DEF 14A 1 ge_def14a.htm DEFINITIVE PROXY STATEMENT

Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

 
     Filed by the Registrant      Filed by a Party other than the Registrant
   
   
CHECK THE APPROPRIATE BOX:
 
Preliminary Proxy Statement Definitive Proxy Statement   
 
Confidential, for Use of the Commission Only Definitive Additional Materials
(as permitted by Rule 14a-6(e)(2))  
Soliciting Material under § 240.14a-12

 

General Electric Company
(Name of Registrant as Specified In Its Charter)

 
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.
 
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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.
 
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Table of Contents




Table of Contents

Guide to GE’s Proxy Statement

 
 
1 PROXY OVERVIEW      
11 GOVERNANCE
11 Election of Directors*
17 Board Composition
20 Board Committees
22 Board Operations
24 How We Oversee & Manage
Enterprise Risk
25 Investor Outreach
25 Other Governance Policies & Practices
26 Related Person Transactions
26 Stock Ownership Information
28 COMPENSATION
28 Management Proposal No. 1 —
Advisory Approval of Our Named
Executives’ Compensation*
 
28 Overview of Our Executive
Compensation Program
29 Realized Compensation
30 How Our Incentive Compensation
Plans Paid Out for 2015
33 Compensation Actions for 2015
36 Summary Compensation
38 Long-Term Incentive Compensation
43 Deferred Compensation
44 Pension Benefits
46 Potential Termination Payments
48 Other Executive Compensation
Practices & Policies
50 Director Compensation
52 AUDIT
52 Management Proposal No. 2 —
Ratification of KPMG as Independent
Auditor for 2016*
53 Independent Auditor Information
54 Audit Committee Report
55 SHAREOWNER PROPOSALS*
61 2017 Shareowner Proposals
62 VOTING & MEETING INFORMATION
62 Proxy Solicitation & Document
Request Information
63 Voting Information
64 Attending the Meeting
65 HELPFUL RESOURCES
65 Acronyms Used

* To be voted on at the meeting.

Index of Frequently
Requested Information
53 Auditor Fees
52 Auditor Tenure
22 Board Leadership
23 Board Meeting Attendance
33 CEO Performance Evaluation
48 Clawback Policy
48 Compensation Consultants
46 Death Benefits
11 Director Biographies
19 Director Independence
17 Director Qualifications
17 Director Term Limits
49 Dividend Equivalents Policy
49 Hedging Policy
25 Investor Outreach
32 Long-Term Performance
Award Program
25 Overboarding
30 Pay For Performance
48 Peer Group Comparisons
37 Perquisites
49 Pledging Policy
26 Political Spending Oversight
61 Proxy Access
29 Realized Compensation (W-2 income)
26 Related Person Transactions
24 Risk Oversight
46 Severance Benefits
26 Share Ownership for Executives
& Directors
48 Share Ownership Requirements
61 Shareowner Proposal Deadlines
for 2017
48 Succession Planning
GENERAL ELECTRIC COMPANY

Current Executive Offices
(through August 2016)
3135 Easton Turnpike
Fairfield, CT 06828

New Executive Offices
(effective September 2016)
33-41 Farnsworth Street
Boston, MA 02210


 

WHY ARE WE SENDING YOU THESE MATERIALS?

Beginning on March 14, 2016, we are making these materials available to you in connection with GE’s solicitation of proxies, on behalf of its Board of Directors, for the 2016 Annual Meeting of Shareowners.


 

WHAT DO WE NEED FROM YOU?

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


 

WHERE CAN YOU FIND MORE INFORMATION?

Check out our interactive, mobile-friendly online proxy & annual report as well as our new integrated summary report

www.ge.com/proxy www.ge.com/annualreport www.ge.com/ar2015/     integrated-report





Table of Contents

Proxy Overview

This overview highlights information contained elsewhere in the proxy statement and does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting.


    

GOVERNANCE
Q&A with Our Lead Director


What has been the Board’s role in the significant portfolio shift that’s underway at GE?

Brennan: Capital allocation is one of the most important areas that the Board oversees. There have been two critical capital allocation decisions for GE this year — the GE Capital exit and the Alstom acquisition. These were not impulsive decisions, but rather the product of a multi-year strategic planning process with the Board. For example, the Board reviewed more than 10 potential acquisition targets before approving the Alstom deal. Governance works best when decisions are made in strategic partnership between management and the Board, where the Board is active and constructively challenges management, yet is not too disruptive. After approving a deal, the Board continues its engagement by closely monitoring the integration or disposition process.

What were some of the big structural changes on the Board in the past year?

Brennan: We implemented proxy access at 3% for 3 years, which we believe is appropriate based on our conversations with investors and given our size and shareowner base. There has been a fair amount of discussion around the finer points of proxy access, so I will say that we will administer proxy access the way we implemented it, by striking a fair balance.

The other significant change was our adoption of a 15-year director term limit policy. This change came out of the Board’s self-evaluation process and allows us to achieve a balanced mix of director ages and tenures. Nowadays, you may find someone qualified to join the Board at a pretty young age. So term limits are a good tool to work in tandem with our age limit policy.

The Board recently oversaw the redesign of GE’s compensation plans. What were the key changes, and do you think they’re working?

Brennan: This year, we implemented a more formulaic, less discretionary annual bonus plan. It has been successful because it has provided greater transparency and accountability. With a more formulaic plan, it is important for the Board to monitor it and make appropriate adjustments to ensure that changes in company strategy are supported by active plan targets.

There were some key management changes this year. Can you talk about the Board’s role in succession planning?

Brennan: One of our most important duties as a Board is overseeing overall succession planning at GE and understanding the depth and breadth of talent in the company. The MDCC reviews the management team and succession plans across the company at all of its eight regularly scheduled meetings. In addition, there are numerous touchpoints for all of our directors to personally get to know GE leaders, such as our director-only site visits.

Sincerely,

John J. Brennan, Lead Director
    

See our proxy website (www.ge.com/proxy) for a video Q&A with our Lead Director



 

AN ACTIVE & ENGAGED BOARD

Recruited 8 new directors over last 5 years, including 3 new nominees for 2016

 
2015          Adopted director term limit of 15 years
Implemented proxy access
(3%, 3yrs, 20% of Board, up to 20 shareowners can aggregate)
2014 Redesigned incentive compensation programs
(annual bonus + long-term equity)
Eliminated dividend equivalents on unvested RSUs
Adopted anti-pledging/hedging policy
2013 Enhanced lead director responsibilities & selection
Formed independent committee to oversee R&D
Lowered special shareowner meeting threshold to 10%

 

BOARD ACCOUNTABILITY TO INVESTORS

Annual director elections with majority voting standard

+

Proxy access at 3%, 3 years, 20% of Board

+

Annual Board review of investor views & feedback

+

Periodic independent director meetings with investors


 

INDEPENDENT BOARD LEADERSHIP

3X/year
meetings in executive session
without management present

50+
committee meetings in 2015
(all committees are independent)

2X+/year
visits to GE businesses
by each director

annual
assessment of Board
leadership structure



2016 Proxy Statement  /  GOVERNANCE  /  PROXY OVERVIEW     

     page 1




Table of Contents

Board Composition & Refreshment

Your vote is needed on Director Elections:
election of the 16 nominees named in the proxy for the coming year

Your Board recommends
a vote FOR


 

DIRECTOR QUALIFICATIONS

16 (100%)
leadership

12 (75%)
global

10 (63%)
industry

10 (63%)
finance

7 (44%)
talent development

5 (31%)
investor

5 (31%)
technology

4 (25%)
risk management

3 (19%)
government

2 (13%)
marketing

GE POLICY: create an experienced Board with expertise in areas relevant to GE

 

HOW WE THINK ABOUT BOARD REFRESHMENT

term limits

+

retirement age

+

annual Board evaluation

 

8 new directors & 8 retired directors over last 5 years

 

DIVERSITY OF BACKGROUND

GE POLICY: build a cognitively diverse board representing a range of backgrounds

     

INDEPENDENCE

      TENURE

94% independent (all director nominees except CEO)

81% of current directors meet heightened independence standards for Audit, Compensation or Governance Committees

50% with 5 years or less

75% with 10 years or less

GE POLICY: all non-management directors must be independent

GE POLICY: balanced mix of both deep GE knowledge & new perspectives

NEW IN 2015
TERM LIMIT POLICY: 15 years with a 2-year transition for current directors

 

BOARD SIZE

GE POLICY: 13–18, given need for expertise across multiple businesses

     

2016 BOARD REFRESHMENT

     

AGE DIVERSITY



page 2   

    PROXY OVERVIEW  /  GOVERNANCE  /  2016 Proxy Statement




Table of Contents

Board Nominees

Committee Memberships
Name     Age     Director
Since
    Primary Occupation & Other Public Company Boards A** G M GEC T
Bazin
 
54 Nominee Chair & CEO, Accor
Boards: Accor, China Lodging Group
                                       
Beattie
55 2009 CEO, Generation Capital & former CEO, The Woodbridge Company
Boards: Maple Leaf Foods, Royal Bank of Canada, Acasta Enterprises
C
Brennan
61 2012 Chair Emeritus & Senior Advisor, The Vanguard Group
Boards: LPL Financial Holdings
  C
D’Souza
47 2013 CEO, Cognizant Technology Solutions
Boards: Cognizant
F
Dekkers
58 2012 Chair of the Board of Management, Bayer*
Boards: Unilever*
 
Henry
46 Nominee Dean & Professor of Economics & Finance, NYU’s Stern School of Business
Boards: Citigroup
Hockfield
64 2006 President Emerita & Professor of Neuroscience, MIT
 
C
Immelt
60 2000 Chair & CEO, General Electric
Jung
57 1998 President & CEO, Grameen America & former Chair/CEO, Avon
Boards: Apple, Daimler
Lane
66 2005 Former Chair & CEO, Deere
Boards: BMW
F
Lazarus
68 2000 Chair Emeritus & former CEO, Ogilvy & Mather
Boards: Blackstone, Merck
C
McAdam
61 Nominee Chair & CEO, Verizon Communications
Boards: Verizon
Mulva
69 2008 Former Chair & CEO, ConocoPhillips
Boards: General Motors
F
Rohr
67 2013 Former Chair & CEO, PNC Financial Services Group
Boards: Allegheny Technologies, EQT, Marathon Petroleum
Schapiro
60 2013 Vice Chair of Advisory Board, Promontory & former Chair, SEC
Boards: London Stock Exchange
Tisch
63 2010 President & CEO, Loews
Boards: Loews and its consolidated subsidiaries

INDEPENDENCE. All director nominees other than the CEO are independent.
ATTENDANCE. All director nominees attended at least 75% of the meetings of the Board and committees on which they served in 2015.
 
A    Audit M Management Development &     T Technology & Industrial Risk
G Governance & Public Affairs             Compensation C    Chair
GEC   GE Capital F Financial expert

  *Mr. Dekkers is expected to retire from Bayer in April 2016 and become Chairman of the Board, Unilever.
**Ms. Schapiro will become the Audit Committee chair following the annual meeting.

QUALIFICATIONS
    Leadership           Investor
Global Technology
Industry   Risk Management
  Finance Government
Talent Development Marketing


2016 Proxy Statement  /  GOVERNANCE  /  PROXY OVERVIEW    

    page 3




Table of Contents

Board & Committees

       
FULL BOARD
        
    
    
Chair   Lead Director
Jeff Immelt Jack Brennan
  
2015 meetings
13, including 3 formal meetings of independent directors
 
 
 
Board Rhythm
8X/year 1X/year
Regular meetings Strategy session
  
Calls between meetings 1X/year
as appropriate Governance & investor
feedback review
  
2X+/year 1X/year
Business visits for each director Board self-evaluation
    
    
   
Recent Focus Areas
Portfolio changes: Alstom acquisition, GE Capital exit, Appliances sale
 
Capital allocation
Significant initiatives: Digital Industrial, Simplification, Product Costs
 
     
  A Typical GE Board Meeting ... 2 days, 8X/year  
 
 
BEFORE THE MEETING
  Board committee chairs: “prep meetings” with management & outside advisors (e.g., KPMG)
Management: internal “prep meetings”  
  
 

 
  
THURSDAY (DAY 1)
Daytime: Board committee meetings
Evening: business presentations & dinner (Board interacts directly with senior business managers)
 

 
  
FRIDAY (DAY 2)
Early morning: independent directors’ breakfast session
Late morning: full Board meeting (including reports from each committee chair)
 

 
 
AFTER THE MEETING
Management: follow-up sessions to discuss & respond to Board requests
   

COMMITTEES   
 
Audit

Chair: Sandy Warner
2015 meetings: 16

  

Recent focus areas

Accounting, controls & disclosure for GE Capital exit plan

Alstom integration, including compliance

New revenue recognition standard

Members: D’Souza, Lane, Mulva, Swieringa, Warner
Oversees: KPMG, financial reporting, internal audit, compliance, cybersecurity
     
 
Governance & Public Affairs

Chair: Shelly Lazarus
2015 meetings: 4

Recent focus areas

Board refreshment & recruiting new directors

New director term limit policy

Implementation of proxy access

Members: Brennan, Hockfield, Jung, Lazarus, Tisch, Warner
Oversees: director recruitment, corporate governance, sustainability, political spending

     
 
Management Development & Compensation

Chair: Jack Brennan

Recent focus areas

Operation of new annual cash incentive program for 2015

Implementation of new long-term equity incentive program for senior executives

Impact of GE Capital exit plan on compensation

2015 meetings: 10
Members:
Brennan, Cash, Dekkers, Jung, Lane, Rohr, Warner
Oversees: succession planning, CEO & senior executive performance evaluations & compensation

     
 
GE Capital

Chair: Geoff Beattie
2015 meetings: 21

Recent focus areas

Risk oversight of execution of GE Capital exit plan, Synchrony exchange offer & GE Capital reorganization

Capital planning & liquidity

Members: Beattie, Brennan, Rohr, Schapiro
Oversees: GE Capital, risk management & governance frameworks, risk appetite

     
 
  Technology & Industrial Risk

Chair: Susan Hockfield
2015 meetings: 4

Recent focus areas

R&D funding

Launch of GE Digital

Product management & technology

Members: Cash, D’Souza, Dekkers, Hockfield, Jung, Mulva
Oversees: technology, software & innovation strategies & investments/initiatives, R&D


 

page 4    

    PROXY OVERVIEW  /  GOVERNANCE  /  2016 Proxy Statement




Table of Contents

COMPENSATION

Your vote is needed on Management Proposal #1:
advisory approval of our named executives’ compensation for 2015
  Your Board recommends
a vote FOR

Compensation Profile              
    
  
PAY CONSIDERATIONS   WHAT WE DO   WHAT WE DON’T DO
  

Performance: emphasize overall GE results & consistent, relative & sustainable performance

Balance: formulaic comp. vs. Compensation Committee judgment; future vs. current pay; mix of performance measures

Risk: performance metrics include specific risk-focused goals

Shareowner approval for severance & death benefits

Clawback of incentive compensation when warranted

Significant share ownership requirements & holding period for option shares

Limited perquisites including transportation, life insurance, home security

No individual severance or change-of-control agreements

No gross-ups on excise taxes

No dividend equivalents on unearned RSUs/PSUs

No hedging or pledging of GE stock

No lump sum payout of pension

  

PRIMARY EXECUTIVE COMPENSATION ELEMENTS FOR 2015

  Salary Bonus LTPAs PSUs Options RSUs
Who receives

All named executives

———————————————————————►

All named
executives except
CEO
When granted Reviewed every
18 months
Annually in February
for prior year
Generally
every 3 years

Annually

——————————————►

Form of delivery

Cash

———————————————►

Equity

——————————————►

Type of
performance

Short-term emphasis

————►

Long-term emphasis

—————————————————►

Performance
period
Ongoing 1 year

3 years

————————►

5-year vesting period
How payout
determined

Committee
judgment

 

Formulaic &
committee
judgment
Formulaic; committee verifies performance Formulaic; depends on stock
price on exercise/vest date
Most recent
performance
measures
N/A 4 financial metrics +
strategic goals
4 financial metrics 2 financial metrics +
relative TSR modifier
Stock price appreciation

2016 Proxy Statement  /  COMPENSATION  /  PROXY OVERVIEW    

    page 5




Table of Contents

Aligning Pay With Performance

Result: Overall bonus pool funded at 103% of target

2013–2015 LONG-TERM PERFORMANCE AWARDS (CASH)


Result: LTPAs for named executives paid out at 90% of target

2011–2015 PERFORMANCE SHARE UNITS (EQUITY)

Result: CEO earned 50% of the PSUs because GE outperformed the S&P 500 on TSR; remaining 50% of the PSUs cancelled

See “How Our Incentive Compensation Plans Paid Out for 2015” on page 30 for more information on how these plans work. For information on how these metrics are calculated, see “Explanation of Non-GAAP Financial Measures and Performance Metrics” on page 49.


page 6    

    PROXY OVERVIEW  /  COMPENSATION  /  2016 Proxy Statement




Table of Contents

2015 CEO Pay
 
 
DECISIONS            

$3.8M
Base salary
(same as 2014)

