trends and regulatory developments.

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

cybersecurity programs; and internal audits. GE’s Chief Risk Officer coordinates the company’s enterprise risk management framework, and reports periodically to the Audit Committee and the full Board on risk topics. During 2020, we adopted operational and governance rhythms across the company, and with the Board, to coordinate and oversee actions related to the COVID-19 pandemic, including an internal task force to protect the health and safety of our employees globally and maintain business continuity; the assessment of financial and operating impacts, financial planning and mitigating cost, cash, and other actions in response; funding and liquidity management and related treasury actions; enterprise risk management and other functional activities across our global commercial, supply chain, human resources, controllership, government affairs, and other organizations. Other reviews with the Audit Committee or Board have included discussions of top enterprise risks, risk management processes at the GE business-level, liquidity risk management and stress testing, delegations of authority for significant transactions and expenditures, and risks related to the company’s strategic planning and priorities.

We typically organize enterprise risks into the broad categories of strategic, operational, financial, legal and compliance or reputational risk. Risks identified through our risk management processes are prioritized and, depending on the probability and severity of the risk, escalated as appropriate. Senior management discusses these risks regularly with the risk owners within the businesses or at the Corporate level. Risk leaders within the businesses and corporate functions are responsible for presenting risk assessments and key risks to senior management and, when appropriate, to the Board or the relevant committee of the Board. For example, each GE business discusses its top enterprise risks during quarterly operating reviews, as well as risk mitigation strategies and other related considerations. In addition, GE business leaders periodically review their risk management programs and top risks with the Audit Committee, which is responsible for the oversight of GE’s overall enterprise risk management framework. Refer to the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2020 for a discussion of key risks that could have a material adverse effect on our business, reputation, financial position and results of operations.

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, and the future of smarter and more efficient flight. We recognize the importance of these topics to our shareholders and other stakeholders, and sustainability is a driving force behind the work we do and the company’s long-term value. As GE continues to deepen its focus on these matters internally, we also plan to publish an updated GE Sustainability Report later in 2021.

Sustainability is an integrated aspect of how we think about strategy and risk. GE’s 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, these topics often span multiple functional categories and areas of oversight, and therefore involve discussion at the full Board level rather than individual committees.

18       GE 2021 PROXY STATEMENT


Table of Contents

Board Oversight

Key Areas Related to Strategy, Risk & Sustainability

     
FULL BOARD
Long-term strategy
Most significant risks facing GE
Reviews with each business
De-leveraging and liquidity
Energy transition and climate change
     
AUDIT COMMITTEE
Financial statements, systems & reporting
Regulatory, compliance and litigation risks
Cybersecurity
Enterprise risk management framework
Auditors (internal and external)
     
GOVERNANCE &
PUBLIC AFFAIRS
COMMITTEE
Corporate governance
Public policy
Environmental, health and safety matters
Support of full Board’s oversight on climate change
     
MANAGEMENT
DEVELOPMENT &
COMPENSATION
COMMITTEE
Human capital management and talent development
Succession planning
Executive compensation
     
 

Key Governance Processes

Management Level

      OPERATING
REVIEWS
Quarterly GE CEO reviews with each business on their operating priorities, execution against plan and top risks
      ORGANIZATION &
TALENT REVIEWS
Annual GE CEO review dedicated to organization and critical talent strategy to drive business results, including action plans related to cultural transformation and diversity
      LONG-TERM
STRATEGY
REVIEWS
Annual long-range review of business strategy, technology roadmap and competitive position, including investment requirements to deliver sustainable growth
      BUDGET PROCESS
Annual budget planning process, designed to focus shorter-term financial execution and investments profile to deliver long-term strategic objectives
     
 

Enterprise Risk Management Framework

STRATEGIC
RISK
     OPERATIONAL
RISK
     FINANCIAL
RISK
     LEGAL &
COMPLIANCE
RISK
     REPUTATIONAL
RISK

GE 2021 PROXY STATEMENT       19


Table of Contents

Oversight of Environmental, Social and Governance (ESG) Programs
As noted above, the Board and its committees oversee the execution of GE’s environmental, social and governance strategies and initiatives as an integrated part of their oversight of the company’s overall strategy and risk management, including as it relates to climate change-related risks and opportunities. In addition, the Governance Committee assists the Board in its oversight of corporate social responsibilities, significant public policy issues, protection of human rights, environmental, health & safety (EHS) matters, political contributions and lobbying activities.

For additional reporting on these programs, see GE’s ESG webpages, our 2020 Diversity Annual Report and our forthcoming Sustainability Report (see “Helpful Resources” on page 73).

Climate and Environment, Health & Safety (EHS)
We believe that GE is uniquely positioned to contribute to efforts to reduce greenhouse gas emissions. As the company that has led the way in innovation for over a century, GE can deliver technology for the world to help nations meet their contributions toward the emissions reduction targets called for by the 2015 Paris Agreement and achieve the long-term goal of sustainable development. Over the years, we have designed a diverse portfolio of some of the most advanced products to enable emission reductions, including: our Haliade-X, the world’s most powerful offshore wind turbine in operation; our suite of GE onshore wind turbines, with more than 49,000 turbines installed globally and an industry leading 53% of new wind turbines installed in the U.S. in 2020; our 7HA.03 gas turbine, which will power the first plant in the U.S. with a large-scale turbine fired by a blend of hydrogen and natural gas; our digital grid solutions that enable rapid renewables growth and resiliency; our small modular reactors (BWRX-300 and Natrium), which could be deployed to fully decarbonize the grid as a zero emissions solution; and our GE9X engine, the world’s largest and most powerful aircraft engine that is also the most efficient engine we have ever built and is designed to deliver 10% greater fuel efficiency than its predecessor. Significant actions over the last year also demonstrate GE’s alignment with the goals of the Paris Agreement: We announced a new goal of achieving carbon neutrality for our own operations by 2030. We also announced that we are pursuing an exit from the new build coal power market. For additional discussion related to a shareholder proposal on this topic, see “Shareholder Proposal No. 3” on page 66. EHS excellence is fundamental to who we are, and we are committed to protecting our people, the environment, our communities, and the GE brand. GE is committed to ensuring that all communities where we operate realize the strongest environmental protection from our activities. We impose our heightened standards globally for our employees and communities regardless of the local regulatory regime. We strongly believe that access to affordable, reliable, sustainable electricity is critical to reducing poverty and hunger, and promoting access to education and healthcare for all people.

Human Rights and Supply Chain
GE is proud to be a leader in respecting human rights across our operations—from our supply chain to our products. We have long collaborated with peers, partners, governments and civil society in search of practical ways to address some of the world’s most complex human rights challenges such as the unethical recruitment of vulnerable workers, one of the leading causes of modern slavery.

Suppliers are critical partners in GE’s global value chain, and our supply chain extends to countries where environmental, health, safety, labor, and human rights laws have certain weaknesses. GE’s Supplier Integrity Guide governs our expectations of all suppliers and includes specific prohibitions against forced, prison or indentured labor and against subjecting workers to any form of compulsion, coercion or human trafficking. The Supplier Integrity Guide is reinforced by our industry-leading global supply chain audit program under which we audit suppliers in high risk countries before approval for onboarding and periodically thereafter. Since 2005, GE has conducted more than 31,000 supplier assessments spanning 100 countries. Wherever possible, we work with suppliers to improve their practices and build their capacity in the interests of workers and communities.

     

Human Capital Management
The strength and talent of our workforce are critical to the success of our businesses, and we continually strive to attract, develop and retain people commensurate with the needs of our businesses in their operating environments. The company’s human capital management priorities are designed to support the execution of our business strategy and improve organizational effectiveness. We monitor various factors across our priorities, including as a part of our business operating reviews during the year. The priorities focus on: protecting the health and safety of our workforce; sustaining a company culture based in leadership behaviors of humility, transparency and focus with a commitment to unyielding integrity; developing and managing our talent to best support our organizational goals; and promoting inclusion and diversity across the enterprise.