$5.4M
Cash bonus (100% of
target, same as 2014) 
 

200K
PSUs (same as 2014)

600K
options (up from
500K in 2014)

$12.5M
LTPA payout ($7.6M
reported as 2015 SEC
total compensation)

  

TOTAL COMPENSATION ANALYSIS

       
Year-over-year change      Main drivers
Realized
compensation   


5%

2014 bonus increase from 2013 (reflected in 2015 realized compensation)
SEC total
compensation


11%

  Lower increase in pension value offset by higher LTPA installment payment because 2015 was the final year of the performance period

Adjusted
SEC total


14%

Stronger GE stock price performance (drove 70% higher accounting value for PSUs)


 

ACCOUNTABILITY

Significant portion of compensation tied to GE’s operating and/or stock price performance 83% of compensation at risk in 2015

Balanced approach to compensation CEO declined $11.7M LTPA payout and two bonuses over the last 10 years

Substantial stock ownership 1.02M+ GE shares purchased since 2001

2015 Performance
 
 

OUTPERFORMED ON TSR


 

 

EXECUTED ON THE
LARGEST EVER CORPORATE
RESTRUCTURING, DEBT
EXCHANGE AND SPLIT-OFF

         

~$200B
plan to sell GE Capital ENI. By end of 2015, signed deals for $157B

$36B
GE Capital debt exchange

$20B
split-off of Synchrony Financial. 671M GE shares retired

         
 

ACCELERATED GE’S BOLD
TRANSFORMATION INTO A
DIGITAL INDUSTRIAL COMPANY

         

Launching GE Digital and Current powered by GE

 
RETURNED A GE-RECORD
$33 BILLION TO SHAREOWNERS
         
 
 
SIGNIFICANTLY IMPROVED
GE’S COMPETITIVENESS
         

19%
growth in Industrial EPS

290bps
increase in Industrial ROTC

80bps
expansion in both industrial segment operating profit margins and gross margins (excluding Alstom)


2015 Summary & Realized Compensation
(in thousands)

   Name &
Principal Position
    Salary     Bonus     PSUs &
RSUs
1
    Stock
options
    LTPAs2     Pension &
deferred
compensation3
    All other
comp.
    SEC total            Adjusted SEC
total4
        Realized
comp.
(W-2)5
 
                                             
Jeff Immelt
Chair & CEO
$3,800 $5,400 $6,239 $2,964 $7,614 $6,337 $620 $32,974 $23,377   $10,029  
                                             
                                             
Jeff Bornstein
SVP & CFO
$1,600 $2,500 $2,747 $1,087 $3,351 $1,815 $161 $13,261 $9,955   $5,266  
                                             
                                             
  John Rice
Vice Chair
$2,538 $4,088 $2,991 $1,186 $5,845 $1,318 $1,696 $19,660 $15,886   $9,671  
                                             
                                             
Keith Sherin
Vice Chair
$2,500 $5,233 $2,991 $1,186 $6,751 $6,953 $293 $25,906 $15,742   $6,947  
                                             
                                             
Brackett Denniston
Former SVP
$1,838 $3,025 $2,259 $889 $4,082 $853 $207 $13,153 $10,463   $5,017  
                                             

1  Same as “Stock Awards” column in the Summary Compensation Table on page 36
2 Same as “Non-Equity Incentive Plan Comp.” column in the Summary Compensation Table on page 36
3 Same as “Change in Pension Value & Nonqualified Deferred Comp. Earnings” column in the Summary Compensation Table on page 36
4 Represents SEC total compensation minus change in pension value and adjusted to annualize the LTPA payout over the three years in the performance period (2013–2015)
5 Represents the compensation our named executives actually realized, as reported on their IRS W-2 forms. See “Realized Compensation” on page 29

2016 Proxy Statement  /  COMPENSATION  /  PROXY OVERVIEW    

    page 7




Table of Contents

AUDIT

                              
      Your vote is needed on Management Proposal #2:
ratification of our engagement of KPMG as independent auditor
    

Your Board recommends   
a vote FOR

    
                            


KPMG Fees
(in millions)

                Audit1                 Audit-related2                 Tax3                 All Other4                 Total   
2015 $75.0 $20.8   $1.8   $0.0   $97.6  
2014   $78.2   $10.7 $2.2 $0.0 $91.1

1  Audit & review of financial statements for 10-K/10-Q, internal control over financial reporting audit, statutory audits
2 Assurance services, M&A due diligence & audit services, employee benefit plan audits; year-over-year increase driven by GE Capital exit plan
3 Tax compliance & tax advice/planning
4 GE did not engage KPMG for any other services

 
  

WHAT WE ARE PAYING FOR

500K+
audit hours

1,200+
statutory audits globally

~300
partners

  
 

 

See “Audit” on page 52 for more information.

page 8    

    PROXY OVERVIEW   /  AUDIT  /  2016 Proxy Statement




Table of Contents

SHAREOWNER PROPOSALS

                
     Your vote is needed on the following proposals     

Your Board recommends a vote AGAINST   

 
                    

 

Proposal       Proponent       What the proposal asks for       Why the Board recommends a vote
AGAINST this proposal
               

Lobbying report
see page 55

PhilPERs*

Annual report on lobbying

GE already provides robust disclosure of its political & lobbying activities online & in our Sustainability Report

               
               

Independent chair
see page 56

Kenneth
Steiner

Require board chair to be independent

GE has a strong, independent lead director model & our current structure is the most effective for GE

               
               

Holy Land principles
see page 57

Cardinal
Resources
Inc.

Implement 8 equal employment opportunity principles in Israel

GE already provides equal opportunity employment & employs a diverse workforce globally, including in Israel

               
               

Cumulative voting
see page 58

Martin
Harangozo

Allow shareowners to aggregate their shares & vote all for one or more nominees

Directors should be elected & accountable to all shareowners, not special interests

               
               

Performance-
based options
see page 59

James
Jensen

Require some portion of future option grants to senior executives be performance-based

GE’s executive compensation program is already predominantly performance-based

               
               

Human rights report
see page 60

NCPPR*

Report on GE’s guidelines for investing, operating & withdrawing from regions with human rights risks

GE has a strong track record on human rights issues & provides robust disclosure on our website

               

*PhilPERs = The City of Philadelphia Public Employees Retirement System | NCPPR = National Center for Public Policy Research

How to Submit a Proposal for Next Year

              Proposals to include
in proxy*
  Director nominees to include
in proxy (proxy access)**
  Other proposals/nominees to
be presented at annual meeting**
     
                 

Minimum GE stock
ownership requirement

$2,000

3% for 3 years (up to 20
shareowners can aggregate)

1 share

                 
                 

Deadline for GE
to receive

Close of business on 11/14/16

Between 10/15/16 and close of business on 11/14/16

 
                 
                 

Where to send

By mail: Alex Dimitrief, Secretary, General Electric Company, at the applicable address listed on the inside front cover of this proxy statement
By email: shareowner.proposals@ge.com
                 
                 

What to include

Information required by SEC rules

Information required by our by-laws

                 

Proposals must satisfy SEC requirements, including Rule 14a-8
**  Proposals not submitted pursuant to SEC Rule 14a-8 and any director nominees must satisfy GE’s by-law requirements, available on GE’s website (see “Helpful Resources” on page 65)

2016 Proxy Statement  /  SHAREOWNER PROPOSALS  /  PROXY OVERVIEW    

    page 9




Table of Contents

ANNUAL MEETING

You are invited to attend GE’s 2016 annual meeting. This page contains important information about the meeting, including how you can make sure your views are represented by voting today. Be sure to check out our interactive, mobile-friendly online proxy (www.ge.com/proxy) and annual report (www.ge.com/annualreport).      

Cordially,
Alex Dimitrief, Secretary
 

 

     
     
    LOGISTICS    
Date: April 27, 2016
Time: 10:00 a.m. Eastern Time
Webcast: www.ge.com/investor-relations
Location: Prime F. Osborn III Convention Center,
1000 Water Street, Jacksonville, FL 32204
   

Attending in Person: You must be a GE shareowner as of the record date, and you must bring your admission card & photo ID. Follow the instructions on page 64 or on our proxy website

         
         
    AGENDA       

Elect the 16 directors
named in the proxy for
the coming year

read more on page 11

Your Board recommends a vote for each director nominee

 

Ratify the selection of
KPMG
as independent
auditor for 2016

read more on page 52

Your Board recommends a vote for this proposal

 
         

Approve our named
executives’ compensation

in advisory vote
read more on page 28

Vote on shareowner
proposals
included in proxy
if properly presented

read more on page 55

         
  Your Board recommends a vote for this proposal Your Board recommends a vote against each proposal
         

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

         
     

Vote standard: Majority of votes cast; abstentions & broker non-votes not counted & therefore have no effect

     


       
   

Check out our interactive, mobile-friendly online proxy & annual report

www.ge.com/proxy www.ge.com/annualreport

Also check out our new integrated summary report, which combines key information from GE’s annual report, proxy statement and sustainability websites.

www.ge.com/ar2015/
   integrated-report

 
             
HOW YOU CAN VOTE              
       

Do you hold shares directly with GE
or in the Retirement Savings Plan (RSP)?

Do you hold shares through a bank
or broker?

  

Use the Internet at
www.investorvote.com/GE

Use the Internet at
www.proxyvote.com

Call toll-free (US/Canada)
1-800-652-VOTE (8683)

Call toll-free (US/Canada)
1-800-454-VOTE (8683)

   

Mail your signed proxy form

 

Mail your signed voting
instruction form

 


 
VOTING Q&A

Who can vote? Shareowners as of our record date, February 29, 2016

How many shares are entitled to vote? 9.3 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 February 29, 2016

Do you have an independent inspector of elections? Yes, you can reach them at IVS Associates, 1000 N. West St., Ste. 1200 Wilmington, DE 19801

Can I change my vote? Yes, by voting in person at the meeting, delivering a new proxy or notifying IVS Associates in writing. But, if you hold shares through a broker, you will need to contact them

Is my vote confidential? Yes, only IVS Associates & certain GE employees/agents have access to individual shareowner voting records

Where can I find out more information? See “Voting & Meeting Information” on page 62



page 10    

    PROXY OVERVIEW   /  ANNUAL MEETING  /  2016 Proxy Statement




Table of Contents

Governance







Election of Directors

What are you voting on?

At the 2016 annual meeting, 16 directors are to be elected to hold office until the 2017 annual meeting and until their successors have been elected and qualified. All nominees are currently GE directors who were elected by shareowners at the 2015 annual meeting, except for Sébastien Bazin and Lowell McAdam, whose Board service would commence upon their election at the annual meeting, and Peter Henry, whose Board service would commence in July 2016 due to pre-existing commitments.

Consistent with the Board’s tenure policies (see “How We Build a Board That Is Right for GE” on page 17), Douglas A. Warner III and James I. Cash, Jr., the longest-tenured incumbent directors, are not standing for reelection after serving 24 and 19 years, respectively. Robert J. Swieringa is retiring from the Board after 14 years of service. Their terms will end at the annual meeting.

We thank Sandy, Jim and Bob for their years of service and dedication to the Board and GE.

Your Board recommends a vote FOR each of the following director nominees
 
Sébastien M. Bazin      W. Geoffrey Beattie
 

Director since: New Nominee       Age: 54

Director since: 2009       Age: 55

Birthplace: France       Independent

Birthplace: Canada     Independent

Qualifications:  

Qualifications:  

Chairman and CEO, Accor, a global hotel company, Paris, France (since 2013) Leadership, Global

CEO, Generation Capital, a private investment company, Toronto, Canada (since 2013) Leadership, Investor

 
 

PRIOR BUSINESS EXPERIENCE

PRIOR BUSINESS EXPERIENCE

CEO, Europe Colony Capital, a private investment firm (1997–2013) Leadership, Investor, Industry
Group Managing Director, CEO and General Manager, Immobilière Hôtelière (1992–1997)
Began career in 1985 in US finance sector, becoming Vice President, M&A, PaineWebber Finance

CURRENT PUBLIC COMPANY BOARDS

Accor
China Lodging Group

PAST PUBLIC COMPANY BOARDS

Vice Chairman, Carrefour, a multinational French retailer Global

OTHER POSITIONS

Vice Chairman, Supervisory Board, Gustave Roussy Foundation, cancer research funding Industry
Board President, Théâtre du Châtelet, theater and opera house

EDUCATION

Sorbonne University
MA (Economics), Sorbonne University
 
CEO, The Woodbridge Company, a multinational Canadian company that is the majority shareholder of Thomson Reuters, a large information/technology company (1998–2012) Leadership, Global, Investor
Deputy chairman, Thomson Reuters (2000–2013) Finance
Partner at Toronto law firm Torys (prior to joining The Woodbridge Company)

CURRENT PUBLIC COMPANY BOARDS

General Electric
Royal Bank of Canada, a leading global financial services company (chairman of Risk Committee) Risk Management
Maple Leaf Foods, a multinational food company (chairman of Governance Committee)
Acasta Enterprises, a special purpose acquisition corporation (chairman of Audit Committee)

PAST PUBLIC COMPANY BOARDS

Thomson Reuters

OTHER POSITIONS

Trustee, University Health Network, a leading healthcare provider in Toronto
Chairman, Relay Ventures, a Canadian venture capital firm
Director, DBRS, Inc., a rating agency

EDUCATION

Law degree, University of Western Ontario



2016 Proxy Statement  /  ELECTION OF DIRECTORS  /  GOVERNANCE    

    page 11




Table of Contents

 
John J. Brennan       Francisco D’Souza       Marijn E. Dekkers
 

Director since: 2012     Age: 61

Director since: 2013     Age: 47

Director since: 2012     Age: 58

Birthplace: United States       Independent

Birthplace: Kenya       Independent

Birthplace: Netherlands       Independent

Qualifications: 

Qualifications:  

Qualifications:  

 

Chairman emeritus and senior advisor, The Vanguard Group, a global investment management company, Malvern, PA (since 2010) Leadership, Investor, Talent Development

CEO, Cognizant Technology Solutions Corporation, a multinational IT company, Teaneck, NJ (since 2007) Leadership, Global, Technology, Finance

Chairman of the Board of Management, Bayer, a multinational life sciences company, Leverkusen, Germany (since 2010*) Leadership, Global, Industry, Technology, Talent Development
 
 

PRIOR BUSINESS EXPERIENCE

PRIOR BUSINESS EXPERIENCE

PRIOR BUSINESS EXPERIENCE

Chairman and CEO, Vanguard (CEO 1996–2008; Chairman 1998–2009)
CFO and president, Vanguard (joined in 1982) Finance

PRIOR REGULATORY EXPERIENCE

Lead governor, Board of Governors of Financial Industry Regulatory Authority (FINRA), a US financial services industry regulator Risk Management, Finance
Former chairman, Financial Accounting Foundation, overseer for financial accounting/reporting standard-setting boards Finance

CURRENT PUBLIC COMPANY BOARDS

General Electric
LPL Financial Holdings Inc.