The Board believes that human capital management and succession planning, including diversity and inclusion initiatives, are critical to the company’s success. Our Board’s involvement in leadership development and succession planning is ongoing throughout the year. The Board has primary responsibility for succession planning for the CEO and oversight of other key senior management positions. The Management Development & Compensation Committee oversees the company’s talent development programs, and the Board meets regularly with high-potential executives at many levels across the company through formal presentations and informal events throughout the year. The Management Development & Compensation Committee is also regularly updated on key talent indicators for the overall workforce.

Philanthropy – GE Foundation
The GE Foundation, a philanthropic organization of GE, is committed to transforming our communities and shaping the diverse workforce of tomorrow by leveraging the power of GE. We are developing skills by bringing innovative learning in community health globally and science, technology, engineering and mathematics (STEM) education, scaling what works, and building sustainable solutions. The GE Foundation also supports employee giving with a corporate matching gift program and awards scholarships to children of eligible GE employees around the world.

Compliance and Integrity
Effective compliance depends on culture and leadership. We view our reputation for integrity and compliance as a competitive and recruiting advantage, and we expect our leaders from the top down to create a culture of compliance. We are committed to an open reporting environment in which employees are encouraged to promptly raise concerns without fear of retaliation. Our Code of Conduct policy, The Spirit & The Letter, details the expectations of everyone who works for or represents GE, in specific areas such as improper payments, working with governments, competition law, international trade compliance, cybersecurity and privacy and respectful workplace. Open reporting is the cornerstone of GE’s commitment to integrity. As a result, we rely on all of our employees to raise issues when they see something that they believe may violate a law or GE policy. We believe our employees are our first and best line of defense.

20       GE 2021 PROXY STATEMENT


Table of Contents

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 2020, the evaluation process was conducted by Mr. Horton as the lead director.


    
1

Evaluation Questionnaires
Directors completed written questionnaires focusing on the performance of the Board and each of its committees.

2
Individual Interviews
The lead director conducted a one-on-one interview 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 questionnaire and interview responses with the full Board.

4

Use of Feedback
The Board and each of its committees developed plans to take actions based on the results, as appropriate.

5
Changes Implemented
The 2020 evaluation reaffirmed that changes implemented following the 2018 and 2019 self-evaluation process, such as enhancements to Board and committee materials and elimination of the Finance and Capital Allocation Committee, had resulted in improvements. Other changes coming out of the 2020 self-evaluation included:
increased focus on talent development and succession planning; and
augmented focus on oversight of risk and long-term strategy.

 
     
     

GE 2021 PROXY STATEMENT       21


Table of Contents

How We Get Feedback from Investors

Our Investor Engagement Program
We conduct extensive governance reviews and investor outreach throughout the year involving our directors, senior management, investor relations, legal and human resources departments. This helps management and the Board understand and focus on the issues that matter most to our shareholders so GE can address them effectively.

GE Participants How the Board Receives Direct Feedback from Major Institutional Investors
Independent directors
Senior management
Investor relations department
Legal department
Human resources department
      STRATEGY AND
BUSINESS MATTERS
From time to time, GE’s independent directors meet with representatives of our shareholders. This complements management’s investor outreach program and allows directors to directly solicit and receive investors’ views on GE’s strategy and performance.
      GOVERNANCE AND COMPENSATION MATTERS
Our lead director regularly accompanies management on its governance-focused roadshow with a number of significant investors, and other directors join these outreach discussions from time to time. In 2020, our lead director participated in discussions with a number of our largest investors to solicit feedback on executive compensation programs, Board engagement and the Board’s role in overseeing the company’s strategy and portfolio transformation.

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 department as well as the engagement we do with retail investors.

HOW YOU CAN COMMUNICATE WITH YOUR BOARD
The Audit Committee and the independent directors have established procedures to enable anyone who has a comment or concern about GE’s conduct — including any employee who has a concern about our accounting, internal accounting controls or auditing matters — to communicate that comment or concern directly to the lead director or to the Audit Committee. Information on how to submit these comments or concerns can be found on GE’s website (see “Helpful Resources” on page 73).

22       GE 2021 PROXY STATEMENT


Table of Contents

Recent Investor Discussion Topics and Board Response
GE STRATEGY AND
PORTFOLIO
Critically review the company’s strategy and portfolio, narrowing our focus to strengthen our businesses to improve top-line and bottom-line performance
      CLIMATE CHANGE
Assess the company’s long-term strategy and shift to a low-carbon future, with a focus on environmental impact of products and operations
      HUMAN CAPITAL
MANAGEMENT
Review key talent with a focus on diversity, development and retention efforts
      EXECUTIVE
COMPENSATION
Simplify our executive compensation programs to increase focus on key performance metrics and alignment with shareholders
      BOARD
COMPOSITION
Continue our ongoing Board refreshment, adding directors with relevant industry experience and skill sets


Compensation-Related Investor Feedback

The majority of investors with whom we engaged indicated that they were supportive of the Management Development & Compensation Committee’s actions overall. In particular, investors indicated that they were supportive of:

Taking action to attract and retain key talent during a period of uncertainty for the company;
Focusing on incorporating performance metrics that are aligned with operational accountability for our executives;
Ongoing efforts to align executive pay with results for shareholders through equity; and
Simplifying the performance metrics used across our compensation programs.

Investors had concerns about the following actions by the Management Development & Compensation Committee:

Granting large equity awards to the CEO and CFO, at lower stock price targets than the CEO’s original inducement award; and
Granting executive pay at levels that are misaligned with multi-year share performance.

Compensation Committee Response

As part of its assessment of GE’s executive compensation programs, the 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 shareholders and the relationship between risk-taking and the incentive compensation we provide to our named executives.

After considering these factors, the committee decided to take the following actions to increase management accountability and more closely align management’s interests with shareholders:

Continue to shift executive compensation away from cash-based programs and to equity more broadly (beyond our named executive officers);
Grant PSUs to a broader swath of our executives;
Change the performance metrics for the 2021 PSUs to incorporate 1-year operating metrics with a 3-year relative total shareholder return modifier; and
Further align the annual bonus program with specific performance goals for 2021 by applying a performance modifier to increase or decrease awards based on achievement of safety objectives.

GE 2021 PROXY STATEMENT       23


Table of Contents

Other Governance Policies & Practices

Director Attendance at Meetings
The Board expects directors to attend all meetings of the Board and the committees on which the director serves as well as the annual shareholders meeting.

BOARD/COMMITTEE MEETINGS. In 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 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 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 Boards
GE 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.

      PERMITTED # OF PUBLIC COMPANY BOARDS
(INCLUDING GE)
Public company
executives
2*
Other directors 4
PERMITTED # OF PUBLIC COMPANY AUDIT
COMMITTEES (INCLUDING GE)
Audit Committee Chair 2
Audit Committee member 3
OTHER RESTRICTIONS
Lead Director Absent special circumstances should not serve as lead director, chairman or CEO of another public company
* Service on the board of a public company for which a director serves as an executive, together with service on the board of any public company subsidiary or public affiliates as part of the director’s executive responsibilities, shall count as one board for purposes of this limit.

HOW WE APPLIED TO BAZIN. Mr. Bazin is in compliance with GE’s policy on public board service although he serves on three public company boards, including GE. In assessing the time commitment for these boards, we note that Mr. Bazin serves on two of those boards in connection with his role as Chairman and CEO of AccorHotels. In addition to serving as the Chairman of Accor, he serves on the board of Huazhu Group Limited (formerly known as China Lodging Group), in which Accor owns a stake. Accor and Huazhu Group have also entered into a strategic alliance pursuant to which Huazhu Group is the master franchiser for Accor’s economy hotel business in China.

HOW WE APPLIED TO TISCH. Mr. Tisch is in compliance with GE’s policy although he serves on four public company boards, including GE. Mr. Tisch is the CEO of Loews, which is a diversified holding company whose business operations are entirely conducted through its subsidiaries. The three other public company boards on which Mr. Tisch serves are all within Loews’s 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 Spending
The Governance Committee, composed solely of independent directors, oversees the company’s political spending and lobbying. This includes political and campaign contributions as well as any contributions to trade associations and other tax-exempt and similar organizations that may engage in political activity. As part of its oversight role in public policy and corporate social responsibility, the 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 73).

24       GE 2021 PROXY STATEMENT


Table of Contents

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 PRACTICES
Each 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. As SEC rules require, we disclose in this 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, there have been no related person transactions meeting the requirements for disclosure in this proxy statement.

FACTORS USED IN ASSESSING RELATED PERSON TRANSACTIONS

Nature of related person’s interest in transaction
Material transaction terms, including amount involved and type of transaction
Importance of transaction to related person and GE
Whether transaction would impair a director or executive officer’s judgment to act in GE’s best interest
Any other matters the committee deems appropriate, including any third-party fairness opinions or other expert reviews obtained in connection with the transaction

For a description of shareholder derivative lawsuits involving certain current and former GE executives and members of the Board, refer to Note 23. Commitments, Guarantees, Product Warranties and Other Loss Contingencies in GE’s financial statements in our 2020 Annual Report on Form 10-K.

Stock Ownership Information

Common Stock & Total Stock-Based Holdings Table
The following table includes 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 of more than 5% 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

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 (see note 1 below) and Mr. Culp, who has sole voting but not investment power over 0.2% of our outstanding shares.
T. Rowe Price, Vanguard, BlackRock and Fidelity own 7.7%, 7.4%, 6.5% and 5.5%, respectively, of our total outstanding shares.

GE 2021 PROXY STATEMENT       25


Table of Contents

COMMON STOCK. This column shows beneficial ownership of our common stock as calculated under SEC rules. Except to the extent noted below, everyone included in the table has sole voting and investment power over the shares reported. None of the shares are pledged as security by the named person, although standard brokerage accounts may include non-negotiable provisions regarding set-offs or similar rights.(1) For the named executives, the Stock sub-column includes non-voting interests that may be converted into shares of GE common stock within 60 days including RSUs. This column also includes shares that may be acquired under stock options that are currently exercisable or will become exercisable within 60 days (see the Options sub-column). For Mr. Culp, this column also includes 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 shown in the Common Stock column (as described above), plus non-voting interests such as PSUs (included at the target payout level) and other interests that cannot be converted into shares of GE common stock within 60 days, including, as appropriate, RSUs, DSUs, deferred compensation accounted for as units of GE stock, and stock options. As described under “Director Compensation” on page 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 shares over which the named individual has shared voting and investment power through family trusts or other accounts: Cox (106,690), Culp (1,182,276), Garden (32,131,316)(1), Horton (55,248), Reynolds (4,300), Strazik (11,659), Timko (10,000) and Tisch (3,540,000)(2).

CURRENT DIRECTORS & EXECUTIVES. These columns show ownership by our current directors and executive officers (therefore excluding any shares owned by Ms. Miller). This row includes: (1) 9,091,505 shares that may be acquired under stock options that are or will become exercisable within 60 days, (2) 137,123 RSUs that vest within 60 days, (3) 37,041,489 shares over which there is shared voting and investment power, and (4) 13,943,028 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, this column refers to 32,131,316 shares owned Trian SPV (Sub) X, L.P (“Trian SPV X”). Trian, an institutional investment manager, serves as the management company for Trian SPV X and as such determines the investment and voting decisions of Trian SPV X with respect to the shares of the company held by Trian SPV X. None of such shares are held directly by Mr. Garden. Mr. Garden is a member of Trian Fund Management GP, LLC, which is the general partner of Trian, and therefore is in a position to determine the investment and voting decisions made by Trian on behalf of Trian SPV X. Accordingly, Mr. Garden may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the shares owned by Trian SPV X. Mr. Garden disclaims beneficial ownership of such shares for all other purposes.
(2) For Mr. Tisch, this refers to 540,000 shares owned by a Tisch family trust and 3,000,000 shares owned by Loews Corporation, of which Mr. Tisch is the CEO, President, a director and shareholder. Mr. Tisch disclaims beneficial ownership of the shares owned by Loews Corporation except to the extent of his pecuniary interest, if any, in those shares.

26       GE 2021 PROXY STATEMENT


Table of Contents

MANAGEMENT
PROPOSAL NO. 1

Advisory
Approval of
Our Named
Executives’ Pay

What are you voting on?
In accordance with Section 14A of the Exchange Act, we are asking shareholders to vote on an advisory basis to approve the compensation paid to our named executives, as described in this proxy statement.

Impact of the say-on-pay vote. This advisory proposal, commonly referred to as a “say-on-pay” proposal, is not binding on the Board. However, the Board and the Management Development & Compensation Committee will review and consider the voting results when evaluating our executive compensation program.

We hold say-on-pay votes annually. Under the Board’s policy of providing for annual say-on-pay votes, the next say-on-pay vote will occur at our 2022 annual meeting.


Your Board recommends a vote FOR the say-on-pay proposal

Why the Board recommends a vote FOR the say-on-pay proposal. The Board believes that our compensation policies and practices are effective in achieving the goals of the compensation program.

Compensation

Dear GE Shareholders,

As the Management Development and Compensation Committee, we are committed to ensuring that GE has the right leadership team in place, and that our compensation programs appropriately balance business performance, individual accountability and incentives to build a stronger and more valuable GE. Amidst the unprecedented challenges from the COVID-19 pandemic, our objective has been to retain and attract individuals of outstanding character and ability who are resilient to the demands of continuing the turnaround of our complex global business. Our deliberations over the past year have been influenced by the following:

GE’s transformation to date has been significant but remains ongoing. By the end of 2020, the leadership team had demonstrated significant progress, with improved profitability and cash performance despite a still difficult macro-environment. The team reduced external debt by $16 billion in 2020 and $30 billion since the beginning of 2019. Our committee recognizes the significance of that achievement. But this transformation is a multi-year work in progress, and the ongoing operational and cultural transformation efforts are building a foundation for long-term profitable growth. We believe it is important to provide appropriate incentives for our leaders to see this transformation through.
GE is continuing the important work of strengthening its leadership team. Since Larry Culp was hired as Chairman and CEO in September 2018 to lead GE’s transformation, we have formed a new, capable senior leadership team in which more than three-quarters of Larry’s direct reports are new to their roles, and one-third are new to GE. We fully support these appointments as necessary for the turnaround, although they introduce a significant amount of change to the organization that we seek to pace thoughtfully and carefully.
It takes steady hands to manage a transformation. Our CEO is an experienced and outstanding leader, with a proven track record and methodology to deliver transformational results. But he cannot deliver alone, and our committee seeks to support him with the tools to attract and retain the people and skills needed for GE’s complex global business.

Strengthening and Securing our Leadership Team
As we started 2020, we had a good deal of optimism that the worst of GE’s challenges was behind us. Then came COVID-19, and during the early months of the pandemic, the Board and
      leadership team were focused first on protecting the health and safety of GE employees and our communities, as well as on taking actions across the company to maintain continuity, manage risk and proactively mitigate the adverse financial impacts from COVID-19. As the pandemic took its toll, it became abundantly clear that the GE transformation would take longer than previously contemplated. We also heard concerns from shareholders that Larry’s original employment arrangement did not provide enough retention value to be meaningful, given the extent to which the pandemic was adversely affecting both the timeline for GE’s turnaround and the company’s stock price compared to when Larry became CEO in 2018. Given Larry’s performance and total dedication to GE’s future, the full Board, with our committee playing a lead role, undertook to secure his services beyond the term of his original agreement. As GE reported in August 2020, we amended Larry’s agreement to extend the term by two years to 2024 (with an option to extend for an additional year), and we granted him performance shares with a performance period aligned to this extended employment term. Larry’s compensation remains overwhelmingly tied to GE’s performance, with the performance shares targeting a significant return to shareholders, and no performance shares will be earned unless Larry remains with GE through the extended term of the agreement.