PAST PUBLIC COMPANY BOARDS

The Hanover Insurance Group

OTHER POSITIONS

Director, Guardian Life Insurance Company of America
Chairman, The Vanguard Charitable Endowment Program
Chair-elect, Board of Trustees, University of Notre Dame

EDUCATION

Dartmouth College
MBA, Harvard University
President, Cognizant (2007–2012) Technology
COO, Cognizant (2003–2006) Technology
Co-founded Cognizant (1994) Technology
Previously held various roles at Dun & Bradstreet

CURRENT PUBLIC COMPANY BOARDS

General Electric
Cognizant

OTHER POSITIONS

Board Co-Chair, New York Hall of Science, a science and technology center
Trustee, Carnegie Mellon University

EDUCATION

University of East Asia
MBA, Carnegie Mellon University
Interim CEO, Bayer Healthcare (2010)
President and CEO, Thermo Electron Corporation, the world’s leading manufacturer of laboratory instruments (later renamed Thermo Fisher Scientific) (2002–2009) Leadership, Industry, Technology
COO, Thermo Electron Corporation (2000–2002)
Previously worked at Allied Signal (subsequently Honeywell) and as a scientist at GE’s corporate research center

CURRENT PUBLIC COMPANY BOARDS

General Electric
Unilever*

PAST PUBLIC COMPANY BOARDS

Biogen Idec, a biotechnology company Industry, Technology
Thermo Fisher Scientific

OTHER POSITIONS

President, German Chemical Industry Association, Frankfurt
Vice President, Federation of German Industry, Berlin

EDUCATION

BS (chemistry), Radboud University of Nijmegen (Netherlands)
PhD (chemical engineering), University of Eindhoven (Netherlands)

* Expected to retire from Bayer in April 2016 and become Chairman of the Board, Unilever



page 12    

    GOVERNANCE  /  ELECTION OF DIRECTORS  /  2016 Proxy Statement




Table of Contents

 
Peter B. Henry       Susan J. Hockfield       Jeffrey R. Immelt
 

Director since: New Nominee     Age: 46

Director since: 2006     Age: 64

Director since: 2012     Age: 60

Birthplace: Jamaica       Independent

Birthplace: United States       Independent

Birthplace: United States

Qualifications: 

Qualifications:  

Qualifications:  

 

Ninth Dean and William R. Berkley Professor of Economics & Finance, NYU’s Stern School of Business, one of the top business schools in the US, New York, NY (Dean and Professor since 2010) Leadership, Finance, Talent Development

President Emerita and professor of neuroscience, MIT, a leading research university with a prominent renewable energy program (President Emerita since 2012; Professor since 2004), Cambridge, MA Technology, Industry

Chairman and CEO, General Electric, Fairfield, CT (since 2001) Leadership, Global, Industry
 
 

PRIOR ACADEMIC EXPERIENCE

PRIOR ACADEMIC EXPERIENCE

PRIOR BUSINESS EXPERIENCE

Konosuke Matsushita Professor of International Economics, Stanford University’s Graduate School of Business (2008–2010) Global, Finance, Talent Development
Joined Stanford University in 1997 and held various positions
Rhodes Scholar
Prominent writer in the field of economics, international finance and emerging markets Global

CURRENT PUBLIC COMPANY BOARDS

Citigroup, a leading financial services company

PAST PUBLIC COMPANY BOARDS

Kraft Foods, a large multinational food company

OTHER POSITIONS

Board member, National Bureau of Economic Research
Member, Federal Reserve Bank of New York’s Economic Advisory Panel Government
Member, President’s Commission on White House Fellowships Government
Led 2008 Presidential Transition Team’s review of international lending agencies Government
Board member, Council on Foreign Relations

EDUCATION

University of North Carolina at Chapel Hill
Oxford University (mathematics)
PhD (economics), MIT
President, MIT (2004–2012) Leadership, Talent Development
Provost, Yale University, a leading university (2003–2004) Leadership, Talent Development
Dean, Yale Graduate School of Arts & Sciences (1998–2002)
Faculty member, Yale University (1985–2004)
Previously a member of the scientific staff at the Cold Spring Harbor Laboratory
Leading research neuroscientist

CURRENT PUBLIC COMPANY BOARDS

General Electric

PAST PUBLIC COMPANY BOARDS

Qualcomm, a global technology company

OTHER POSITIONS

Former co-chair, Advanced Manufacturing Partnership, a US Presidential manufacturing initiative Industry
Board member, Partners Healthcare, a large hospital operator Industry
Member, Commission to Review the Effectiveness of the National Energy Laboratories, US Department of Energy Industry
President-elect, American Association for the Advancement of Science
Member, American Academy of Arts & Sciences
Board member, Council on Foreign Relations
Foundation Board Member, World Economic Forum
Trustee, Boston Symphony Orchestra
Member, MIT Corporation

EDUCATION

University of Rochester
PhD, Georgetown University (neuroscience concentration)
President and chairman-elect, GE (2000)
SVP, GE, and President and CEO, GE Medical Systems (1996–2000)
VP, GE, and general manager, GE Plastics Americas (1993–1996)
Joined GE in 1982 in corporate marketing and held series of leadership positions with GE Plastics in sales, marketing and global product development
Named one of the “World’s Best CEOs” three times by Barron’s

CURRENT PUBLIC COMPANY BOARDS

General Electric

OTHER POSITIONS

Former director, Federal Reserve Bank of New York, a government-organized financial and monetary policy organization Government
Former chairman, US Presidential Council on Jobs and Competitiveness Government
Trustee, Dartmouth College
Member, American Academy of Arts & Sciences

EDUCATION

Dartmouth
MBA, Harvard University


2016 Proxy Statement  /  ELECTION OF DIRECTORS  /  GOVERNANCE    

    page 13




Table of Contents

 
Andrea Jung       Robert W. Lane       Rochelle B. Lazarus
 

Director since: 1998     Age: 57

Director since: 2005     Age: 66

Director since: 2000     Age: 68

Birthplace: Canada       Independent

Birthplace: United States       Independent

Birthplace: United States       Independent

Qualifications: 

Qualifications:  

Qualifications:  

 

President and CEO, Grameen America, a non-profit microfinance organization (since 2014), New York, NY  Leadership

Former Chairman and CEO, Deere & Company, an agricultural, construction and forestry equipment manufacturing company, Moline, IL (since 2010) Leadership, Finance, Global, Industry, Talent Development

Chairman emeritus and former CEO, Ogilvy & Mather Worldwide, a global marketing communications company, New York, NY (since 2012) Leadership, Global, Marketing
 
 

PRIOR BUSINESS EXPERIENCE

PRIOR BUSINESS EXPERIENCE

PRIOR BUSINESS EXPERIENCE

Chairman and CEO, Avon Products, a global consumer products company with a large and complicated sales and marketing network (CEO 1999–2012; Chairman 2001–2012) Leadership, Global, Marketing, Talent Development
Joined Avon in 1994
Previously served as EVP, Neiman Marcus, and SVP, I. Magnin

CURRENT PUBLIC COMPANY BOARDS

General Electric
Apple (former co-lead director), a leading technology company Technology
Daimler, a global European automaker Global, Technology

PAST PUBLIC COMPANY BOARDS

Avon

OTHER POSITIONS

Member, Committee for Economic Development of the Conference Board
Director, Grameen America
Former trustee, New York Presbyterian Hospital, a leading US hospital
Former chairman, World Federation of Direct Selling Associations

EDUCATION

Princeton University
Chairman and CEO, Deere (CEO 2000–2009; Chairman 2000–2010)
Previously COO and CFO at Deere Finance
Joined Deere in 1982 after career in global banking and served in leadership positions in its global construction equipment and agricultural divisions and at Deere Credit

CURRENT PUBLIC COMPANY BOARDS

General Electric
BMW, a global European automaker Global

PAST PUBLIC COMPANY BOARDS

Deere
Verizon Communications
Northern Trust Corporation, a global financial services company Global, Finance

OTHER POSITIONS

Trustee, University of Chicago

EDUCATION

Wheaton College
MBA, University of Chicago
Chairman and CEO, Ogilvy & Mather (CEO 1996–2008; Chairman 1997–2012)
President and COO, Ogilvy & Mather (1995–1996)
Joined Ogilvy & Mather in 1971 and served in leadership positions in its US direct marketing business and its New York and North American operations

CURRENT PUBLIC COMPANY BOARDS

General Electric
Blackstone Group, a global financial services company Industry, Global
Merck, a global pharmaceutical company Industry

OTHER POSITIONS

Trustee, New York Presbyterian Hospital, a leading US hospital Industry
Board of Governors, FINRA, financial services industry regulator
Director, World Wildlife Fund
Director, Lincoln Center for the Performing Arts
Defense Business Board
Board of Overseers, Columbia Business School

EDUCATION

Smith College
MBA, Columbia University


page 14    

    GOVERNANCE  /  ELECTION OF DIRECTORS  /  2016 Proxy Statement




Table of Contents

Lowell C. McAdam       James J. Mulva       James E. Rohr
 

Director since: New Nominee     Age: 61

Director since: 2008     Age: 69

Director since: 2013     Age: 67

Birthplace: United States     Independent

Birthplace: United States     Independent

Birthplace: United States     Independent

Qualifications:  

Qualifications:  

Qualifications:  

 

Chairman and CEO, Verizon Communications, a leading provider of wireless, fiber-optic and global Internet networks and services, New York, NY (CEO since 2011, chair since 2012) Leadership, Global, Technology, Finance

Former Chairman, President and CEO, ConocoPhillips, an integrated global energy company, Houston, TX (since 2012) Leadership, Global, Industry

Former Chairman and CEO, PNC Financial Services Group, a large financial services company, Pittsburgh, PA (since 2014) Leadership, Risk Management, Talent Development

 
 

PRIOR BUSINESS EXPERIENCE

PRIOR BUSINESS EXPERIENCE

PRIOR BUSINESS EXPERIENCE

President and COO, Verizon (2010–2011)
Previously held key executive positions at Verizon Wireless, including president and CEO (2000–2010)
President and CEO, PrimeCo Personal Communications (1997–2000)
Held various executive positions at AirTouch Communications and Pacific Bell

CURRENT PUBLIC COMPANY BOARDS

Verizon Communications

OTHER POSITIONS

Trustee, Cornell University
Chair, Cornell Tech Board of Overseers

EDUCATION

Cornell University
MBA, University of San Diego
Chairman, President and CEO, ConocoPhillips (President and CEO 2002–2012; Chairman 2004–2012)
Previously served in various leadership positions at Phillips Petroleum, including CFO, chairman and CEO Finance

CURRENT PUBLIC COMPANY BOARDS

General Electric
General Motors, a global automaker Global

PAST PUBLIC COMPANY BOARDS

Statoil, a leading oil and gas company based in Norway Global, Industry

OTHER POSITIONS

Chair-elect, Board of Visitors, M.D. Anderson Cancer Center, a leading cancer center Industry
Former chairman, American Petroleum Institute (2005 and 2006)

EDUCATION

University of Texas
MBA, University of Texas
Chairman and CEO, PNC (CEO 2000–2013; Chairman 2001–2014)
Joined PNC in 1972 and served in various management positions, including as president, vice chair and COO

CURRENT PUBLIC COMPANY BOARDS

General Electric
Allegheny Technologies
EQT (lead independent director), a large natural gas company Industry
Marathon Petroleum, a multinational oil company Industry

PAST PUBLIC COMPANY BOARDS

BlackRock, a multinational investment management company Investor
PNC

OTHER POSITIONS

Former President, Federal Advisory Council of Board of Governors, Federal Reserve, the US central banking system Risk Management
Chairman, Board of Trustees, Carnegie Mellon University
Trustee, University of Notre Dame

EDUCATION

University of Notre Dame
MBA, The Ohio State University

 

2016 Proxy Statement  /  ELECTION OF DIRECTORS  /  GOVERNANCE    

    page 15




Table of Contents

Mary L. Schapiro       James S. Tisch      
 

Director since: 2013     Age: 60

Director since: 2010     Age: 63

Birthplace: United States     Independent

Birthplace: United States     Independent

 

Qualifications:  

Qualifications:  

                        

   

Vice Chair, Advisory Board, Promontory Financial Group, a leading strategy, risk management and regulatory compliance consulting firm, Washington, D.C. (since 2014) Industry, Risk Management, Finance

President and CEO, Loews Corporation, a diversified multinational holding company with subsidiaries involved in energy, insurance and hospitality, New York, NY (since 1998) Leadership, Global, Finance, Industry, Investor

 
 

PRIOR BUSINESS EXPERIENCE

CURRENT PUBLIC COMPANY BOARDS

Managing director and chairman of governance and markets practice, Promontory (2013–2014)

PRIOR REGULATORY EXPERIENCE

29th Chairman, SEC, US agency that enforces the federal securities laws (2009–2012) Leadership, Government
Chairman and CEO, FINRA, financial services industry regulator (2006–2008) Leadership, Government
Previously, held key executive positions at FINRA, including vice chairman and president of NASD Regulation (1996–2006)
Chairman, CFTC, US federal agency that regulates the futures trading industry (1994–1996) Leadership, Government
Commissioner, SEC (1988–1994) Government

CURRENT PUBLIC COMPANY BOARDS

General Electric
London Stock Exchange Group

PAST PUBLIC COMPANY BOARDS

Duke Energy, a large multinational energy company Industry
Kraft Foods, a large multinational food company

OTHER POSITIONS

Vice chair, Sustainability Accounting Standards Board
Governing Board member, Center for Audit Quality
Senior advisor for corporate governance and regulatory issues, Hudson Executive Capital

EDUCATION

Franklin & Marshall College
JD, George Washington University
General Electric
Loews and its consolidated subsidiaries, CNA Financial, an insurance company, and Diamond Offshore Drilling (chairman), an offshore drilling and natural gas exploration company Industry

OTHER POSITIONS

Director, Mount Sinai Medical Center, a leading US hospital Industry
Former director, Federal Reserve Bank of New York, a government-organized financial and monetary policy organization Finance
Chairman, nonprofit WNET
Director, 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

 

page 16    

    GOVERNANCE  /  ELECTION OF DIRECTORS  /  2016 Proxy Statement




Table of Contents

Board Composition

How We Build a Board That Is Right for GE

We believe that GE benefits when there is a mix of experienced directors with a deep understanding of the company and others who bring a fresh perspective. The Governance & Public Affairs Committee (the Governance Committee) is charged with reviewing the composition of the Board and refreshing the Board as appropriate. With this in mind, the committee continuously reviews potential candidates and recommends nominees to the Board for approval. GE is a very desirable Board for external candidates, which allows us to recruit exceptionally talented directors on an ongoing basis. In this regard, the committee has recruited eight new directors to the Board over the past five years, including three new directors for 2016.

HOW WE REFRESH THE BOARD
 
Term limits. In September 2015, the Board adopted a 15-year term limit for independent directors (with a 2-year transition period for existing directors).
Age limits. With limited exceptions, directors may not be renominated to the Board after their 75th birthday.
Board evaluation. The Board annually assesses its effectiveness through a process led by the Board’s lead director. See “How We Evaluate the Board’s Effectiveness” on page 23.
 

See the Board’s Governance Principles (see “Helpful Resources” on page 65) for more information on these policies.

IMPORTANT FACTORS IN ASSESSING BOARD COMPOSITION. The Governance Committee strives to maintain an engaged, independent board with broad and diverse experience and judgment that is committed to representing the long-term interests of our shareowners. The committee considers a wide range of factors when selecting and recruiting director candidates, including:

—   

Ensuring an experienced, qualified Board with expertise in areas relevant to GE. The committee seeks directors who have held significant leadership positions and who have experience in technology, finance, risk management, global business, investing, marketing, government and the industries in which we compete, as described below.

 
LEADERSHIP EXPERIENCE

   16/16 directors

 

We believe that directors who have held significant leadership positions over an extended period, especially CEO positions, possess extraordinary leadership qualities and demonstrate a practical understanding of organizations, processes, strategy and risk management, and know how to drive change and growth.

 

GLOBAL EXPERIENCE

   12/16 directors

 

We have added directors with global business experience because GE’s continued success depends, in part, on continuing to grow its businesses outside the US. For example, approximately 55% of our revenues and 64% of our infrastructure orders came from outside the US in 2015.

 

INDUSTRY EXPERIENCE

   10/16 directors

 

We have sought directors with leadership experience in the industries in which we participate. For example, over the last few years we have added directors with oil and gas and healthcare industry experience given the significance of our Oil & Gas and Healthcare businesses, which comprise 14% and 15% of our revenues, respectively.


DIRECTOR “MUST-HAVES”

Highest personal & professional ethics
Integrity & values
A passion for learning
Inquisitive & objective perspective
A sense for priorities & balance


2016 Proxy Statement  /  BOARD COMPOSITION  /  GOVERNANCE    

    page 17




Table of Contents

FINANCE EXPERIENCE

   10/16 directors

    

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.

 

TALENT DEVELOPMENT EXPERIENCE

   7/16 directors

 

In light of the importance of the Board’s role in succession planning, we have sought directors with talent development experience, including those with academic backgrounds. We believe that these directors have a unique ability to inspire and develop others and an acute skillfulness in identifying talent.

 

INVESTOR EXPERIENCE

   5/16 directors

 

To ensure 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.

 

TECHNOLOGY EXPERIENCE

   5/16 directors

 

As a science and technology company and leading innovator, we have added directors with technology backgrounds because our success depends on developing and investing in new technologies and ideas. Technology experience has become increasingly important as we intensify our focus on software and the Industrial Internet with the launch of GE Digital.

 

RISK MANAGEMENT EXPERIENCE

   4/16 directors

 

In light of the Board’s role in overseeing risk management and understanding the most significant risks facing the company, we have added directors with experience in risk management and oversight.

 

GOVERNMENT EXPERIENCE

   3/16 directors

 

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 actions and socioeconomic trends.

 

MARKETING EXPERIENCE

   2/16 directors

 

GE seeks to grow organically by identifying and developing new markets for its products and services. Directors with marketing expertise, especially on an international basis, are therefore important to us. Marketing and branding expertise is also important as we shift our portfolio to be more industrial and software focused.

—  

Enhancing the Board’s diversity of background. Although the Board does not have a formal diversity policy, the Governance Committee takes into account a candidate’s ability to contribute to the diversity of background on the Board, which we call cognitive diversity. We consider the candidate’s and the existing Board members’ race, ethnicity, gender, age, cultural background and professional experience. 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 Governance Committee considers regulatory requirements affecting directors, including potential competitive restrictions and financial institution management interlocks. It also looks at other positions the director has held or holds (including other board memberships), and the Board reviews director independence.

 

DIRECTOR CANDIDATE RECOMMENDATIONS. The committee considers all shareowner recommendations for director candidates, evaluating them in the same manner as candidates suggested by other directors or third-party search firms (which the company retains from time to time, and has retained over the past year, to help identify potential candidates). Mr. Bazin was recommended to the Governance Committee by management, and Messrs. Henry and McAdam were recommended by a third-party search firm.