We have engaged with shareholders about this decision. We understand the range of their views and discussed them ourselves as a committee, including both Larry’s importance to GE and perceptions about the timing of our actions relative to market declines and volatility amidst the pandemic. On balance, we concluded that securing Larry’s continued leadership was one of the most important steps that we could take during a period of great uncertainty about the company’s outlook. Our committee considered other potential alternatives for amending Larry's award agreement, but ultimately decided to stay as close as possible to the design of the original award. We made this choice considering the extraordinary circumstances, and with an objective of removing any uncertainty and risk relative to Larry's retention. We also took actions to secure and incentivize the ongoing efforts of other key employees across the organization, including members of Larry’s leadership team. We believe these actions were in the best interests of shareholders, and we ask for your support in the “say-on-pay” vote in this year’s proxy statement.

In 2020, we also focused significant attention on talent below the CEO level. Our new GE CFO, Carolina Dybeck Happe, joined in March 2020. We

GE 2021 PROXY STATEMENT       27


Table of Contents

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 2020
In 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 Programs
In 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

     

     

     

     

THOMAS HORTON
(Chairman)

SÉBASTIEN BAZIN

FRANCISCO D’SOUZA

EDWARD GARDEN

PAULA ROSPUT REYNOLDS


28       GE 2021 PROXY STATEMENT


Table of Contents

Overview of Our Executive Compensation Program

Although the executive compensation discussion in this proxy statement focuses on the compensation decisions for our named executives—Larry Culp (Chairman & CEO), Carolina Dybeck Happe (SVP, CFO), Jamie Miller (Former SVP, CFO), Kieran Murphy (SVP, GE & CEO, GE Healthcare), John Slattery (SVP, GE & CEO, Aviation), and Scott Strazik (SVP, GE & CEO Gas Power) — our compensation programs generally apply broadly across GE’s executives.

Compensation Philosophy

The table below describes the key elements the Management Development & Compensation Committee considers when designing pay programs and making compensation decisions.

OBJECTIVE

HOW OUR COMPENSATION PROGRAM SUPPORTS THIS PHILOSOPHY

Drive Accountability and Performance

     
Our incentive programs are designed to drive accountability for executing our strategy.
We set target performance levels that are challenging but reasonably achievable and are aligned to the goals we communicate to investors.
We set commensurately more challenging goals in association with above-target payout levels.
Annual bonuses are tied to business unit results for business unit executives or to total company performance for corporate executives; annual equity awards for all executives are based on overall company performance.

Incentivize Short- and Long-Term Performance

Our program provides an appropriate mix of compensation elements.
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 Retain Top Talent

Provide competitive compensation programs that attract and retain talented executives with a strong track record of success, assuring a high performing and stable leadership team to lead our long-cycle businesses.
Continue to monitor market trends and align compensation programs with market where relevant.

No Excessive Risk Taking

Our equity awards have specific holding and retention requirements for senior executives, which discourages excessive risk taking by ensuring that pay remains subject to our share price performance even after it is earned.
In addition, the committee retains discretion to adjust compensation pursuant to our clawback policy, as well as for quality of performance and adherence to company values. See “Clawbacks and Other Remedies for Potential Misconduct” on page 53 for more information.

Compensation Program Elements
The table below sets forth the primary elements of our executive compensation programs.

2020 COMPENSATION PROGRAM FRAMEWORK: PRIMARY ELEMENTS

SALARY

BONUS

PSUs

OPTIONS

RSUs

Objective

Provide base pay level aligned with roles and responsibilities

Deliver on annual investor framework

Drive stock price appreciation and retention

Increase stock price

Provide long-term retention

Performance period

Ongoing

Annual

3-year performance period

Generally 3-year vesting period

Performance measures

Organic Margin Expansion, Organic Revenue Growth and Free Cash Flow
Individual performance

GE TSR v. S&P 500 Industrial Index

Stock price appreciation

CEO target pay mix*

Average other NEO target pay mix*

 
*

Pay mix reflects annual compensation program elements and does not include Leadership Equity Awards or other special compensation arrangements.

PEER GROUP. In 2019, our Management Development & Compensation Committee adopted a peer group for compensation benchmarking purposes. We use 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. For more information on the peer group, see “Other Executive Compensation Practices and Policies” on page 53.


GE 2021 PROXY STATEMENT       29


Table of Contents

Overview of Our Incentive Compensation Plans

This section provides an overview of GE’s incentive compensation plans 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. See “Compensation Actions for 2020” on page 35 for amounts paid to the named executives as well as how we assessed their individual performance.

Annual Bonuses
We provide annual cash incentive opportunities to our named executives under GE’s Annual Executive Incentive Plan (AEIP). Awards granted 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 events and adjust the AEIP pool payout level, if warranted. The committee can further modify individual awards up or down based on performance against individual objectives.

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. For our named executives, target bonuses are typically set at 100-150% of salary.

In February following the performance period, the committee assesses performance against the metrics for the prior year to determine the payout level for each bonus pool, including whether positive or negative discretion should be applied. The CEO leads the assessment of each named executive’s individual performance, and makes an initial compensation recommendation to the committee for each executive. In doing so, he receives input and data from our chief human resources officer. The chief human resources officer also provides input and information as to the CEO’s compensation directly to the committee for their consideration. The CEO has no role in the committee’s determination of his bonus.

   

INDIVIDUAL AWARDS

   
   

 

COMPANY/BUSINESS

INDIVIDUAL

   

TARGET BONUS AWARD

PERFORMANCE

 PERFORMANCE FACTOR

(0-150%)

(0-125%) bonus not to exceed 2x target

 

30       GE 2021 PROXY STATEMENT


Table of Contents

How We Evaluated Business Performance and Set Bonus Pools for 2020
In light of the unprecedented challenges that 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’s 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-year results as of the beginning of the second half of the year; and (3) business unit progress on key operational priorities, such as progress on Lean cultural transformation and improvement of safety metrics. The committee applied its judgment in evaluating these additional considerations, including their relative weighting, with some business units receiving a higher pool but below target funding than they would have received solely based on financial performance against original goals and other business units pool funding decreasing based on this evaluation.

The chart below sets forth how Corporate (based on total company) and 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 Happe and Miller—bonuses were evaluated based upon the achievement of performance goals for the company as a whole. Despite overall company results being negatively impacted by the COVID-19 pandemic, management moved quickly to reduce costs, preserve cash and manage our debt obligations, strengthening our capacity to work through the uncertainties triggered by the pandemic. Although the Corporate payout would have been 0% 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.

     AEIP POOL
PERFORMANCE METRICS
     THRESHOLD
(50%)
TARGET
(100%)
MAXIMUM
(150%)
     WEIGHT      RESULT      ADJUSTED BONUS
POOL PAYOUT
GE Corporate
(Culp, Dybeck
Happe, and Miller)
Free Cash
Flow ($M)*
50% Below
Threshold
80%
(0% for Mr.
Culp)
Organic Margin
Expansion (bps)*
25% Below
Threshold
Organic
Revenue
Growth*
25% Below
Threshold

*

Non-GAAP financial measures. For information on how these metrics are calculated, see “Explanation of Non-GAAP Financial Measures and Performance Metrics” on page 54.

AVIATION. Mr. Slattery’s bonus was based upon the Aviation business, for which he is the CEO. The Aviation business was particularly impacted by the challenges of the COVID-19 pandemic, but managed to improve margins in the second half of the year, ultimately delivering nearly breakeven free cash flow. Although the Aviation payout would have been 0% based on the metrics established prior to the COVID-19 pandemic, the business executed strongly on operational priorities, as well as cost and cash actions designed to mitigate the impact of COVID-19, 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.

     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

*

Non-GAAP financial measures. For information on how these metrics are calculated, see “Explanation of Non-GAAP Financial Measures and Performance Metrics” on page 54.

GE 2021 PROXY STATEMENT       31


Table of Contents

GAS POWER. Mr. Strazik’s bonus was based upon the Gas Power business, for which he is the CEO. The Gas Power business was negatively impacted by the effects 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 performance and the strong free cash flow performance (delivering positive free cash flow one year ahead of its commitment due 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
* Non-GAAP financial measures.
** The company does not report free cash flow, organic margin expansion or organic revenue growth metrics at the sub-segment level for Gas Power.
 