 
 

HOW YOU CAN RECOMMEND A CANDIDATE

Write to the Governance Committee, c/o Alex Dimitrief, Secretary, GE, at the applicable address listed on the inside front cover of this proxy statement, and include all information that our by-laws require for director nominations. The general qualifications and specific qualities and skills sought by the committee for directors are discussed under “How We Build a Board That Is Right for GE” on page 17.

   
 

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 65), the committee believes that the Board’s current size (16 directors) is appropriate, given the size of GE and the need to access a wide range of director views and backgrounds to reflect the diversity and complexity of the businesses and markets in which we operate. This size also is consistent with our historical approach. Over the last 40 years, we have had between 14 and 20 directors with the median at 16, a range the committee believes has served the company and its shareowners well.



page 18    

    GOVERNANCE  /  BOARD COMPOSITION  /  2016 Proxy Statement




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 11) other than Mr. Immelt are independent, as were directors Cash, Swieringa and Warner and former director Ann Fudge throughout the period they served on our Board.

The Board’s guidelines. For a director to be considered independent, the Board must determine that he or she does not have any material relationship with GE. The Board’s guidelines for director independence conform to, or are more exacting than, 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 on GE’s website (see “Helpful Resources” on page 65), the Board considers all relevant facts and circumstances when making an independence determination.

Applying the guidelines in 2015. In determining director independence for 2015, the Board considered relevant transactions, relationships and arrangements in assessing independence, including relationships among Board members, their family members and the company, as described under “Relationships and Transactions Considered for Director Independence” below.

COMMITTEE MEMBERS. All members of the Audit Committee, Management Development and Compensation Committee (the Compensation Committee), Governance Committee and GE Capital Committee must be independent as defined by the Board’s Governance Principles.

Heightened standards for Audit Committee members. Under a separate SEC independence requirement, Audit Committee members may not accept any consulting, advisory or other fee 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 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, Compensation, Governance and GE Capital Committees as well as the Technology & Industrial Risk Committee (the Industrial Risk Committee) are independent and, where applicable, also satisfy these committee-specific independence requirements.



Relationships and Transactions Considered for Director Independence

GE Transaction
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    Accor    Chair & CEO         N/A   
Beattie Elizabeth Arden Brother is executive N/A
D’Souza Cognizant   CEO  
Dekkers Bayer Chair of Management Board N/A
McAdam   Verizon Chair & CEO N/A
Tisch Loews President & CEO   N/A
All directors Various charitable
organizations
  Executive, director or trustee Charitable contributions from GE
<1% of the organization’s revenues

2016 Proxy Statement  /  BOARD COMPOSITION  /  GOVERNANCE    

    page 19




Table of Contents

Board Committees

A significant portion of the Board’s oversight responsibilities is carried out through its five independent committees.

 

COMMITTEE CHANGES REFLECT STRATEGIC SHIFT

In line with GE’s strategic shift away from financial services to focus on its industrial businesses as well as its increased investment in software and analytics with the recent launch of GE Digital, in February 2016, the Board changed its committee structure as follows:

—   the Risk Committee became the GE Capital Committee, focused on the GE Capital exit plan; and
—   the Science & Technology Committee became the Technology & Industrial Risk Committee, focused on industrial and product risk, cybersecurity, R&D and the company’s Industrial Internet initiative.
 
 

COMMITTEE COMPOSITION

All committee members satisfy the NYSE’s and GE’s definitions of independent director, and all Audit Committee members are audit committee financial experts (as defined under SEC rules), in each case as determined by the Board.

 
 

COMMITTEE OPERATIONS

Each committee meets periodically throughout the year, reports its actions and recommendations to the Board, receives reports from senior management, annually evaluates its performance and has the authority and funding to retain outside advisors.

 
 

COMMITTEE RESPONSIBILITIES

The primary responsibilities of each committee are listed to the right (and committee responsibilities relating to risk oversight are described under “How We Oversee & Manage Enterprise Risk” on page 24). For more detail, see the committee charters and key practices on GE’s website (see “Helpful Resources” on page 65).

Audit

     

Governance

 

A WORD FROM THE CHAIR,
SANDY WARNER*

In 2015, our focus included accounting, controls and disclosure for the GE Capital exit plan. Other priorities included:

— Alstom integration, including compliance
— New revenue recognition standard
— Cash management initiatives
 
 
 

A WORD FROM THE CHAIR,
SHELLY LAZARUS

Refreshing the Board and recruiting new directors were key priorities in 2015. We also focused on:

— New director term limit policy
— Implementation of proxy access
— Board committee reorganization
 

16 meetings in 2015

4 meetings in 2015

 

MEMBERS

MEMBERS    

D’Souza
Lane

Mulva
Swieringa
Warner Brennan
Hockfield
Jung
Lazarus
Tisch
Warner
     

KEY OVERSIGHT RESPONSIBILITIES

—   Independent auditor engagement
—   Financial reporting & accounting standards
—   Internal audit functions (Corporate Audit Staff & GE Capital Audit)
—   Disclosure & internal controls
—   Compliance & integrity programs

KEY OVERSIGHT RESPONSIBILITIES

—   Director recruitment
—   Corporate governance
—   Board committee structure & membership
—   Annual Board self-evaluation
—   Conflict-of-interest reviews
—   Director compensation
—   GE positions on corporate social responsibilities
—   Political spending & lobbying
*Ms. Schapiro will become the Audit Committee
chair following the annual meeting.


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Compensation       GE Capital       Industrial Risk
 

A WORD FROM THE CHAIR, JACK BRENNAN

An important item in 2015 was overseeing the operation of the new bonus program, and ensuring that the performance metrics continued to provide incentives aligned with the company’s changing strategy. We also focused on:

— Key leadership changes
— Implementation of new equity compensation program
— Employee retention in connection with the GE Capital exit plan

A WORD FROM THE CHAIR, GEOFF BEATTIE

Risk oversight and execution of the GE Capital exit plan was a key priority in 2015. We also focused on:

— GE Capital reorganization
— Capital planning & liquidity
— Synchrony split-off

A WORD FROM THE CHAIR, SUSAN HOCKFIELD*

During 2015, we focused on product management and technology. Other priorities included:

— GE Digital & our Software Center of Excellence
— Advanced manufacturing
— R&D funding

 

10 meetings in 2015

21 meetings in 2015

4 meetings in 2015

 

MEMBERS

MEMBERS

MEMBERS

Brennan
Cash
Dekkers

Jung
Lane

Rohr
Warner

Beattie
Brennan

Rohr
Schapiro

 

Cash
D’Souza

Dekkers
Hockfield

Jung
Mulva

 

KEY OVERSIGHT RESPONSIBILITIES

—   Executive succession planning
—   CEO & senior executive performance evaluations
—   CEO & senior executive compensation
—   Development & selection of senior management
—   Incentive compensation programs, including GE’s 2007 Long-Term Incentive Plan

KEY OVERSIGHT RESPONSIBILITIES

—   Risk management framework & related policies/processes
—   Risk governance framework & risk assessment
—   Risk appetite & key risk policies
—   Metrics used to manage risks
—   Financial services regulatory examinations & reviews
—   Internal risk management function

KEY OVERSIGHT RESPONSIBILITIES

—   Technology & innovation strategies
—   Investments & initiatives in science, technology & software
—   Cybersecurity
—   Science & technology trends
—   R&D operations, including our Global Research Centers
 
*Mr. Dekkers will join Dr. Hockfield as co-chair of the Industrial Risk Committee effective April 2016.

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Board Operations

Board Leadership Structure

Our CEO serves as the chairman of the Board. An independent director serves as the Board’s lead director, with broad authority and responsibility over Board governance and operations.

WHY OUR BOARD LEADERSHIP STRUCTURE IS APPROPRIATE FOR GE.It allows one person to speak for and lead both GE and the Board, while also providing for effective independent board oversight through an independent lead director. At a company as large and diverse as GE, we believe the CEO is in the best position to focus the independent directors’ attention on the issues of greatest importance to the company and its shareowners.

HOW WE SELECT THE LEAD DIRECTOR. The Governance Committee considers feedback from the current lead director, our Board members and the chairman, and then makes a recommendation to the Board’s independent directors. Acting on this recommendation, the independent directors elect the lead director. Jack Brennan, chair emeritus of the Vanguard Group, was elected as the lead director in 2014. Under the Board’s Governance Principles, Mr. Brennan also serves as chair of the Compensation Committee and as a member of the Governance Committee. In addition, he serves on the GE Capital Committee.

LEAD DIRECTOR RESPONSIBILITIES. The lead director focuses on optimizing the Board’s processes and ensuring that the Board is prioritizing the right matters. Specifically, he 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 meetings when the chairman is absent
—   Leadership of independent director meetings — 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
—   Additional meetings — calls additional Board or independent director meetings as needed
—   Chairman-independent director liaison — regularly meets with the chairman and serves as liaison between the chairman and the independent directors
—   Shareowner communications — makes himself available for direct communication with our major shareowners

BOARD LEADERSHIP STRUCTURE

—   Board discussion items — works with the chairman to propose an annual schedule of major Board discussion items
—   Board agenda, schedule & information — approves the agenda, schedule and information sent to directors
—   Board governance processes — works with the Governance Committee to guide the Board’s governance processes, including succession planning and the annual Board self-evaluation
—   Board leadership structure review — oversees the Board’s periodic review and evaluation of its leadership structure
—   Chairman evaluation — leads annual chairman evaluation
—   Committee chair selection — advises the Governance Committee in choosing committee chairs


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Director Attendance

BOARD/COMMITTEE MEETINGS. The Board held 13 meetings during 2015, including 3 formal meetings of the independent directors of the Board. In 2015, each of our director nominees and 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, except for Dr. Cash, who faced unavoidable scheduling conflicts with his duties as lead independent director of another leading company.

ANNUAL SHAREOWNERS MEETING. Information about director attendance at the annual shareowners meeting can be found on GE’s website (see “Helpful Resources”on page 65).

Board Members Visit at Least Two GE Businesses Per Year

GE POLICY. We encourage our directors to meet with GE senior managers without corporate management present. To facilitate this contact, directors are expected to make at least two visits to GE businesses each year unaccompanied by corporate management. In determining which businesses to visit, management and the Board give priority to those identified at the company’s annual financial and strategic planning sessions as strategically important as well as any that have been recently acquired or are a particular focus of risk oversight.

2015 VISITS. Directors conducted more than 10 business visits in 2015, including visits to:

Global Growth Organization &
Global Operations
Power (Power
Generation Products)
Global Research Center Lighting
Cybersecurity Center Aviation
Oil & Gas (Turbomachinery) Transportation
GE Capital (Energy Financial
Services and Commercial
Lending & Leasing)
Healthcare

How We Evaluate the Board’s Effectiveness

ANNUAL EVALUATION PROCESS. Each year, the lead director interviews each director to obtain his or her assessment of director performance, Board dynamics and the effectiveness of the Board and its committees. At times, directors may also complete written assessments. After consulting with the chair of the Governance Committee, the lead director summarizes the directors’ assessments for discussion with the Board and committees. From time to time, we engage an independent, third-party governance expert to conduct the interviews. For more information on this evaluation process, see the Board’s Governance Principles and the Governance Committee’s Key Practices (see “Helpful Resources” on page 65).

CHANGES MADE IN RESPONSE TO 2015 EVALUATIONS. In response to feedback received from our directors in 2015 (as well as feedback from our investors), the Board determined to adopt a term limit policy for independent directors, which will work in tandem with our age limit policy to help achieve a balanced mix of tenures and ages on the Board. See “How We Refresh the Board” on page 17.



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How We Oversee & Manage Enterprise Risk

For more information, see the “Risk Management” and “Risk Factors” sections in our 2015 annual report on Form 10-K.

Board Oversight


Management Oversight

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Investor Outreach

We Have a Robust Investor Engagement Program

We conduct extensive governance reviews and investor outreach throughout the year. This ensures that management and the Board understand and consider the issues that matter most to our shareowners and enables GE to address them effectively.

How the Board Receives Direct Feedback from
Major Institutional Investors

In 2015, the company began inviting major institutional investors to meet periodically with GE’s independent directors. This complements management’s investor outreach program and allows directors to directly solicit and receive investors’ views on GE’s strategy and performance.

How We Incorporated Investor Feedback Over
the Past Year

For 2016, after considering feedback received from investors, the Board decided to:

Adopt term limits for independent directors (15 years with a 2-year transition period for directors as of the 2016 annual meeting) (see “How We Refresh the Board” on page 17); and

Enhance our proxy disclosures, including around Board and committee focus areas (see “Board Committees” on page 20) and the Audit Committee’s oversight of the selection of KPMG’s lead audit engagement partner (see “Rotation of Key Audit Partners and Audit Firms” on page 54).

Investor Outreach and Our 2015 Say-On-Pay Vote

At our 2015 annual meeting, shareowners expressed a high level of support (91%) for the compensation of our named executives. Following the meeting, we met with our largest investors to review compensation actions for the past year and discuss our say-on-pay vote.

The Compensation Committee reviewed these voting results, evaluated investor feedback and considered other factors used in assessing GE’s executive compensation programs as discussed in this proxy statement. These factors included the alignment of our compensation program with the long-term interests of our shareowners and the relationship between risk-taking and the incentive compensation we

OUR INVESTOR ENGAGEMENT PROGRAM

provide to our named executives. After considering these factors, as well as the significant changes made to both our cash and equity incentive compensation programs in 2015, the committee reaffirmed the elements of our executive compensation program and policies.

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 any such communications can be found on GE’s website (see “Helpful Resources” on page 65).



Other Governance Policies & Practices

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 (contained in the company’s integrity policy, 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 published on GE’s website (see “Helpful Resources” on page 65).

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 for a director, the director is required to promptly inform the CEO and the lead director. The Governance Committee is responsible for reviewing 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. Under the Board’s Governance Principles, directors who hold public company CEO positions should serve on no more than two public company boards in addition to ours, and other directors should



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serve on no more than four public company boards in addition to ours. This is to ensure that our directors have sufficient time to devote to GE matters.

The Board determined to waive this limitation for Mr. Tisch, because two of the public company boards on which he serves are within Loews’s consolidated group of companies. Loews is a diversified holding company whose business operations are entirely conducted through its subsidiaries. Two of these subsidiaries, CNA Financial (90% owned) and Diamond Offshore Drilling (53% owned), accounted for more than 85% of Loews’s revenues in each of the past three fiscal years. Since Mr. Tisch’s responsibilities as a board member of CNA Financial and Diamond Offshore Drilling are integrally related to and subsumed within his role as CEO of Loews, the GE Board believes that this board service does not meaningfully increase his time commitments or fiduciary duties, as would be the case with service on the boards of unaffiliated public companies.

Independent Oversight of Political Spending
and Lobbying

The Governance Committee, a committee composed solely of independent directors, oversees the company’s political spending and lobbying, including 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 has the following responsibilities:

Political spending policies. Annual review of GE’s political spending policies and practices;

Political spending budget. Approval of the company’s annual budget for political activities and semi-annual review of how it is being spent; and

Political spending report. Issuance of a yearly report on the company’s political spending, which is available on our Sustainability website (see “Helpful Resources” on page 65).

In light of developments over the past several years on policies that are critical to the success of GE and the continuing changes in the dynamics of elections in the United States, we are undertaking a comprehensive review of our policies on lobbying and campaign contributions to ensure that we are appropriately advancing and safeguarding GE’s business interests.

Related Person Transactions

How We Review and Approve Related Person 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 such related persons 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 facts and circumstances, and for developing and implementing processes and controls for obtaining information about related person 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 committee’s Key Practices, which are available on GE’s website (see “Helpful Resources” on page 65), in the course of reviewing and approving or ratifying a disclosable related person transaction, the committee considers the factors in the box below.

FACTORS USED IN ASSESSING THESE 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 by GE in connection with the transaction

Any Governance Committee member who is a related person with respect to a transaction under review may not participate in discussions or decisions about the transaction.

Related Person Transactions for 2015

The sister-in-law of Mr. Bornstein was an executive in GE Capital’s corporate risk group and earned $504,900 in base salary and bonus in 2015. Her compensation was commensurate with her peers’ compensation.



Stock Ownership Information

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires GE’s directors and executive officers, and persons who beneficially own more than 10% of our common or preferred stock, to file reports with the SEC regarding their initial stock ownership and changes in their ownership.

GE practices. As a practical matter, GE assists its directors and officers by monitoring transactions and completing and filing Section 16 reports on their behalf.

Timeliness of 2015 reports. Based solely on a review of the reports filed for fiscal 2015 and on the written representations of those filing reports, we believe that all of our executive officers and directors filed the required reports on a timely basis under Section 16(a), except that one Form 5 to report a gift of shares for Douglas Warner was inadvertently filed late due to an administrative error.



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Common Stock & Total Stock-Based Holdings Table

The following table includes all GE stock-based holdings, as of December 31, 2015, 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 & Nominees Common Stock        Total
  Sébastien M. Bazin 0 0
  W. Geoffrey Beattie 59,806   160,432
  John J. Brennan 25,000 70,235
  James I. Cash, Jr. 11,741 136,787
  Francisco D’Souza 36,500 66,383
  Marijn E. Dekkers 21,000 44,722
  Peter B. Henry 0 0
  Susan J. Hockfield 0 74,300
  Andrea Jung 7,519 137,987
  Robert W. Lane 14,500 142,245
  Rochelle B. Lazarus 38,364 226,494
  Lowell C. McAdam 0 0
  James J. Mulva 4,105 123,874
  James E. Rohr 30,000 45,485
  Mary L. Schapiro 7,100 26,754
  Robert J. Swieringa 3,829 162,207
  James S. Tisch 440,000 505,003
  Douglas A. Warner III 97,688 229,466
  Total 797,152 2,152,374

Common Stock
Named Executives Stock         Options         Total
  Jeffrey R. Immelt 2,178,684 500,000 4,770,351
  Jeffrey S. Bornstein 129,498 2,967,500 4,898,702
  John G. Rice 532,913 4,695,000 6,967,737
  Keith S. Sherin 303,774 4,695,000 6,623,048
  Brackett B. Denniston III 362,796 5,300,000 5,927,530
  Total 3,507,665 18,157,500 29,187,368

  Current Directors & Executives Common Stock Total
  As a group (23 people) 21,449,649          32,314,512
 
  5% Beneficial Owners Common Stock
  BlackRock, Inc. 530,391,816
  The Vanguard Group 551,705,886
  Total 1,082,097,702    

PERCENTAGE OWNERSHIP

–  

No director or named executive owns more than one-tenth of 1% of the total outstanding shares

BlackRock and Vanguard own 5.7% and 5.8%, respectively, of the total outstanding shares

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. For the named executives, this column also includes shares that may be acquired under stock options that are currently exercisable or will become exercisable within 60 days (see the Options sub-column). For Mr. Immelt, this column also includes 125,000 PSUs that converted into shares on February 12, 2016 (see “2011–2015 Performance Share Units (PSUs)” on page 33) and 60,000 shares of restricted stock 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 that are not convertible into shares of GE common stock within 60 days, including, as appropriate, PSUs, RSUs, DSUs, deferred compensation accounted for as units of GE stock, and stock options. As described under “Director Compensation” on page 50, directors must hold the DSUs included in this column until one year after leaving the Board.

COMMON STOCK AND TOTAL. Both columns include the following shares over which the identified individual has shared voting and investment power through family trusts or other accounts: Beattie (59,806), Dekkers (20,000), Jung (69), Lazarus (8,000), Mulva (4,030), Rohr (30,000), Tisch (440,000) and Warner (1,200). Both columns exclude 1,851 shares of the company’s 5.00% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series D, $1.00 par value, owned by Mr. Warner and over which he has sole voting and investment power.

CURRENT DIRECTORS AND EXECUTIVES. These columns show ownership by our current directors and executive officers (as such, they exclude share ownership for Messrs. Bazin, Henry, McAdam and Denniston). Includes: (1) 16,732,500 shares that may be acquired under stock options that are or will become exercisable within 60 days, (2) 979,083 shares over which there is shared voting and investment power, and (3) 60,000 shares over which there is sole voting but no investment power. The directors and executive officers as a group do not own more than 1% of the total outstanding shares.

5% BENEFICIAL OWNERS. Represents shares beneficially owned by BlackRock, Inc., 55 East 52nd Street, New York, NY 10055, and The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355, as follows:

BlackRock (# shares)       Vanguard (# shares)  
Sole voting power 454,077,953 17,452,334  
Shared voting power 107,032 941,001  
Sole investment power 530,284,784 533,177,367  
Shared investment power 107,032 18,528,519  

The foregoing information is based solely on a Schedule 13G/A filed by BlackRock with the SEC on January 26, 2016, and a Schedule 13G/A filed by Vanguard with the SEC on February 10, 2016, as applicable.

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 and key practices. The web links for these materials can be found under “Helpful Resources” on page 65, and you can receive copies upon request.



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Compensation

MANAGEMENT PROPOSAL NO. 1

Advisory Approval of Our Named Executives’ Compensation

What are you voting on?

In accordance with Section 14A of the Securities Exchange Act of 1934 (Exchange Act), we are asking shareowners to vote on an advisory basis to approve the compensation paid to our named executives, as described in this proxy statement.

Why the Board recommends a vote FOR this proposal. The Board believes that our compensation policies and practices are effective in achieving the company’s goals of:

–  

Rewarding sustained financial and operating performance and leadership excellence;

Aligning our executives’ interests with those of our shareowners to create long-term value; and

Motivating executives to remain with us for long and productive careers built on expertise.

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 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 2017 annual meeting.

Your Board recommends a vote FOR approval of the say-on-pay advisory vote.

Overview of Our Executive Compensation Program

Although the executive compensation discussion in this proxy statement focuses on the compensation decisions for our named executives — Jeff Immelt (Chair & CEO), Jeff Bornstein (SVP & CFO), John Rice (Vice Chair & CEO of our Global Growth Organization), Keith Sherin (Vice Chair & CEO of GE Capital) and Brackett Denniston (Former SVP & General Counsel) — our executive compensation programs apply broadly across GE’s executive ranks. For example, approximately 5,000 executives participate in the annual bonus program and receive equity incentives, and approximately 1,000 executives participate in our long-term performance award program. We strive to pay fair and competitive wages to all of our employees, considering the specific job markets and peer compensation.

Key Considerations in Setting Pay

EMPHASIS ON CONSISTENT, SUSTAINABLE AND RELATIVE PERFORMANCE

Our compensation program provides the greatest pay opportunity for named executives who demonstrate superior performance for sustained periods of time. It also rewards them for executing GE’s strategy through business cycles (for example, maintaining consistent levels of R&D investment through economic cycles). In evaluating performance consistency, we also weigh the performance of each named executive relative to his peers in his industry segment or function.

CHALLENGING PERFORMANCE METRICS ALIGNED TO OUR INVESTOR FRAMEWORK

We set performance metrics for our incentive compensation programs that match our short-term and long-term operating frameworks. We set target performance levels that are challenging but achievable with good performance, and maximum performance levels that represent stretch goals. For example, all of our long-term performance award programs have paid out at less than 105% of target performance, ranging between 71% and 104%.

EMPHASIS ON FUTURE PAY OPPORTUNITY VERSUS CURRENT PAY

The Compensation Committee strives to provide an appropriate mix of compensation elements, including finding a balance between current and long-term compensation and between cash and equity incentive compensation. Cash payments primarily are aligned with and reward more recent performance, while equity awards encourage our named executives to continue to deliver results over a longer period of time and also serve as a retention tool. The committee believes that most of our named executives’ compensation should be contingent on company performance, primarily long-term operating and stock-price performance.

COMPENSATION COMMITTEE JUDGMENT

Our compensation programs balance arrangements where the payouts are tied to specific quantitative performance objectives with those where the committee evaluates a broad range of quantitative and qualitative factors, such as reliability in delivering financial and growth targets, performance in light of risk assumed, performance in the context of the economic environment relative to other companies, a track record of integrity, good judgment, the ability to create further growth and lead others, and the absolute size of total pay packages.



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SIGNIFICANCE OF OVERALL COMPANY RESULTS

The committee’s evaluation of the named executives places strong emphasis on their contributions to the company’s overall performance rather than focusing only on their particular businesses or functions. The committee believes that the named executives, as key members of the company’s leadership team, share the responsibility to support GE’s goals and performance. While this compensation philosophy influences all of the committee’s compensation decisions, it has the biggest impact on annual equity incentive grants.

CONSIDERATION OF RISK

Our compensation programs are balanced and focused on the long term so that our named executives can achieve the highest compensation through consistent superior performance over sustained periods of time. In addition, large amounts of compensation are usually deferred or realizable only upon retirement, providing strong incentives to manage for the long term while avoiding excessive risk-taking in the short term. Goals and objectives, which include specific, risk-focused measures, reflect a balanced mix of performance measures to avoid placing excessive weight on any single measure. Compensation is also balanced among current cash payments, deferred cash and equity awards. With limited exceptions, 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 “How We Oversee & Manage Enterprise Risk” on page 24 for more information.



Primary Executive Compensation Elements for 2015

  Salary Bonus LTPAs PSUs Options RSUs
Who receives

All named executives

—————————————————————————►

All named
executives except
CEO
When granted Reviewed every  18 months Cash Annually in February for prior year Generally every 3 years

Annually

———————————————►

Form of delivery

Cash

—————————————————►

Equity

———————————————►

Type of
performance

Short-term emphasis

—————►

Long-term emphasis

———————————————————►

Performance
period
Ongoing 1 year

3 years

——————————►

Generally vest 20% per year over five years or longer
How payout
determined
Committee
judgment
Mix of formulaic pool funding & committee judgment Formulaic; committee verifies performance Formulaic; depends on stock price on exercise/vest date
Most recent
performance
measures
N/A Mix of 4 financial metrics & strategic goals 4 financial metrics 2 financial metrics & relative TSR modifier Stock price appreciation

See “Acronyms Used” on page 65 for a guide to the acronyms used throughout this proxy statement.

Realized Compensation

The SEC’s calculation of total compensation, as shown in the Summary Compensation Table on page 36, includes several items driven by accounting and actuarial assumptions. As a result, total compensation as defined by the SEC differs substantially from the compensation actually realized by our named executives in a particular year. To supplement the SEC-required disclosure, the table to the right shows compensation actually realized by each named executive, as reported on his IRS W-2 form. These amounts are not a substitute for the amounts reported as SEC total compensation. Information on how realized compensation is calculated is included in the supplemental materials on GE’s proxy website (see “Helpful Resources” on page 65).

Realized Compensation Table

Realized Compensation
  Name       2015       2014       2013
  Immelt $10,028,885 $9,560,031 $20,436,857
  Bornstein $5,266,094 $4,271,938   $9,079,338
  Rice $9,671,232   $9,409,173 $16,478,702
  Sherin   $6,947,307 $6,460,460 $16,315,819
  Denniston $5,016,729 $4,817,618 $11,101,379


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How Our Incentive Compensation Plans Paid Out for 2015

This section provides an overview of how GE performed against the goals established under its 2015 annual bonus program, 2013–2015 LTPA program and 2011–2015 PSUs. See “Compensation Actions for 2015” on page 33 for amounts paid to the named executives under these programs as well as how we assessed their individual performance.

2015 Annual Bonuses

BONUS POOL FUNDED NEAR TARGET. We granted bonuses to our named executives under a redesigned, more formulaic bonus program. The size of the bonus pool was contingent on the achievement of specified financial and strategic performance metrics as shown below.

* For information on how these metrics are calculated, see “Explanation of Non-GAAP Financial Measures and Performance Metrics” on page 49

HOW THE COMPENSATION COMMITTEE ADJUSTED PERFORMANCE METRICS. While our new bonus program provides more structure and transparency around how the bonus pool is funded, in order to maintain the program’s alignment with our business strategy, the committee determined to adjust the program’s metrics to reflect two transformational transactions occurring during 2015. In light of the GE Capital exit plan announced in April, the committee: (1) redefined the EPS metric as Industrial Operating + Verticals EPS, consistent with our earnings framework post-announcement and recognizing the significant accounting and tax-related charges that would be incurred as a result of the GE Capital exit; and (2) adjusted the performance levels for the free cash flow metric downward (from threshold, target and maximum performance levels of $10B, $11B and $12B, respectively) to reflect the lower assumed dividends from GE Capital (though GE Capital ended up paying $4.3 billion of dividends, and we exceeded maximum performance under both the adjusted and unadjusted metric). In addition, due to the delayed closing of the Alstom acquisition from mid-2015 to the end of 2015, the committee adjusted the performance levels for the operating profit metric downward (from threshold, target and maximum performance levels of $16.1B, $16.9B and $17.7B, respectively) to exclude Alstom. Although unfavorable foreign exchange rates and the delay in the proposed sale of Appliances due to regulators’ antitrust objections negatively impacted our operating EPS performance, the committee did not make adjustments for these items.

HOW WE PERFORMED AGAINST OUR STRATEGIC GOALS

Execute on portfolio transformation. In 2015, GE executed on the largest portfolio shift in its history, launching a plan to sell most of its financial services businesses (the GE Capital exit plan) and closing $104 billion of sales, ahead of the targeted $90 billion. GE also closed its $10 billion acquisition of Alstom and $20 billion split-off of Synchrony Financial. Although GE terminated its agreement to sell Appliances to Electrolux, in January 2016 it reached a new agreement to sell the business at a higher price (subject to customary closing conditions).

Improve returns. The company expanded Industrial segment operating profit margins 80 basis points to 17.0% (excluding Alstom), one year ahead of plan, and Industrial ROTC 290 basis points to 16.9%. In addition, the company launched several initiatives to drive product margin expansion, including new Global Research Center labs focused solely on product management.

Intensify software, analytics and services focus. GE undertook a major reorganization to create a unified digital business that combines its software center in San Ramon, CA with software and hardware capabilities across the businesses and GE’s IT and cybersecurity teams. GE Digital’s 2015 revenues were $5 billion, up approximately 20% from the prior year. The company continued to expand its services businesses, with 2015 backlog of $226 billion, up 16% from 2014. GE also launched Current powered by GE, a new energy efficiency platform.



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Lead in growth markets. In a slow-growth environment, industrial segment revenue from growth markets was $43 billion (flat year-over-year) and growth market infrastructure orders were $47 billion (down 6%). The company continued to localize in growth markets, growing its leadership, commercial and services headcount 23% to more than 24,000 in 2015 and investing in multi-modal facilities in India, Nigeria and Saudi Arabia. In addition. GE continued to expand its project finance capabilities.

Accelerate Simplification. The company continued to execute structural and cultural changes to drive its Simplification initiative, including reducing Industrial selling, general and administrative (SG&A) expenses as a percentage of sales to 13.9% (excluding Alstom) and lowering adjusted corporate operating costs by $300 million in 2015. GE also overhauled its annual employee performance review process, implemented a broader-based incentive compensation plan and announced a new vision for its corporate headquarters.

Execute on key new product introductions. GE executed on several significant product launches, including the HA-class turbine, the world’s largest, most efficient gas turbine (33 units in backlog in 2015), the LEAP engine,* a showcase for GE’s additive manufacturing and advanced

material capabilities (1,399 orders and commitments in 2015), and the Tier 4 locomotive, GE’s next-gen locomotive that is 70% more efficient than prior models (756 units shipped in 2015). The company also launched initiatives to improve new product introduction efficiency and lower product costs.

Manage enterprise risk. The company continued to focus on managing critical enterprise risks, including liquidity (maintaining a strong balance sheet, ending 2015 with $70 billion in cash and equivalents), product quality (integrating GE-wide product management, supply chain and engineering councils to focus on product quality), cybersecurity (continuing to expand capabilities, with more than 11,000 IT and cyber professionals in 2015), compliance and execution on long-term service contracts.

The Compensation Committee assessed GE’s performance on its strategic goals at 95% instead of 100% because, although the company overall had a very good year, some key businesses, such as Oil & Gas and Healthcare, experienced challenging business environments and the Global Growth Organization faced tough global markets.

LEAP is a trademark of CFM International, a 50-50 joint venture between Snecma (Safran) and GE.



HOW WE EVALUATED BUSINESS PERFORMANCE AND ALLOCATED THE BONUS POOL

Business      Named
Executive
     Business Funding
Percentage
     Performance Assessment
Corporate Immelt
Bornstein
Denniston

100% of target Financial. Same goals described above for GE’s overall bonus pool funding.
  Strategic. Corporate reduced operating costs, launched GE Digital, continued investing in advanced manufacturing and cybersecurity, successfully completed union negotiations, closed the Alstom acquisition, and launched initiatives to improve returns, segment gross margins and cash conversion.
Global
Growth
Organization
(GGO)

Rice**   79% of target Financial. In a slow-growth environment, GGO brought in $67 billion of non-US orders, including $47 billion from growth markets, but this was short of the operating plan.
  Strategic. GGO continued building out local capabilities in growth markets by increasing leadership, commercial and services headcount and investing in multi-modal facilities, grew its project finance capabilities and made progress on integrating Alstom.
GE Capital Sherin 130% of target Financial. GE Capital earned $1.7 billion (Verticals), paid dividends of $4.3 billion to GE and signed agreements to sell $157 billion of ENI, all of which exceeded the operating plan.
Strategic. GE Capital executed the largest restructuring ever (forming a global holding company and completing a $36 billion debt exchange) and completed the Synchrony Financial split-off while maintaining strong relationships with regulators and retaining key talent.
 
** Mr. Rice’s bonus adjustment is based 50% on GGO’s funding percentage and 50% on Corporate’s funding percentage, resulting in a blended funding percentage of 90%.

HOW THE BONUS PROGRAM WORKS. We pay cash bonuses to our named executives each February for the prior year. For 2015, this annual bonus program was redesigned to provide for a closer alignment between incentive compensation and annual company results. Here’s how the new plan works:

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Step 1—establish individual target bonus amounts. We set target bonuses that are expressed as a percentage of an individual’s base salary. This percentage is determined by level of seniority and generally does not fluctuate from year to year. As part of the transition from the prior bonus plan, any individual (including the named executives) whose 2014 bonus payment as a percentage of salary was higher than the target bonus percentage under the new program has a target bonus equal to their bonus under the prior program.