HEALTHCARE. Mr. Murphy’s bonus was based upon the Healthcare business, for which he is the CEO. The Healthcare business performed strongly in 2020, supporting the front lines of the COVID-19 pandemic by responding to the exponential increases in demand for certain products. In addition, the Healthcare team drove cost-out improvements, reduced inventory, and improved on-time delivery. Notwithstanding these results, the committee determined to adjust downward Healthcare’s bonus pool from a payout level of 138% to 125% of target in light of the fact that the business, while performing well on its operational goals, also in part benefitted from increased demand related to COVID-19.

     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 financial measures. For information on how these metrics are calculated, see “Explanation of Non-GAAP Financial Measures and Performance Metrics” on page 54.
** Excludes the BioPharma business.
 
POWER PORTFOLIO. 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.
 
RENEWABLES. The Renewables business performed strongly in 2020, with Onshore Wind delivering record global volumes and Offshore Wind receiving certification for the world’s most powerful offshore wind turbine in operation today. Grid Solutions and Hydro delivered better project execution and reduced costs. Notwithstanding these results, the committee determined to adjust downward the Renewable’s bonus pool from a payout level of 100% to 90% of target as a result of the execution against specific operational priorities including improvement of safety metrics.
 
CAPITAL. GE Capital was impacted by the effects of the COVID-19 pandemic, especially at GECAS, our aircraft leasing business. The business delivered reduced debt and executed strongly on operational goals. The 2020 AEIP pool performance metrics for GE Capital were based on financial and strategic metrics. The committee determined to adjust upward GE Capital’s bonus pool from a payout level of 90% to 100% of target based on the business’s performance against operational goals.

32       GE 2021 PROXY STATEMENT


Table of Contents

Overview of Long-Term Incentive Compensation
In recent years, we have used a mix of long-term incentive compensation awards: Performance Share Units (PSUs), Performance Shares, Restricted Stock Units (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 AMOUNTS. In determining award amounts, the committee evaluates each executive’s overall compensation relative to the market for similar talent, the mix of cash versus equity as a percentage of the executive’s overall compensation, the executive’s expected future contribution to the success of the company and the retentive value of such awards. In 2020, our annual equity incentive awards for senior executives other than Mr. Culp (who only received PSUs) were weighted approximately 50% as PSUs, 30% as stock options and 20% as RSUs.

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. By granting Mr. Culp solely performance-based equity, the committee has put more of Mr. Culp’s compensation at risk, providing him with increased incentive to drive longer-term improvements in the business.

WHY WE USE STOCK OPTIONS AND RSUs. We believe that stock options and RSUs effectively focus our named executives on delivering long-term value to our shareholders. Options have value only to the extent that the price of GE stock rises between the grant date and the exercise date. RSUs reward and retain the named executives by offering them the opportunity to receive GE stock if they are still employed by the company on the date the restrictions lapse.

OUR POLICY ON DIVIDEND EQUIVALENTS. With respect to PSUs, performance shares and RSUs, dividend equivalents or dividends, as applicable, are paid out only on shares actually received.

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):


(2020-2022)
2020 PERFORMANCE GOAL      HOW MEASURED      WEIGHTING      THRESHOLD
EARN 25%
     TARGET
EARN 100%
     MAXIMUM
EARN 175%

Relative TSR*

Cumulative GE TSR vs. S&P 500 Industrial Index

100%
* The Management Development & Compensation Committee has the authority to adjust this metric for extraordinary items.

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.

2020 RSUs AND STOCK OPTIONS. The annual RSUs and stock options granted in 2020 generally will vest in two equal installments on the second and third anniversary of the grant date.

2019 PSUs. The PSUs granted to the named executives in 2019 could convert into shares 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 PSUs are eligible to be earned as follows (with proportional adjustment for performance between threshold, target and maximum):


(2019-2021)
2019 PERFORMANCE GOAL      HOW MEASURED      WEIGHTING      THRESHOLD
EARN 25%
     TARGET
EARN 100%
     MAXIMUM
EARN 175%

Relative TSR*

Cumulative GE TSR vs. S&P 500 Index

100%
* The Management Development & Compensation Committee has the authority to adjust this metric for extraordinary items.

GE 2021 PROXY STATEMENT       33


Table of Contents

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 Awards
In 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 Awards
The 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 Program
From time to time the committee may authorize special compensation programs to incentivize acceleration of specific goals and priorities for a particular business. Such programs may be structured to pay out in the form of cash or equity. In December 2018, the committee approved a special 2-year program for leaders within the Gas Power business, to focus on accelerating free cash flow improvement. The cash award was to be paid at target if the 2019-2020 cumulative free cash flow goal of $(2.11) billion was met or exceeded. If 2019-2020 cumulative free cash flow was less than $(2.36) billion, no cash award would be paid, and if 2019-2020 cumulative free cash flow was $(1.86) billion or more, the cash award was to be paid at 150% of the target cash value (but in no event would it exceed 150%). Due to effective management of cost measures and operational improvements, the business delivered strong free cash flow during 2019 and positive cash flow in 2020, resulting in the award paying out at 150% of target. The award had a target value of $1.9 million for Mr. Strazik, based on 100% of Mr. Strazik’s target cash compensation for 2020 (including salary and target bonus). To remain eligible for the award, Mr. Strazik was required to remain the CEO of the Gas Power business through the end of 2020.


34       GE 2021 PROXY STATEMENT


Table of Contents

Compensation Actions for 2020

Larry Culp
CHAIRMAN & CEO


Age: 57
Education: Washington College; MBA, Harvard Business School
GE Tenure: 2 Years

PERFORMANCE ASSESSMENT. As the Chairman & CEO, Mr. Culp plays a central role in shaping the company’s strategy, establishing the framework against which performance is measured, and delivering on that performance. In setting Mr. Culp’s compensation, the committee recognized that he has made significant steps forward in GE’s multi-year transformation, and the importance of extending his leadership tenure with GE. Under his leadership and despite the challenges of COVID-19, the company made progress in strengthening the business by improving operational execution, building better cost structures, and reducing debt and balance sheet risk. Mr. Culp has bolstered his leadership team through strategic hiring of external talent in key roles and reassigning of internal talent.

2020 EARNED COMPENSATION
Base Salary $653,409 paid in 2020 (voluntarily forfeited most of $2.5 million annual salary)

Annual Bonus $0 Mr. Culp did not receive a bonus.

2020 GRANTED COMPENSATION
Annual PSU Grant $15 million grant date fair value

Leadership Performance Share Award $57.1 million grant date fair value


CEO Pay Structure

Salary. Upon his appointment as CEO, Mr. Culp’s salary was set at $2,500,000 under his 2018 employment agreement. In April 2020, in light of the business challenges and economic uncertainty resulting from the COVID-19 pandemic, Mr. Culp voluntarily forfeited his salary for the remainder of 2020.
Bonus. Mr. Culp’s bonus target is set at 150% of salary and has not changed since his appointment as CEO. Mr. Culp voluntarily forfeited his bonus for 2020, despite the 80% discretionary funding for the Corporate bonus pool.
Annual equity awards. Under the terms of his employment agreement, Mr. Culp was granted a PSU award in March 2020 with a grant date fair value of $15 million, and the final determination of how many shares will be earned, if any, will be based upon GE’s relative total shareholder return versus the S&P 500 Industrial Index for the period from the grant date of March 2, 2020 through December 31, 2022. For more information on the PSUs awarded in March 2020, see “Annual Equity Incentive Awards – 2020 PSUs” on page 33.

Leadership Performance Share Award
In 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.

BACKGROUND
As 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:

The additional time it would require to execute GE’s transformation in light of the unprecedented challenges from the COVID-19 pandemic.
Recognition of the progress in GE’s transformation that Mr. Culp had led since his appointment as CEO. Under Mr. Culp’s leadership, GE has demonstrated significant progress, with improved profitability and cash performance despite a still difficult macro-environment.
The Board’s conviction that Mr. Culp is an experienced and outstanding leader, with a proven track record and methodology to deliver transformational results for GE. The Board concluded that extending Mr. Culp’s services was necessary for the turnaround.
The Board heard concerns from shareholders that Mr. Culp’s original inducement award did not provide enough retention value to be meaningful, given the extent to which the pandemic was adversely affecting both the timeline for GE’s turnaround and the company’s stock price compared to when Mr. Culp became CEO in 2018.

AWARD MECHANICS
The Leadership Performance Share Award granted to Mr. Culp uses the same relative performance thresholds (i.e., 50-150% increase above baseline price) as the 2018 inducement PSUs, but is intended to secure Mr. Culp’s service for two more years (for a total of 6 years). The award will pay out as a number of GE shares, subject to his continued service to the company or termination under certain conditions, based upon the highest average closing price of GE’s stock for any 30 consecutive trading days during the four-year performance period from August 18, 2020 to August 17, 2024, or such later date


GE 2021 PROXY STATEMENT       35


Table of Contents

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

Carolina Dybeck Happe


Age: 48
Education: Uppsala University, Sweden
GE Tenure: <1 Year

CURRENT AND PRIOR ROLES Senior Vice President & CFO (since March 2020); former CFO and Executive committee member, A.P. Moller-Maersk A/S (2019-2020); former Executive Vice-president and CFO, Assa Abloy AB (2012-2018)

PERFORMANCE ASSESSMENT During her first year as the leader of our finance organization, Ms. Dybeck Happe was critical to our efforts to enhance liquidity, de-risk the balance sheet and reduce financial risk during a time of significant economic uncertainty. During 2020, Ms. Dybeck Happe led GE’s actions that reduced debt by approximately $16 billion, reduced near-term liquidity needs by $10.5 billion, reduced our commercial paper use, continued to de-risk our pension liabilities and maintained a higher cash balance. The committee applied an individual performance factor of 105% in recognition of Ms. Dybeck Happe’s contributions.

2020 EARNED COMPENSATION
Base Salary $1.25 million paid in 2020 (for partial year service, based on $1.5 million annual salary)

Annual Bonus $1.3 million (equal to 80% funding for Corporate, with an individual performance rating of 105%, based on target at 125% of salary, prorated for partial year service)

2020 GRANTED COMPENSATION
New Hire Equity Grant $8.0 million grant date fair value stock option grant (reflecting value forfeited by leaving her prior employer)

Annual Equity Grant $4.9 million grant date fair value, approximately 50% as PSUs, 30% as stock options and 20% as RSUs

Leadership PSU Grant $7 million grant date fair value, delivered as PSUs


LEADERSHIP PSU GRANT. In September 2020, the committee granted Ms. Dybeck Happe a Leadership PSU award, recognizing the importance of her decisive actions to build better cost structures, and reduce debt and balance sheet risk, and the importance of ensuring her leadership over the long term. Her Leadership PSU award will pay out as a number of GE shares, subject to her continued service, if the company’s stock price appreciates significantly during the five-year performance period between September 3, 2020 and September 2, 2025. Achievement of the performance goals will be measured against a baseline price of

$6.67 (the average of the closing prices of the company’s stock over the period of 30 consecutive trading days up to and including August 18, 2020) as set forth in the table below. In defining these performance and service requirements, the committee intended to set performance criteria that align her interests with shareholders over the long term. Ms. Dybeck Happe’s Leadership PSUs were designed to secure long-term leadership of the finance organization with a longer vesting period than the CEO’s Leadership Performance Share Award.



      THRESHOLD       TARGET       MAXIMUM
Percentage increase above baseline price 50% 100% 150%
30 consecutive trading day average GE closing price $10.01 $13.34 $16.68
Payout (number of GE shares) 546,960 1,093,920 1,640,880

If the 30 consecutive trading day average GE closing price is between the threshold, target and maximum levels, a proportionate number of shares between those levels will be earned. Dividend equivalents are paid out only on shares actually received. Ms. Dybeck Happe’s PSU award is subject to the same adjustment provisions as described above with respect to Mr. Culp’s Performance Share

Award. Ms. Dybeck Happe is also entitled to payment of the award if (i) the company undergoes a change of control, (ii) she is terminated other than for cause, (iii) she dies or is disabled, or (iv) she leaves the company for a good reason. For more information, see “Potential Termination Payments” on page 48.


36       GE 2021 PROXY STATEMENT


Table of Contents

Jamie Miller

Age: 52
Education: Miami University
GE Tenure: 15 Years

PRIOR ROLES Special Advisor to the CEO (March 2020-September 2020); former Senior Vice President, CFO (November 2017-March 2020); former President & CEO, GE Transportation (2015-2017); former Chief Information Officer, GE (2013-2015); former Controller, GE (2008-2013)

PERFORMANCE ASSESSMENT Ms. Miller strengthened the Finance organization, preparing and executing on a successful transition to GE’s new CFO. She also played a key role in re-establishing investor credibility through significant action to de-lever and reduce financial risk. Based on her contributions and the terms of her separation agreement, the committee applied an individual performance factor of 100%.

SEVERANCE ARRANGEMENTS In determining the amount of Ms. Miller’s severance and her ongoing eligibility for certain equity awards, the committee took into account her 14 years of service to GE in a number of significant leadership roles, including developing and supporting the company’s strategic plan to reshape its portfolio structure and executing on the company’s strategy of mitigating financial risk and reducing its leverage. The committee determined that these arrangements were fair to Ms. Miller and consistent with market practice.

2020 EARNED COMPENSATION
Base Salary $1.1 million (for partial year service, based on $1.45 million annual salary)

Annual Bonus $0.9 million (equal to 80% funding for Corporate, with an individual performance rating of 100% based on target at 100% of salary, prorated for partial year service)

2020 GRANTED COMPENSATION
Severance $688,889 (partial payment of $2.9 million severance pay pursuant to separation agreement) and $6.2 million for value associated with modification of certain equity awards pursuant to separation agreement

No Annual Equity Award


Kieran Murphy

Age: 58
Education: University College Dublin; MSc Marketing, University of Manchester
GE Tenure: 13 Years

CURRENT AND PRIOR ROLES Senior Vice President, GE and President & CEO, GE Healthcare (since 2017); former President and CEO, GE Life Sciences (2011-2017); former CEO and Executive Director, Whatman plc (2007-2008)

PERFORMANCE ASSESSMENT In his role as CEO of Healthcare, Mr. Murphy delivered a strong year in the face of unforeseen challenges. The committee recognized Mr. Murphy’s contribution toward the Healthcare business meeting nearly all of its financial and strategic goals, including growing revenue organically and delivering strong margin and cash performance. Under Mr. Murphy’s leadership, the Healthcare business oversaw the launch of 40 new products and expanded its photon-counting CT technology capabilities with the acquisition of Prismatic Sensors. The committee applied an individual performance factor of 115% in recognition of Mr. Murphy’s contributions.

2020 EARNED COMPENSATION
Base Salary $1.2 million (£925,000) paid in 2020

Annual Bonus $1.7 million (£1.325 million) (equal to 125% funding for the Healthcare business, with an individual performance rating of 115%, based on target at 100% of salary)

2020 GRANTED COMPENSATION
Annual Equity Awards $4.9 million grant date fair value, approximately 50% as PSUs, 30% as stock options and 20% as RSUs

Leadership Equity Award $4.9 million grant date fair value, delivered as RSUs

GE 2021 PROXY STATEMENT       37


Table of Contents

John Slattery

Age: 52
Education: University of Glamorgan; MBA, University of Limerick
GE Tenure: <1 Year

CURRENT AND PRIOR ROLES Senior Vice President, GE and President & CEO, Aviation (since September 2020); former President & CEO of Commercial Aviation, Embraer S.A. (2016-2020); former Chief Commercial Officer, Embraer S.A. (2012-2016)

PERFORMANCE ASSESSMENT Since his appointment as CEO of Aviation, Mr. Slattery led the Aviation business to take significant actions in response to the pressures faced during 2020, including realizing more than $1 billion in operational cost reductions and $2 billion in cash preservation actions. The committee applied an individual performance factor of 100% in recognition of Mr. Slattery’s contributions.