Step 2—establish the target bonus pool. The target bonus pool for the company is established at the beginning of each year based on the number of individuals selected to participate in the program and their target bonus amounts, organizational structure and market practice. For 2015, the size of the target bonus pool was comparable to the total awarded under the prior bonus program.

Step 3—fund the bonus pool. After the end of each year, the company’s target bonus pool is formulaically adjusted downward or upward (with a cap of 125% of target) each year resulting in an actual pool amount that is based on GE’s performance against financial, operating and/or strategic goals that the committee establishes at the beginning of the year. For 2015, the bonus pool was funded at 103%.

Step 4—allocate the bonus pool to the businesses and corporate. The overall bonus pool is allocated among our businesses based on their achievement of performance goals set at the beginning of the year. These include both financial goals as well as strategic goals that the committee evaluates subjectively. The amount allocated to corporate depends on a number of factors, including the amounts allocated to the businesses and achievement of the operating and strategic performance goals set for corporate at the beginning of the year. The amounts allocated to the businesses and corporate are expressed as a funding percentage based on the committee’s subjective evaluation and can be higher or lower than 100%. For 2015, business funding percentages ranged from 63% to 130%.

Step 5—determine individual bonuses. Individual bonuses are adjusted upward or downward from target (see Step 2) to reflect GE performance, individual performance and, as applicable, business performance. For the named executives, target bonus amounts are adjusted based on the funding percentage for their business established in Step 4. 60% of this adjusted amount is considered “fixed” (based on the performance of the named executives’ business), while the remaining 40% is potentially adjusted further (upwards or downwards) based on the committee’s assessment of the named executives’ individual performance.

2013–2015 Long-Term Performance Awards (LTPAs)

LTPAs PAY OUT NEAR TARGET. In 2013, we granted LTPAs to our named executives, contingent on the achievement of specified performance metrics as shown below. These awards, which vested in 2015, were payable based on achievement of the four equally weighted performance metrics shown below, with payment amounts prorated for performance between the established levels.

  Actual Results  


For information on how these metrics are calculated, see Explanation of Non-GAAP Financial Measures and Performance Metricson page 49.
**  Reflects operating EPS for 2013 and 2014 (as originally reported), and Industrial operating + Verticals EPS for 2015.
***  Reflects Industrial operating earnings as a percentage of Industrial operating + Verticals earnings for 2015.

Overall, this represented achievement of near-target performance levels. As a result, the LTPAs paid out to the named executives at 90% of the target payout, which corresponds to a 1.36X multiple (base salary + bonus, subject to a cap of 125% of an executive’s 2014 bonus).

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HOW THE COMPENSATION COMMITTEE ADJUSTED PERFORMANCE METRICS. Under the terms of the LTPA program, the committee could adjust the performance metrics for extraordinary items. The original LTPA program used 2015 total company ROTC (with threshold, target and maximum performance levels of 12%, 13% and 14%, respectively). In light of the GE Capital exit plan announced in April 2015, the committee replaced this metric (and the associated performance levels) with 2015 Industrial ROTC (a component of ROTC) to focus the incentive on driving industrial returns, recognizing that GE Capital’s earnings would be reduced as its businesses were divested and that GE would temporarily hold excess liquidity because of the contemplated asset sales. In addition, the committee included the proceeds of the Synchrony Financial exchange offer in the total cash metric in light of the buyback benefit the company received (a 6.6% reduction in GE’s public float). The committee did not adjust the targeted EPS performance levels for the negative impact of the GE Capital exit plan and the Synchrony Financial split-off.

See Long-Term Performance Awards (LTPAs)on page 38 for details on how the LTPA program works.

2011–2015 Performance Share Units (PSUs)

PSUs PAY OUT AT 50%. In February 2016, Mr. Immelt earned 50% of the 250,000 PSUs granted to him in 2011 (with a total grant date fair value of $3.6 million) under the terms of the grant because GE outperformed the S&P 500 on TSR over the performance period (2011 through 2015). The remaining 50% of the PSUs were forfeited because GE did not achieve at least $71 billion in Industrial CFOA over that same period. As a result, 125,000 PSUs converted into shares of stock worth $3.5 million (based on the closing price of GE stock on February 12, 2016, the date the Compensation Committee certified the achievement of the performance conditions).



Compensation Actions for 2015

CEO Compensation Aligns With Performance

Jeff Immelt
Chairman & CEO
Age: 60
Education: Dartmouth; MBA, Harvard
GE tenure: 34 years
 

PERFORMANCE. The Compensation Committee believes that Mr. Immelt performed extremely well in 2015 with one of the best performance years in the company’s history, as evidenced by GE’s TSR performance. GE’s 28% TSR in 2015 far outpaced the S&P 500 (1%) and the Industrial Select Sector Index (-4%) and added $40 billion to the company’s market capitalization. In addition to his role in delivering on the performance framework described above for the 2015 annual bonus program, the committee specifically recognized that he:

Executed on the largest-ever corporate restructuring, debt exchange and split-off. GE launched a plan to sell approximately $200 billion in ENI of its financial services businesses and, by the end of 2015, had signed deals for $157 billion. GE also completed a $36 billion debt exchange and a $20 billion split-off of its North American credit card business (Synchrony Financial) that allowed the company to retire 671 million shares (6.6% of its public float).

Returned a GE-record $33 billion to shareowners. This included $9.3 billion in dividends (with a dividend yield higher than peers) as well as $23.7 billion in share repurchases (including $20.4 billion from the Synchrony split-off).

Significantly improved GE’s competitiveness. Industrial operating EPS grew by 19%. Both industrial segment operating profit margins and gross margins expanded by 80 basis points (excluding Alstom), and Industrial ROTC increased by 290 basis points. GE grew its equipment and services backlog 18% to a record $315 billion and achieved 3% industrial segment organic revenue growth.

Accelerated the bold transformation of GE as a Digital Industrial company, launching GE Digital and Current powered by GE.

PAY. In light of this performance, the Compensation Committee awarded Mr. Immelt a $5.4 million cash bonus, 100% of target (same as last year). In addition, the committee granted Mr. Immelt a mix of 200,000 PSUs (same as 2014) and 600,000 stock options (up from 500,000 in 2014), with the PSUs accounting for approximately 68% of the aggregate grant date fair value of these awards. Mr. Immelt’s LTPA payout was $12.5 million (of which $7.6 million is reported as 2015 SEC total compensation), and his base salary remained flat at $3.8 million (and has been increased only twice since 2005).



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CEO Compensation Analysis

($ in millions)

2014 2015 Year-over-
Year Change
Main Drivers
Realized compensation
(W-2 income)
     $9.6      $10.0      Up 5%      Salary was flat, but Mr. Immelt’s 2014 bonus (reflected in 2015 realized compensation) increased $0.4 from the prior year
SEC total compensation $37.3 $33.0 Down 11% Lower increase in pension value ($6.1, compared to $18.4 in 2014) offset by higher LTPA installment payment because 2015 was the final year of the performance period (61% of the total LTPA payout was reported as compensation in 2015)
Adjusted SEC total
compensation (excludes
change in pension value
and annualizes LTPA
payout over the three-
year performance
period (2013–2015))
$20.5 $23.4 Up 14% Stronger GE stock price performance in 2015 drove a 70% higher accounting value for his PSUs. The per unit accounting valuation for the 2015 PSUs was 117% of the stock price on the grant date (compared to 88% in 2014) reflecting that GE’s TSR outpaced the S&P 500 by 16.1% leading up to the grant date (compared to 2014 when GE’s TSR trailed the S&P 500 by 16.8%)

CEO Accountability

A significant portion of Mr. Immelt’s compensation is at risk each year, tied to the company’s operating and stock price performance; for 2015, 83% of his compensation was at risk.* As a result, Mr. Immelt may not earn all of the compensation that we are required to include in the Summary Compensation Table. For example, 50% of the PSUs granted to Mr. Immelt in 2011 (representing $2.3 million of reported compensation for Mr. Immelt) were cancelled because the Industrial CFOA performance condition was not met.

Over the past five years, GE’s earnings have ranked between 10th and 16th in the S&P 500, while Mr. Immelt’s compensation has ranked between 43rd and 169th among S&P 500 CEOs.**



Represents the sum of the amounts reported in the Bonus, Stock Awards, Option Awards and Non-Equity Incentive Plan Comp. columns as a percentage of SEC total compensation minus change in pension value.
**  Earnings reflects reported net earnings, except for 2015, which reflects Industrial operating + Verticals earnings in light of the GE Capital exit plan charges (based on Bloomberg data). Compensation data is through 2014 (the most recent year for which data is available) and reflects reported SEC total compensation minus change in pension value (based on Equilar data).

Our CEO Owns a Substantial Amount of GE Stock and Is Aligned with Shareowners

As an indication of Mr. Immelt’s alignment with shareowners, he has purchased over 1.02 million shares in the open market since he became CEO in 2001. Also, since he became CEO, he has not sold any of the shares he has acquired through exercising stock options or the vesting of RSUs or PSUs (except as needed to pay option exercise prices and taxes on such awards). See “Stock Ownership Information” on page 26 for more information on Mr. Immelt’s ownership of GE stock.

CEO PAY ADJUSTMENTS OVER THE LAST 10 YEARS
 
8 Out of 10 Years $11.7M
Without a salary increase Value of earned 2006–2008
LTPA payment Mr.Immelt waived
 
Twice
Mr. Immelt requested (and the committee approved) that he not receive a bonus
3M+
PSUs
and options cancelled because of the challenging performance targets established


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Compensation for Our Other Named Executives
   Jeff Bornstein
Age: 50
Education:
Northeastern
GE tenure: 27 years
     

CURRENT AND PRIOR ROLES
CFO, GE (since 2013) and senior vice president; previously CFO, GE Capital, Aircraft Engine Services and Plastics

PERFORMANCE ASSESSMENT
The committee recognized Mr. Bornstein’s contribution toward the overall GE and Corporate goals for the annual bonus program as well as his execution on the company’s capital allocation strategy (returning $33 billion to shareowners) and leadership of key initiatives to drive gross margins and returns

     
COMPENSATION DECISIONS FOR 2015
—   Base salary — increased by 10% to $1.6 million, effective January 1, 2015, after an 18-month interval since his last salary increase, per GE’s standard practice for named executives
—   Cash bonus — $2.5 million, 104% of target (higher than Corporate’s 100% funding %, due to an individual performance adjustment)
—   Equity grant — 53,000 PSUs, 37,000 RSUs and 220,000 options (compared to 550,000 options last year)
—   LTPA payout — $5.4 million ($3.4 million reported as 2015 compensation)
       
   John Rice
Age: 59
Education: Hamilton
GE tenure: 38 years
     

CURRENT AND PRIOR ROLES
President & CEO, Global Growth Organization (since 2010) and vice chairman; previously CEO, Technology Infrastructure, Industrial, Energy and Transport Systems

PERFORMANCE ASSESSMENT
The committee recognized Mr. Rice’s contribution toward the overall GE and GGO goals for the annual bonus program as well as his leadership in integrating Alstom and developing long-term strategies for Europe and China

     
COMPENSATION DECISIONS FOR 2015
—   Base salary — increased by 7% to $2.625 million, effective July 1, 2015, after an 18-month interval since his last salary increase, per GE’s standard practice for named executives
—   Cash bonus — $4.1 million, 93% of $4.4 million target (higher than Corporate/GGO’s 90% blended funding % due to an individual performance adjustment that reflects his broader contribution toward the overall GE goals)
—   Equity grant — 58,000 PSUs, 40,000 RSUs and 240,000 options (compared to 650,000 options last year)
—   LTPA payout — $9.5 million ($5.8 million reported as 2015 compensation)
 
     Keith Sherin
Age: 57 Education:
Notre Dame; MBA, Columbia
GE tenure: 35 years
     

CURRENT AND PRIOR ROLES
Chairman & CEO, GE Capital (since 2013) and vice chairman; previously CFO, GE; leadership roles at many key GE businesses

PERFORMANCE ASSESSMENT
The committee recognized Mr. Sherin’s contribution toward the overall GE and GE Capital goals for the annual bonus program, including his leadership of the GE Capital exit plan

     
COMPENSATION DECISIONS FOR 2015
—   Base salary — increased by 9% to $2.5 million, effective January 1, 2015, after an 18-month interval since his last salary increase, per GE’s standard practice for named executives
—   Cash bonus — $5.2 million, 130% of $4.0 million target (same as GE Capital funding %)
—   Equity grant — 58,000 PSUs, 40,000 RSUs and 240,000 options (compared to 650,000 options last year)
—   LTPA payout — $10.2 million ($6.8 million reported as 2015 compensation)
           
   Brackett Denniston
Age: 68
Education: Kenyon; JD, Harvard
GE tenure: 20 years
     

CURRENT AND PRIOR ROLES
Former General Counsel, GE and senior vice president (retired December 31, 2015); previously Senior Counsel, Litigation & Legal Policy

PERFORMANCE ASSESSMENT
The committee recognized Mr. Denniston’s contribution toward the overall GE and Corporate goals for the annual bonus program

     
COMPENSATION DECISIONS FOR 2015
—   Base salary — increased by 7% to $1.9 million, effective July 1, 2015, after an 18-month interval since his last salary increase, per GE’s standard practice for named executives
—   Cash bonus — $3.0 million, 100% of target (same as Corporate funding %)
—   Equity grant — 44,000 PSUs, 30,000 RSUs and 180,000 options (compared to 550,000 options last year); these grants were cancelled upon Mr. Denniston’s retirement at the end of 2015
—   LTPA payout — $6.7 million ($4.1 million reported as 2015 compensation)

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Summary Compensation

Summary Compensation Table

   Name &
Principal Position
       Year        Salary        Bonus        Stock
Awards
       Option
Awards
       Non-Equity
Incentive
Plan Comp.
       Change in
Pension Value &
Nonqualified
Deferred Comp.
Earnings
       All Other
Comp.
       SEC Total           Adjusted
SEC Total
  
Jeff Immelt
Chairman & CEO
 
2015 $3,800,000 $5,400,000 $6,238,766 $2,964,000 $7,614,000 $6,336,805 $620,376 $32,973,947 $23,376,805
2014 $3,750,000 $5,400,000 $3,676,157 $2,565,000 $2,484,000 $18,568,983 $806,634 $37,250,774 $20,530,474
2013 $3,466,667 $5,000,000 $7,777,191 $0 $2,380,000 $729,075 $423,783 $19,776,716 $20,981,635
  Jeff Bornstein
SVP & CFO
2015 $1,600,000 $2,500,000 $2,746,623 $1,086,800 $3,351,200   $1,815,193 $161,000 $13,260,816 $9,955,056
2014 $1,450,000 $2,400,000 $2,585,000 $2,893,000   $1,080,000 $5,661,859 $180,850 $16,250,709   $11,364,319
2013 $1,325,000 $2,100,000 $0 $2,486,000 $994,000 $154,341 $176,973   $7,236,314 $7,938,794
John Rice
Vice Chairman
2015   $2,537,500 $4,088,000   $2,991,242   $1,185,600 $5,844,600 $1,317,517   $1,695,689 $19,660,148 $15,885,987
2014 $2,450,000 $4,400,000 $0 $3,419,000 $1,849,500 $13,216,460 $2,860,207 $28,195,167 $16,496,280
  2013 $2,300,000   $4,100,000

 

$0 $2,938,000 $1,834,000 $306,685 $1,435,274 $12,913,959 $14,121,572
Keith Sherin
Vice Chairman
2015 $2,500,000 $5,232,500 $2,991,242 $1,185,600 $6,750,550 $6,953,331 $292,836 $25,906,059 $15,742,053
2014 $2,300,000 $4,025,000 $0 $3,419,000 $1,761,750 $12,982,498 $260,151 $24,748,399 $13,530,834
2013 $2,175,000 $3,780,000 $0 $2,938,000 $1,702,400 $699,512 $233,449 $11,528,361 $12,641,254
Brackett Denniston
Former SVP, General
Counsel & Secretary
2015 $1,837,500 $3,025,000 $2,259,029 $889,200 $4,081,800 $852,619 $207,435 $13,152,583 $10,463,404
2014 $1,775,000 $3,025,000 $0 $2,893,000 $1,296,000 $4,049,639 $217,857 $13,256,496 $10,154,724
2013 $1,650,000 $2,875,000 $0 $2,486,000 $1,302,000 $384,326 $171,158 $8,868,483 $9,424,756

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. Generally, they are eligible for salary increases at intervals of 18 months or longer. The amount of any increase is affected by current salary and amounts paid to peers within and outside the company. Each of the named executives contributed a portion of his salary to the GE Retirement Savings Plan (RSP), the company’s 401(k) savings plan.

BONUS. Amounts earned under our annual cash bonus program. 2015 amounts are the first payouts under our redesigned, more formulaic bonus program. See “How the Bonus Program Works” on page 31 for additional information.

STOCK AWARDS. Aggregate grant date fair value of PSUs and RSUs 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 received is different from the accounting expense because it depends on performance. For example, as described under “Compensation Actions for 2015” on page 33, Mr. Immelt earned 50% of the PSUs granted to him in 2011 because GE outperformed the S&P 500 on TSR over the performance period but the Industrial CFOA performance condition was not met. Although any PSUs not earned by Mr. Immelt are cancelled, GE does not adjust the related amounts previously reported as compensation in the year of the PSU award (in this case, $2.3 million attributable to the Industrial CFOA performance condition was reported as compensation for Mr. Immelt in 2011).

In accordance with SEC rules, the aggregate grant date fair value of the PSUs is calculated based on the most probable outcome of the performance conditions as of the grant date, which, for the 2015 PSUs, was between threshold and target performance. If the most probable outcome of the performance conditions on the grant date had been target performance, then the grant date fair value of the PSUs would

have been as follows: Immelt ($6,912,760), Bornstein ($1,831,881), Rice ($2,004,700), Sherin ($2,004,700) and Denniston ($1,520,807). See the Long-Term Incentive Compensation Table on page 40 for additional information, including the performance conditions and valuation assumptions, as applicable, for PSUs and RSUs granted in 2015.

OPTION AWARDS. Aggregate grant date fair value of stock options 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 Other Stock-Related Information in GE’s financial statements in our annual report on Form 10-K for that year. See the Long-Term Incentive Compensation Table on page 40 for additional information on stock options granted in 2015.

NON-EQUITY INCENTIVE PLAN COMP. Amounts earned under our Long-Term Performance Award (LTPA) program, which we generally establish only once every three or more years, reflecting achievement of pre-established performance goals over the performance period. The amounts for 2015 reflect final payouts of the 2013–2015 LTPAs, minus the annual installments previously reported for 2013 and 2014, as shown in the table below. 2013–2015 LTPA payouts are based on salaries in effect as of February 2016 and bonuses paid for the 2014 or 2015 performance period (whichever is higher, subject to a limit of 125% of an individual’s 2014 bonus). See “Long-Term Performance Awards (LTPAs)” on page 38 for additional information.

   Name       2013–2015 LTPA
Total Payout
      Amount Reported
for 2013 & 2014
       Amount Reported
for 2015
 
Immelt $12,478,000   $4,864,000   $7,614,000
  Bornstein $5,425,200 $2,074,000 $3,351,200
Rice   $9,528,100 $3,683,500 $5,844,600
Sherin $10,214,700 $3,464,150 $6,750,550
Denniston $6,679,800 $2,598,000 $4,081,800


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CHANGE IN PENSION VALUE & NONQUALIFIED DEFERRED COMP. EARNINGS. Sum of the change in pension value and above-market earnings on nonqualified deferred compensation, which break down for each named executive as shown in the table below.

   Name         Change in Pension Value         Above-market
Earnings
  
Immelt $6,142,475 $194,330
  Bornstein $1,762,960   $52,233  
Rice   $1,105,594 $211,923
Sherin $6,818,356 $134,975
Denniston $833,979 $18,640

Year-over-year changes in pension value generally are driven in large part by changes in actuarial pension assumptions as well as increases in service, age and compensation. For 2015, the change in pension value for the named executives was substantially lower than 2014 primarily as a result of a 36-basis-point increase in the statutory discount rate assumption from 4.02% to 4.38%. If the discount rate had increased to 5.12%, there would have been no increase in Mr. Immelt’s pension value. See “Pension Benefits” on page 44 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 1987 and 2015. See “Deferred Compensation” on page 43 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 2015, minus any reimbursements by the named executives, are shown in the table below.

   Name        Life Insurance
Premiums
       Retirement
Savings Plan
       Personal Use
of Aircraft
       Leased Cars        Financial &
Tax Planning
       Other        Total   
Immelt   $375,763 $9,275   $200,952 $21,840 $0 $12,546   $620,376
Bornstein $81,870 $9,275 $25,884   $26,618 $14,870 $2,483 $161,000  
Rice $318,197 $9,275 $161,638 $0   $14,545   $1,192,034 $1,695,689
Sherin $239,056   $9,275 $1,234 $23,733 $18,900 $638 $292,836
Denniston $123,943 $9,275 $16,249 $26,287 $18,750 $12,931 $207,435

LIFE INSURANCE PREMIUMS. Taxable payments made to the named executives to cover premiums for universal life insurance policies they own. These policies include: (1) Executive Life, which provides universal life insurance policies for the named executives totaling $3 million in coverage at the time of enrollment, increased 4% annually thereafter; and (2) Leadership Life, which provides universal life insurance policies for the named executives with coverage of two times their annual pay (salary plus their most recent bonus payment).

RETIREMENT SAVINGS PLAN. GE matching contributions to the named executives’ RSP accounts of 3.5% of pay up to the limitations imposed under IRS rules.

PERSONAL USE OF AIRCRAFT. The committee requires Mr. Immelt to use company aircraft for all air travel (personal and business) for security purposes due to his position with GE. Amounts reflect the incremental cost to GE for personal use of company aircraft, based on the following variable costs incurred as a result of personal flight activity: a portion of ongoing maintenance and repairs, aircraft fuel, satellite communications and any travel expenses for the flight crew. It excludes non-variable costs, such as exterior paint, interior refurbishment and regularly scheduled inspections, which would have been incurred regardless of whether there was any personal use. Aggregate incremental cost, if any, of travel by the executive’s family or other guests is also included.

LEASED CARS. Expenses for the leased cars program, such as leasing and management fees, administrative costs and maintenance costs.

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

OTHER. Total amount of other benefits provided, none of which individually exceeded the greater of $25,000 or 10% of the total amount of benefits included in the Personal Use of Aircraft, Leased Cars, Financial & Tax Planning and Other columns for the named executive (except as otherwise described in this footnote), such as: (1) car service

fees; (2) home alarm and generator installation, maintenance and monitoring; (3) participation in the Executive Products and Lighting Program under which executives can receive GE appliances or other products with incremental cost calculated based on the fair market value of the products received; and (4) an annual physical examination.

With respect to Mr. Rice, this column also reports the following benefits provided to him in connection with his non-permanent relocation, at the company’s request, to Hong Kong, consistent with the company’s policy for employees working on non-permanent international assignments in jurisdictions other than their home country: (1) cost-of-living adjustment ($365,057); (2) housing and utilities ($701,369); and (3) other expatriate/relocation allowances and expenses ($121,129). Any benefits paid in Hong Kong dollars (HKD) were converted to USD on a monthly basis using the following average monthly exchange rates for 2015 (expressed as HKD per USD): January, February, May through December—7.75; March, April—7.76.

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

ADJUSTED SEC TOTAL. We are presenting this supplemental column to show how the Compensation Committee views the named executives’ annual compensation. This column adjusts the amounts reported in the SEC Total column by: (1) subtracting the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Comp. Earnings column to show how year-over-year changes in pension value impact total compensation; and (2) annualizing the 2013–2015 LTPA payout (subtracting the amount reported in the Non-Equity Incentive Plan Comp. column and adding one-third of the amount reported as 2013–2015 LTPA Total Payout in the table under “Non-Equity Incentive Plan Comp.” on page 36) to reflect that LTPAs are granted only once every three or more years and reflect the company’s performance over the three-year period from 2013 to 2015. The amounts reported in this column differ substantially from, and are not a substitute for, the amounts reported in the SEC Total column.



2016 Proxy Statement  /  SUMMARY COMPENSATION  /  COMPENSATION    

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Table of Contents

Long-Term Incentive Compensation

Long-Term Performance Awards (LTPAs)

We grant LTPAs to approximately 1,000 executives across the company, including our named executives, only once every three or more years, in contrast to many companies that grant such awards annually. These awards have formulaically determined payouts, based on four equally weighted performance metrics that the Compensation Committee sets at the beginning of each three-year performance period. Over the last five LTPA programs, the committee has largely used consistent performance metrics (earnings, cash generation and ROTC), modifying them only to realign them with changes in our strategic focus (as in the case of the Industrial Earnings % metric in our 2013–2015 LTPA program). LTPAs are paid in cash or, at the committee’s discretion, in stock.

TARGET PERFORMANCE LEVELS WERE CHALLENGING. As with our prior LTPA programs, the target performance levels of the 2013–2015 LTPA metrics were challenging but achievable with good performance, whereas the maximum performance levels represented stretch goals.

        
HISTORICAL NAMED EXECUTIVE LTPA PAYOUT LEVELS
(% of target payout)
  2006     2009 2013
85% 75% 93%  
 

HOW THE COMPENSATION COMMITTEE CALCULATED PAYOUTS. For each named executive, LTPA payouts were calculated as shown to the right (payout multiples for other participants start at significantly lower levels). As part of the transition to the new formulaic bonus program, the committee decided to calculate LTPA payouts based on each participant’s 2014 or 2015 bonus, whichever was higher (subject to a

cap of 125% of an individual’s bonus for 2014). There was no payout for performance below the threshold level, and amounts were prorated for performance between the established levels. LTPAs were subject to forfeiture under our compensation recoupment policy or if employment terminated before the end of the performance period for any reason other than disability, death or retirement.

       
2013–2015 LTPA PAYOUT CALCULATION
 
2016 Salary
+
Highest Bonus
(2014–2015)
    X     LTPA Payout Multiple
0.75X threshold
1.50X target
2.00X maximum
 
 

HOW THE PAYOUT STRUCTURE FOR THE NAMED EXECUTIVES DIFFERED FROM THE STRUCTURE FOR OTHER EXECUTIVES. To enhance the transparency of the LTPA program and reinforce the impact of participants’ efforts over each year in the performance period, LTPAs are credited to each named executive’s deferred compensation account in annual installments but not actually paid out until after the third year. The amount of each installment is calculated, following the end of each year in the performance period, by multiplying the named executive’s total cash compensation at the time by 30% of the projected total three-year payout percentage (up to the target payout level for the first year). Following the third year, the named executives receive the amounts credited, without interest, adjusted to reflect GE’s actual three-year performance. These amounts, minus the annual installments previously reported for 2013 and 2014, are reported as 2015 compensation in the Non-Equity Incentive Plan Comp. column in the Summary Compensation Table on page 36.



2016–2018 LTPAs

In March 2016, the Compensation Committee granted contingent LTPAs for the 2016–2018 performance period to approximately 1,000 executives across the company. The awards are payable based on achievement of the performance metrics shown in the table below. The terms and conditions of this LTPA program are the same as discussed above for the 2013–2015 LTPA program, except for the following modifications:

—    Five equally weighted performance metrics. Cash returned to investors was added as a metric to the four metrics in the prior program to incentivize returning excess cash to shareowners, and margins replaced the industrial earnings percentage metric in light of the substantial progress made on the GE Capital exit plan;

—    Lower payout multiples for the named executives. Payout multiples were set at 0.50X, 1.00X, 2.00X at threshold, target and maximum performance (versus 0.75X, 1.50X and 2.00X in the prior program) as part of the committee’s consideration of the size of total pay packages; and
—    Payout multiples based on final salary + average bonus during the performance period. Payout multiples were based on salary in effect at the end of the performance period plus the average bonus received for the three years in the performance period (compared to the higher of participants’ 2014 and 2015 bonuses in the prior program) in light of the increased volatility in bonus amounts under our new annual bonus program.


GE Goal    Performance Metric*    Performance
Period
   Threshold    Maximum    Weight
Attractive earnings profile   Industrial Operating + Verticals EPS   2016–2018 $5.05 $5.55 20%
High cash flows Total cash generation** 2016–2018 $70B   $97B 20%
Valuable portfolio   Industrial Operating Profit Margin*** 2018   15% 17% 20%
Leading returns on capital compared to peers Industrial ROTC 2018 16% 18%   20%
Investor-focused capital allocation strategy Cash returned to investors**** 2016–2018 $55B $67B 20%
* Under the terms of the LTPA program, the Compensation Committee can adjust these metrics for extraordinary items.
** Includes GE cash from operating activities (including Industrial cash from operating activities and dividends from GE Capital) and net proceeds from Industrial dispositions.
*** Excludes restructuring and other & gains.
**** Includes dividends plus share repurchases.
 

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Table of Contents

Annual Equity Incentive Awards

Historically, GE used a different equity compensation structure for the CEO than for other senior leaders: the CEO typically received equity compensation solely in the form of PSUs while other senior leaders received it largely in the form of stock options. Beginning in 2015, we began granting annual equity incentive awards to all named executives in the form of stock options, RSUs and PSUs to better align the equity compensation structure for the company’s most senior leaders and drive greater accountability. These awards are targeted to be equally weighted (by approximate accounting value) among stock options, RSUs and PSUs, except that the CEO’s award is targeted to be weighted 2/3 PSUs and 1/3 options (he does not receive RSUs). Equity awards encourage our named executives to continue to deliver results over a longer period of time and serve as a retention tool. In determining award amounts, the committee evaluates executives’ achievement of specific performance goals with strong emphasis on their contributions to overall company performance in addition to their individual business

or function as well as expected future contributions to GE’s long-term success, taking into account past performance as a key indicator.

—  

Why we use stock options and RSUs. We use grants of stock options and RSUs as a means to effectively focus our named executives on delivering long-term value to our shareowners. Options have value only to the extent that the price of GE stock rises between the grant date and the exercise date, and RSUs reward and retain the named executives by offering them the opportunity to receive GE stock if they are still employed by us on the date the restrictions lapse.

Why we use PSUs. We use PSUs as a means to focus our named executives on GE’s long-term operating goals. PSUs have formulaically determined payouts that convert into shares of GE stock only if the company achieves specified performance goals. The table below shows the performance goals and other details for the CEO’s outstanding PSUs.



Grant Date       Amount (#)       Performance Goals* Performance
Period
9/13/13 400,000 33.3% … meet or exceed S&P 500 TSR 2013–2016
33.3% … achieve at least $75 billion in Total Cash
33.3% … achieve at least 16.5% Operating Margin in 2016
11/6/14 200,000 50% … achieve at least $50 billion (threshold) or $55 billion (target) in Total Cash 2014–2016
50% … achieve at least 16.5% (threshold) or 17% (target) Operating Margin in 2016**  
  +/- 25% adjustment … TSR performance versus S&P 500
11/5/15   200,000 50% … achieve at least $87 billion (threshold) or $92 billion (target) in Total Cash 2015–2017
50% … achieve at least 16.5% (threshold) or 16.75% (target) Operating Margin in 2017
+/- 25% adjustment … TSR performance versus S&P 500

* The Compensation Committee has the authority to adjust these metrics for extraordinary items.
** Excludes Alstom and Appliances.

Total Cash = Industrial CFOA + dividends from GE Capital + net proceeds from Industrial dispositions

Operating Margin = Industrial segment operating profit margin

+/- 25% adjustment to # PSUs earned = GE performance ≥75th percentile positive 25% adjustment; GE performance <40th percentile negative 25% adjustment; and GE performance = 50th percentile no adjustment (with proportional adjustment for performance between 40th–75th percentiles)



2016 Proxy Statement  /  LONG-TERM INCENTIVE COMPENSATION  /  COMPENSATION    

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Table of Contents

Long-Term Incentive Compensation Table

The following table—also known as the Grants of Plan-Based Awards Table—shows PSUs, RSUs and stock options granted to our named executives in 2015 under the 2007 Long-Term Incentive Plan, a plan that shareowners approved in 2007 and 2012.

Estimated Future Payouts Under
Performance Share Units (#)
  Name      Grant Date      Threshold      Target      Maximum       Restricted
Stock Units (#)
      Stock
Options (#)
      Stock Option
Exercise Price
      Grant Date Fair 
Value of Awards 
  Immelt 11/5/15 37,500 200,000 250,000 $6,238,766 
11/5/15 600,000 $29.64 $2,964,000 
  Bornstein 11/5/15 9,938 53,000 66,250 $1,653,273 
11/5/15 37,000 $1,093,350 
  11/5/15 220,000 $29.64 $1,086,800 
  Rice 11/5/15 10,875   58,000 72,500 $1,809,242 
  11/5/15 40,000 $1,182,000 
11/5/15   240,000 $29.64 $1,185,600 
  Sherin 11/5/15   10,875 58,000 72,500 $1,809,242 
11/5/15   40,000 $1,182,000 
11/5/15   240,000 $29.64 $1,185,600 
  Denniston 11/5/15 8,250 44,000 55,000 $1,372,529 
11/5/15 30,000 $886,500 
11/5/15 180,000 $29.64 $889,200 

ESTIMATED FUTURE PAYOUTS UNDER PERFORMANCE SHARE UNITS. The named executives were granted PSUs in 2015 that could convert into shares of GE stock at the end of the three-year performance period based on two equally weighted operating goals: Total Cash and Operating Margin. Each operating goal has specified threshold and target performance levels such that performance below threshold results in no PSUs being earned, performance at threshold results in 50% of the PSUs being earned, and performance at or above target results in 100% of the PSUs being earned (with proportional adjustment for performance between threshold and target). In addition, the PSUs have a relative TSR modifier so that the number of PSUs that convert into shares based on achievement of the two operating goals may be adjusted upward or downward by up to 25%, depending on the company’s TSR performance versus the S&P 500 over the performance period. Accordingly, the named executives may receive between 0% and 125% of the target number of PSUs granted. Dividend equivalents are paid out only on shares actually received.