2020 EARNED COMPENSATION
Base Salary $588,768 paid in 2020 (for partial year service based on $1.25 million annual salary)

Hiring Bonus $1 million (pursuant to offer letter agreement)

Annual Bonus $375,000 (equal to 65% funding for Aviation business, with an individual performance rating of 100% based on target at 100% of salary, prorated for partial year service)

2020 GRANTED COMPENSATION
New Hire Equity Grant $1.5 million grant date fair value stock option grant (reflecting value forfeited by leaving his prior employer)

Annual Equity Awards $3.0 million grant date fair value, approximately 50% as PSUs, 30% as stock options and 20% as RSUs


Scott Strazik

Age: 42
Education: Cornell University; M.A. Economics and Public Policy, Columbia University
GE Tenure: 20 Years

CURRENT AND PRIOR ROLES Senior Vice President, GE & President and CEO, Gas Power (since 2018); former President of Power Services (2017 – 2018); former CFO, Gas Power Systems, GE Power (2013-2017); Former CFO Commercial Engine Operations, GE Aviation (2011-2013)

PERFORMANCE ASSESSMENT In his role as CEO of Gas Power, Mr. Strazik led the business unit in building a lower-risk equipment backlog and delivering positive free cash flow one year ahead of its commitment as a result of efforts to reduce costs and improve working capital. In recognition of Mr. Strazik’s efforts in strengthening the foundations of the Gas Power business to expand margins and generate cash in the years ahead, the committee applied an individual performance factor of 110%.

2020 EARNED COMPENSATION
Base Salary $925,000 paid in 2020

Annual Bonus $0.8 million (equal to 80% funding for Gas Power, with an individual performance rating of 110%, based on target at 100% of salary)

Special Gas Power Incentive Bonus $2.85 million based on achievements of 2-year free cash flow objectives

2020 GRANTED COMPENSATION
Annual Equity Awards $3.3 million grant date fair value, approximately 50% as PSUs, 30% as stock options and 20% as RSUs

Leadership Equity Award $4.9 million grant date fair value, delivered as RSUs

38      GE 2021 PROXY STATEMENT


Table of Contents

Summary Compensation

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

* Ms. Dybeck Happe and Mr. Slattery were first employed by the company in 2020. Under applicable SEC rules, we have excluded Mr. Strazik’s compensation for 2018 and 2019 as he was not a named executive during those years.
** For Mr. Murphy, all cash amounts (including salary and bonus) were originally paid in British pounds and converted for purposes of this presentation at an exchange rate of $1.2829 per £1.00, the 2020 average noon buying rate certified for customs purposes by the U.S. Federal Reserve Bank of New York set forth in the H.10 statistical release of the Federal Reserve Board.
*** Includes $1.0 million signing bonus for Mr. Slattery, pursuant to his offer letter agreement.
**** Includes $2.85 million bonus, pursuant to the Gas Power Free Cash Flow Incentive Program.

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. Each of the named executives, other than Mr. Murphy, contributed a portion of his or her salary to the GE Retirement Savings Plan (RSP), the company’s 401(k) savings plan. As of April 2020, in light of the business challenges and economic uncertainty resulting from the COVID-19 pandemic, Mr. Culp voluntarily forfeited his salary for the remainder of 2020. The salary amount for Ms. Miller is through her departure on September 30, 2020.

BONUS. Amounts earned under our annual cash bonus program. For Mr. Slattery, who joined the company 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 Flow Incentive Program. See “Overview of Our Incentive Compensation Plans” on page 30 for additional information on the bonus 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, the 2018 PSU grants were cancelled by the committee and as a result, none of our

named executives received a payout for these awards. Although the PSUs were cancelled, GE does not adjust the related amounts previously reported as compensation in the year of the PSU award to reflect the cancellation. For Ms. Miller, the reported amount for 2020 relates to the modification of certain awards under the terms of her separation agreement.

STOCK OPTIONS. Aggregate grant date fair value of option awards granted in the years shown. These amounts reflect the company’s accounting expense and do not correspond to the actual value that the named executives will realize. For information on the assumptions used in valuing a particular year’s grant, see the note on Share-Based Compensation in GE’s financial statements in our annual report on Form 10-K. See the Long-Term Incentive Compensation Table on page 41 for additional information on 2020 grants. For Ms. Miller, the reported amount for 2020 relates to the modification of certain awards under the terms of her separation agreement.

PENSION & DEFERRED COMP. Sum of the change in pension value and above-market earnings on nonqualified deferred compensation, which break down as shown in the following table.

NAME       CHANGE IN
PENSION VALUE
      ABOVE MARKET
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

* The change in pension value was a decrease of $6,624,103.

GE 2021 PROXY STATEMENT       39


Table of Contents

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. See “Pension Benefits” on page 46 for additional information, including the present value assumptions used in this calculation. Above-market earnings represent the difference

between market interest rates calculated under SEC rules and the 6% to 14% interest contingently credited by the company on salary that the named executives deferred under various executive deferred salary programs in effect between 1991 and 2020. See “Deferred Compensation” on page 44 for additional information.


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, minus any reimbursements by the named executives, are shown in the table below.

NAME LIFE INSURANCE
PREMIUMS
RETIREMENT
SAVINGS PLAN
FINANCIAL AND
TAX PLANNING
RELOCATION
AND EXPATRIATE
BENEFITS
RELOCATION
AND EXPATRIATE
TAX BENEFITS
OTHER TOTAL
Culp                       $ 0                     $ 19,950                      $ 0                    $ 0                    $ 0          $ 0         $ 19,950
Dybeck Happe $ 0 $ 9,950 $ 0 $ 604,756 $ 402,931 $ 15,269 $ 1,032,906
Miller $ 77,638 $ 9,975 $ 7,254 $ 0 $ 0 $ 688,889 $ 783,756
Murphy $ 47,241 N/A $ 0 $ 0 $ 0 $ 16,934 $ 64,175
Slattery $ 0 $ 19,950 $ 0 $ 2,703,099 $ 1,951,782 $ 10,505 $ 4,685,336
Strazik $ 13,646 $ 7,125 $ 7,883 $ 0 $ 0 $ 0 $ 28,654

LIFE INSURANCE PREMIUMS. Taxable payments to cover premiums for universal life insurance policies the named executives own. These policies include: (1) Executive Life, which provides universal life insurance policies for the indicated named executives totaling up to $3 million in coverage at the time of enrollment and increased 4% annually thereafter; and (2) Leadership Life, which provides universal life insurance policies for the indicated named executives with coverage of 2X their annual pay (salary plus most recent bonus). As of January 1, 2018, these plans were closed to new employees and employees who were not already employed at the relevant band level, including Messrs. Culp and Slattery and Ms. Dybeck Happe.

RETIREMENT SAVINGS PLAN. For Ms. Miller and Mr. Strazik, represents GE’s matching contributions to the named executives’ RSP accounts equaling up to 3.5% of eligible pay, up to the caps imposed under IRS rules, based on employee contributions (resulting match was 3.5% for Ms. Miller and 2.5% for Mr. Strazik). Messrs. Culp and Slattery and Ms. Dybeck Happe are eligible for matching contributions equaling 4% of eligible pay, and automatic contributions equaling 3% of eligible pay, up to the caps imposed under IRS rules. Mr. Murphy is based outside the United States and is ineligible for this program.

FINANCIAL AND TAX PLANNING. Expenses for the use of advisors for financial, estate and tax preparation and planning, and investment analysis and advice.

RELOCATION AND EXPATRIATE BENEFITS. Expenses for relocating the named executives and their families in connection with their hiring from outside GE. With respect to Ms. Dybeck Happe, this amount includes expenses for relocating her and her family from Sweden to GE’s headquarters in Boston and continued residence outside her home country, which includes the following: (1) travel and shipment expenses to relocate her, her family and household goods ($186,548), (2) housing and utilities ($213,899), (3) educational support for her children ($145,044), and (4) other relocation benefits. With respect to Mr. Slattery, this column includes the following

benefits provided to him in connection with his relocation from Ireland to GE Aviation’s headquarters in Cincinnati: (1) travel and shipment expenses to relocate him, his family and household goods ($100,615), (2) temporary living expenses ($15,855), (3) home purchase closing costs ($20,155), and (4) other relocation benefits, including a one-time housing allowance payment ($2,500,000) and educational support for his children ($60,375). Relocation and international assignment benefits, such as those provided to Ms. Dybeck Happe and Mr. Slattery, allow us to recruit the best executives from all over the world, regardless of where they are based.

RELOCATION AND EXPATRIATE TAX BENEFITS. Tax gross-ups and equalization benefits provided in connection with new hire relocations and international assignments.

OTHER. Total amount of other benefits provided, none of which individually exceeded the greater of $25,000 or 10% of the total amount of personal benefits for the named executive (except as otherwise described in this section). These other benefits included items such as: (1) car service fees; (2) an annual physical examination; and (3) incremental costs associated with travel by guests accompanying the executive on business travel on company leased aircraft, such as for catering. Our named executives are permitted to use aircraft that is leased by the company for personal use, but, to the extent the named executives engaged in such use during 2020, all such use was reimbursed to the company at rates sufficient to cover the variable costs associated with those flights, other than certain incremental costs as noted above and reported under this item. For Ms. Miller, this amount includes $688,889 of her $2.9 million severance benefits that were paid or accrued to her under the terms of her separation agreement during 2020. For Mr. Murphy, this amount includes a monthly car allowance, totaling $16,934 in 2020.

SEC TOTAL. Total compensation, as determined under SEC rules.


40       GE 2021 PROXY STATEMENT


Table of Contents

Long-Term Incentive Compensation

In recent years, we have used a mix of long-term incentive compensation awards: PSUs, Performance Shares, RSUs, and stock options. In 2020, we made Annual Equity Awards in March as well as Leadership Equity Awards in August and September.

Long-Term Incentive Compensation Table
The following table — also known as the Grants of Plan-Based Awards Table — shows Performance Shares, PSUs, RSUs and stock options granted to our named executives in 2020. Each of these awards was approved under the 2007 Long-Term Incentive Plan, a plan that shareholders approved in 2007, 2012 and 2017. For more information on each of the award types, see “Overview of Long-Term Incentive Compensation” on page 33.

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
*

Amounts reported as PSUs, RSUs and stock options for Ms. Miller reflect awards previously granted that were modified pursuant to Ms. Miller’s separation agreement (“Separation Agreement with Ms. Miller” on page 49).


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 is the amount that the company expects to expense in its financial statements over the award’s vesting schedule.

For stock options, fair value is calculated using the Black-Scholes value of each option on the grant date (resulting in a $3.67 per unit value for the March 2020 stock option grants, and a $2.78 and $2.62 per unit value for the new hire and annual equity stock option grants to Mr. Slattery in July 2020 and September 2020, respectively).
For RSUs, fair value is calculated based on the closing stock price on the date of grant, reduced by the present value of dividends expected to be paid on GE common stock before the RSUs vest
(resulting in a $11.21 per unit value for the March 2020 grants, $6.44 per unit value for the September 2, 2020 grant, and $6.32 per unit value for the September 3, 2020 grants) because dividend equivalents on unvested RSUs are accrued and paid out only if and when the award vests.
For Performance Shares and PSUs, the actual value of units received will depend on the company’s performance, as described above. Fair value is calculated by multiplying the per unit value of the award ($11.32 for the March 2020 grants, $6.14 for Mr. Culp’s Leadership grant, $6.40 for Ms. Dybeck Happe’s Leadership grant, and $2.31 for Mr. Slattery’s annual equity award) by the number of units at target. The per unit value is based on the closing price of the company’s stock on the grant date, adjusted to reflect the probability of achieving the performance conditions, using a Monte Carlo simulation that includes multiple inputs such as stock price, performance period, volatility and dividend yield.

GE 2021 PROXY STATEMENT       41


Table of Contents

Outstanding Equity Awards Table
The following table — also known as the Outstanding Equity Awards at Fiscal Year-End Table — shows the named executives’ stock and option grants as of year-end. It includes unexercised stock options (vested and unvested), RSUs, Performance Shares and PSUs for which vesting conditions were not yet satisfied as of December 31, 2020.

OUTSTANDING EQUITY AWARDS TABLE

NAME OF
EXECUTIVE
GRANT DATE AWARD TYPE NUMBER
OUTSTANDING
PORTION
EXERCISABLE
EXERCISE
PRICE
EXPIRATION
DATE
MARKET VALUE VESTING SCHEDULE
Culp     3/19/2019     PSUs     375,000                  $ 4,050,000     100% in 2022, subject to performance 
3/2/2020 PSUs 331,132 $ 3,576,226 100% in 2023, subject to performance
8/18/2020 Performance 9,295,352 $ 100,389,802 100% in 2024, subject to performance
Shares
Total 10,001,484 $ 108,016,028
Dybeck Happe 3/2/2020 Options 2,061,856 0       $ 11.21 3/2/2030 $ 0 100% in 2024
3/2/2020 Options 408,720 0 $ 11.21 3/2/2030 $ 0 50% in 2022 and 2023
3/2/2020 PSUs 55,189 $ 596,041 100% in 2023, subject to performance
3/2/2020 RSUs 81,633 $ 881,636 50% in 2022 and 2023
9/3/2020 PSUs 1,093,920 $ 11,814,336 50% in 2024 and 2025,
subject to performance
Total 3,701,318 0 $ 13,292,013
Miller 9/7/2012 Options 338,123 338,123 $ 20.76 9/7/2022 $ 0
9/13/2013 Options 364,133 364,133 $ 22.86 12/31/2022 $ 0
9/5/2014 Options 416,152 416,152 $ 25.09 12/31/2022 $ 0
9/11/2015 Options 156,057 156,057 $ 23.99 12/31/2022 $ 0
9/9/2016 Options 156,057 156,057 $ 28.95 12/31/2022 $ 0
9/6/2017 Options 156,057 156,057 $ 23.96 12/31/2022 $ 0
2/26/2018 PSUs 52,019 $ 561,805 100% in 2021, subject to performance
3/19/2019 Options 380,290 380,290 $ 10.19 12/31/2022 $ 231,977
3/19/2019 PSUs 56,250 $ 607,500 100% in 2022, subject to performance
Total 2,075,138 1,966,869 $ 1,401,282
Murphy 9/7/2012 Options 104,038 104,038 $ 20.76 9/7/2022 $ 0
9/13/2013 Options 83,230 83,230 $ 22.86 9/13/2023 $ 0
9/5/2014 Options 102,089 102,089 $ 25.09 9/5/2024 $ 0
9/5/2014 Options 1,948 1,948 $ 25.09 9/5/2024 $ 0
9/11/2015 Options 130,047 130,047 $ 23.99 9/11/2025 $ 0
7/28/2016 RSUs 10,404 $ 112,363 100% in 2021
9/30/2016 Options 156,057 124,845 $ 28.47 9/30/2026 $ 0 100% in 2021
2/10/2017 RSUs 10,404 $ 112,363 50% in 2021 and 2022
6/9/2017 RSUs 52,019 $ 561,805 100% in 2022
9/6/2017 Options 156,057 93,634 $ 23.96 9/6/2027 $ 0 50% in 2021 and 2022
9/6/2017 RSUs 8,739 $ 94,381 50% in 2021 and 2022
1/29/2018 Options 520,190 0 $ 15.65 1/29/2028 $ 0 100% in 2021
2/26/2018 RSUs 31,212 $ 337,090 100% in 2021
2/26/2018 PSUs 23,408 $ 252,806 100% in 2021, subject to performance
3/19/2019 Options 295,780 0 $ 10.19 3/19/2029 $ 180,426 50% in 2021 and 2022
3/19/2019 RSUs 70,000 $ 756,000 50% in 2021 and 2022
3/19/2019 PSUs 43,750 $ 472,500 100% in 2022, subject to performance
3/2/2020 Options 408,720 0 $ 11.21 3/2/2030 $ 0 50% in 2022 and 2023
3/2/2020 PSUs 55,189