The number of PSUs shown in the threshold, target and maximum columns are calculated as follows: (1) threshold assumes that GE achieves the threshold performance level for only one operating goal and there is a negative 25% adjustment for relative TSR performance, (2) target assumes that GE achieves the target performance level for both operating goals and there is no adjustment for relative TSR performance, and (3) maximum assumes that GE achieves the target performance level for both operating goals and there is a positive 25% adjustment for relative TSR performance. See “Annual Equity Incentive Awards” on page 39 for additional information.

RESTRICTED STOCK UNITS. The number of RSUs granted in 2015, which will vest in five equal annual installments, with the first installment (20%) vesting one year from the grant date. Dividend equivalents are paid out only on shares actually received.

STOCK OPTIONS. The number of stock options granted in 2015, which will vest in five equal annual installments, with the first installment (20%) becoming exercisable one year from the grant date. See the Outstanding Equity Awards Vesting Schedule Table on page 42 and “Potential Termination Payments” on page 46 for information on accelerated vesting for retirement-eligible awards.

STOCK OPTION EXERCISE PRICE. Stock option exercise prices reflect the closing price of GE stock on the grant date.

GRANT DATE FAIR VALUE OF AWARDS. This column shows the aggregate grant date fair value of PSUs, RSUs and stock options granted to the named executives in 2015. 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 $4.94 per unit value).

For RSUs, fair value is calculated based on the closing price of the company’s stock on the grant date, reduced by the present value of dividends expected to be paid on GE common stock before the RSUs vest (resulting in a $29.55 per unit value) because dividend equivalents on unvested RSUs (granted after 2013) are accrued and paid out only if and when the award vests.

For PSUs, the actual value of units received will depend on the company’s performance, as described above. Fair value is calculated by multiplying the per unit value of the award ($34.56 per unit) by the number of units corresponding to the most probable outcome of the performance conditions as of the grant date. The per unit value is based on the closing price of the company’s stock on the grant date, adjusted to reflect the relative TSR modifier by using a Monte Carlo simulation that includes multiple inputs such as stock price, performance period, volatility and dividend yield.

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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) and RSUs and PSUs for which vesting conditions were not yet satisfied as of December 31, 2015. The vesting schedule for each award is shown following this table.

Option Awards Stock Awards
  Name of
  Executive
   Option Grant
Date
   Number of
Unexercised
Options
(Exercisable)
   Number of
Unexercised
Options
(Unexercisable)
   Option
Exercise
Price
   Option
Expiration
Date
        Stock Award
Grant Date
   Number of
Unvested
RSUs
    Market
Value of
Unvested
RSUs
    Number of
Unearned
PSUs
    Market 
Value of 
Unearned 
PSUs 
  Immelt 11/6/14 100,000 400,000 $26.36 11/6/24 7/3/89 60,000 $1,869,000
11/5/15 600,000 $29.64 11/5/25 12/20/91 72,000 $2,242,800
  6/23/95 75,000 $2,336,250
6/26/98 112,500 $3,504,375
11/24/00 150,000 $4,672,500
6/10/11 250,000 $7,787,500 
9/13/13 400,000 $12,460,000 
11/6/14 200,000 $6,230,000 
11/5/15 200,000   $6,230,000 
  Total 100,000 1,000,000 469,500 $14,624,925 1,050,000 $32,707,500 
  Bornstein 9/8/06 82,500 $34.01 9/8/16 7/27/06 6,250 $194,688
9/7/07 112,500 $38.75 9/7/17 7/27/12 200,000 $6,230,000
9/9/08 137,500 $28.12 9/9/18 7/24/14 80,000 $2,492,000
3/12/09 220,000 $9.57 3/12/19 11/5/15 37,000 $1,152,550
7/23/09 440,000 $11.95 7/23/19 11/5/15 53,000 $1,650,950 
6/10/10 650,000 $15.68 6/10/20
6/9/11 560,000 140,000 $18.58 6/9/21
9/7/12   435,000 290,000 $21.59 9/7/22
9/13/13 220,000 330,000 $23.78 9/13/23  
9/5/14 110,000 440,000 $26.10 9/5/24    
11/5/15 220,000 $29.64 11/5/25  
  Total   2,967,500 1,420,000   323,250 $10,069,238 53,000 $1,650,950 
  Rice 9/8/06 250,000 $34.01 9/8/16 6/23/95 45,000 $1,401,750
9/7/07 275,000 $38.75 9/7/17 6/26/98 60,000 $1,869,000
9/9/08 300,000 $28.12 9/9/18 7/29/99 30,000 $934,500
3/12/09 1,000,000 $9.57 3/12/19 7/27/00 30,000 $934,500
7/23/09 800,000 $11.95 7/23/19 9/10/01 25,000 $778,750
6/10/10 1,000,000 $15.68 6/10/20 9/12/03 31,250 $973,438
6/9/11 680,000 170,000 $18.58 6/9/21 7/1/05 50,000 $1,557,500
9/13/13 260,000 390,000 $23.78 9/13/23 11/5/15 40,000 $1,246,000
9/5/14 130,000 520,000 $26.10 9/5/24 11/5/15 58,000 $1,806,700 
11/5/15 240,000 $29.64 11/5/25
  Total 4,695,000 1,320,000 311,250 $9,695,438 58,000 $1,806,700 
  Sherin 9/8/06 250,000 $34.01 9/8/16 12/20/96 30,000 $934,500
9/7/07 275,000 $38.75 9/7/17 6/26/98 45,000 $1,401,750
9/9/08 300,000 $28.12 9/9/18 7/29/99 30,000 $934,500
3/12/09 1,000,000 $9.57 3/12/19 6/2/00 30,000 $934,500
7/23/09 800,000 $11.95 7/23/19 9/10/01 25,000 $778,750
6/10/10 1,000,000 $15.68 6/10/20 9/12/03 31,250 $973,438
6/9/11 680,000 170,000 $18.58 6/9/21 11/5/15 40,000 $1,246,000
9/13/13 260,000 390,000 $23.78 9/13/23 11/5/15 58,000 $1,806,700 
9/5/14 130,000 520,000 $26.10 9/5/24
11/5/15 240,000 $29.64 11/5/25
  Total 4,695,000 1,320,000 231,250 $7,203,438 58,000 $1,806,700 
  Denniston 9/8/06 125,000 $34.01 9/8/16 11/5/15 30,000 $934,500
9/7/07 150,000 $38.75 9/7/17 11/5/15 44,000 $1,370,600 
9/9/08 175,000 $28.12 9/9/18
3/12/09 700,000 $9.57 3/12/19
7/23/09 700,000 $11.95 7/23/19
6/10/10 750,000 $15.68 6/10/20
6/9/11 800,000 $18.58 6/9/21
9/7/12 800,000 $21.59 9/7/22
9/13/13 550,000 $23.78 9/13/23
9/5/14 550,000 $26.10 9/5/24
11/5/15 180,000 $29.64 11/5/25
  Total 5,300,000 180,000 30,000 $934,500 44,000 $1,370,600 

MARKET VALUE OF UNVESTED RSUs AND UNEARNED PSUs. The market value of RSUs and PSUs is calculated by multiplying the closing price of GE stock as of December 31, 2015 ($31.15) by the number of shares underlying each award and, with respect to the PSUs, assuming satisfaction of the applicable performance conditions.

2016 Proxy Statement  /  LONG-TERM INCENTIVE COMPENSATION  /  COMPENSATION    

    page 41




Table of Contents

Outstanding Equity Awards Vesting Schedule Table

  Name      Grant Date Option Awards Vesting Schedule      Grant Date Stock Awards Vesting Schedule
 
  Immelt 11/6/14 100% vests in 2016 7/3/89 100% vests on 2/19/21     Restricted
    Stock
 
11/5/15 100% vests in 2016 12/20/91 100% vests on 2/19/21  
6/23/95 100% vests on 2/19/21     RSUs
6/26/98 100% vests on 2/19/21  
11/24/00 100% vests on 2/19/21  
 
6/10/11      100% vests in 2016, subject to achievement of performance conditions  
  9/13/13 100% vests in 2017, subject to achievement of performance conditions     PSUs
11/6/14 100% vests in 2017, subject to achievement of performance conditions  
11/5/15 100% vests in 2018, subject to achievement of performance conditions  
 
 
  Bornstein 6/9/11 100% vests in 2016 7/27/06 100% vests on 7/27/16  
9/7/12 50% vests in 2016 and 2017 7/27/12 100% vests on 7/27/17     RSUs
9/13/13 33% vests in 2016, 2017 and 2018 7/24/14 25% vests in 2016, 2017, 2018 and 2019  
9/5/14 25% vests in 2016, 2017, 2018 and 2019 11/5/15 20% vests in 2016, 2017, 2018, 2019 and 2020  
   
11/5/15      20% vests in 2016, 2017, 2018, 2019 and 2020 11/5/15 100% vests in 2018, subject to achievement of performance conditions     PSUs
 
 
  Rice 6/9/11 100% vests in 2016 6/23/95 100% vests on 11/15/21  
9/13/13 100% vests in 2016 6/26/98 100% vests on 11/15/21  
9/5/14 100% vests in 2016 7/29/99 100% vests on 11/15/21  
11/5/15 100% vests in 2016 7/27/00 100% vests on 11/15/21     RSUs
9/10/01 100% vests on 11/15/21  
9/12/03 100% vests on 11/15/21  
7/1/05 100% vests on 11/15/16  
11/5/15 100% vests in 2016  
 
11/5/15 100% vests in 2018, subject to achievement of performance conditions     PSUs
 
 
  Sherin 6/9/11 100% vests in 2016 12/20/96 100% vests on 11/15/23  
9/13/13 33% vests in 2016, 2017 and 2018 6/26/98 100% vests on 11/15/23  
9/5/14 25% vests in 2016 and 2017 and 50% vests 7/29/99 100% vests on 11/15/23  
in 2018  
11/5/15 20% vests in 2016 and 2017 and 60% vests 6/2/00 100% vests on 11/15/23     RSUs
in 2018  
9/10/01 100% vests on 11/15/23  
9/12/03 100% vests on 11/15/23  
11/5/15 20% vests in 2016 and 2017 and 60% vests in 2018  
 
11/5/15 100% vests in 2018, subject to achievement of performance conditions     PSUs
 
  
  Denniston 11/5/15 100% vests in 2016 11/5/15 100% vests in 2016   RSUs
 
11/5/15 100% vests in 2018, subject to achievement of performance conditions   PSUs

OPTION AWARDS VESTING SCHEDULE. This column shows the vesting schedule for unexercisable options. Stock options vest on the anniversary of the grant date in the years shown in the table above. This table shows an accelerated stock option vesting schedule for Messrs. Immelt, Rice and Sherin because their awards qualified for retirement-eligible vesting between 2016 and 2018. See “Potential Termination Payments” on page 46 for the requirements for an award to qualify for retirement-eligible accelerated vesting (the executive is age 60 or older and the award has been held for at least one year).

STOCK AWARDS VESTING SCHEDULE. This column shows the vesting schedule for unvested RSUs and unearned PSUs. RSUs vest on the anniversary of the grant date in the years shown in the table, except that certain awards vest on the named executive’s 65th birthday or upon retirement at or after age 60 (as noted in the table) and PSUs vest on the date the Compensation Committee certifies the achievement of these conditions.

As required by their terms, the awards granted to Mr. Denniston in 2015 were cancelled upon his retirement at year-end.

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Table of Contents

Option Exercises and Stock Vested Table

The table to the right shows the number of shares the named executives acquired, and the values they realized upon the vesting of RSUs during 2015. Values in the table are calculated before payment of any applicable withholding taxes and brokerage commissions. None of the named executives exercised options during 2015.

Stock Awards
Name of Executive      Number of Shares
Acquired on Vesting
     Value Realized
on Vesting
Immelt 0 $0
Bornstein 37,500 $962,188
Rice 50,000 $1,333,250
Sherin 0 $0
Denniston 0 $0


Deferred Compensation

The company has offered both a deferred bonus program and, from time to time, a deferred salary program. The deferral programs are intended to promote retention by providing a long-term savings opportunity on a tax-efficient basis. The deferred salary program is viewed as a strong retention tool because executives generally must remain with the company for at least five years after deferral to receive any interest on deferred balances. In addition, because the deferral programs are unfunded and deferred payments are satisfied from the company’s general assets, they provide an incentive for the company’s executives to minimize risks that could jeopardize the long-term financial health of the company.

Bonus Deferrals

Eligibility and deferral options. Employees in our executive band and above, including the named executives, can elect to defer all or a portion of their bonus payments into the deferral options shown below. Participants may change their election among these options four times per year.

Time and form of payment. Participants can elect to receive their deferred compensation balance upon termination of employment either in a lump sum or in annual installments over 10 to 20 years.



Deferral Option Type of Earnings Account Balance for
Earnings Calculation
Earnings Amount* When Earnings
Credited

GE Stock Units (based
on GE stock value)

S&P 500 Index Units
(based on S&P 500)

      Dividend-equivalent income       Units in account on NYSE ex-dividend date       Quarterly dividend declared for GE stock or the S&P 500, as applicable       Quarterly
Deferred Cash Units
(cash units)
Interest income Daily outstanding account balance Prior calendar month’s average yield for US Treasury Notes and Bonds issued with maturities of 10 years and 20 years Monthly

* None of the bonus deferral options provide for “above-market interest” as defined by the SEC.

Salary Deferrals

Eligibility. We periodically offer eligible employees in our executive band and above the opportunity to defer their salary payments under deferred salary programs (the last such plan was offered in 2010 for 2011 salary). Individuals who are named executives at the time a deferred salary program is initiated are not eligible to participate.

Interest income. These programs provide accrued interest on deferred amounts (including an above-market interest rate as defined by the SEC) ranging from 6% to 14% compounded annually. A participant who terminates employment before the end of the five-year vesting period will receive a payout of the deferred amount but will forfeit the accrued interest (with exceptions for events such as retirement, death and disability).

Time and form of payment. Our deferred salary programs have required participants to elect, before the salary was deferred, to receive deferred amounts either in a lump sum or in 10 to 20 annual installments.

The company makes all decisions regarding the measures for calculating interest or other earnings on deferred bonuses and salary. The named executives cannot withdraw any amounts from their deferred compensation balances until they either leave or retire from GE.



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Deferred Compensation Table

The table below—also known as the Nonqualified Deferred Compensation Table—shows amounts the named executives earned under nonqualified deferred compensation plans and plan balances at December 31, 2015. For 2015, the company did not make any matching contributions into these plans. In addition, no withdrawals or distributions were made in 2015.

Aggregate Earnings in Last Fiscal Year Aggregate Balance at Last Fiscal Year-End
Name      Executive
Contributions in 2015
     Deferred Bonus
Program
     Deferred Salary
Program
     Deferred
LTPA
     Deferred Bonus
Program
     Deferred Salary
Program
     Deferred
LTPA
Immelt $0 $660,053 $612,064 $2,484,000 $3,355,504 $5,648,170 $4,864,000
Bornstein $0 $36,732 $152,749 $1,080,000 $169,898 $1,563,351 $2,074,000
Rice $0 $593,462 $659,003 $1,849,500 $18,670,704 $6,756,564 $3,683,500
Sherin $0 $107,089 $399,438 $1,761,750 $723,734 $4,146,334 $3,464,150
Denniston $0 $75,256 $54,239 $1,296,000 $462,854 $764,104 $2,598,000

EXECUTIVE CONTRIBUTIONS IN LAST FISCAL YEAR. Amounts represent compensation deferred during 2015. They do not include any amounts reported as part of 2015 compensation in the Summary Compensation Table on page 36, which were credited to the named executive’s deferred account, if any, in 2016.

AGGREGATE EARNINGS IN LAST FISCAL YEAR. Reflects earnings on each type of deferred compensation listed in this section that were deposited into the named executive’s deferred compensation account during 2015. The earnings on deferred bonus payments may be positive or negative, depending on the named executive’s investment choice, and are calculated based on: (1) the total number of deferred units in the account multiplied by the GE stock or S&P 500 Index price as of December 31, 2015; minus (2) that amount as of December 31, 2014; minus (3) any named executive contributions during the year. The earnings on the deferred salary programs are calculated based on the total amount of interest earned. See the Summary Compensation Table on page 36 for the above-market portion of those interest earnings in 2015.

AGGREGATE BALANCE AT LAST FISCAL YEAR-END. The fiscal year-end balances reported in this table include the following amounts that were previously reported in the Summary Compensation Table as 2013 and 2014 compensation:

Name of Executive Deferred Bonus
Program
Deferred Salary
Program
Deferred LTPA
Immelt $0 $328,012 $4,864,000
Bornstein      $0      $89,490      $2,074,000
Rice $0 $363,305 $3,683,500
Sherin $0 $231,689 $3,464,150
Denniston $0 $33,265 $2,598,000

DEFERRED LTPA. Amounts represent compensation earned, but not paid out as of December 31, 2015, under the 2013–2015 LTPA program. See “Long-Term Performance Awards (LTPAs)” on page 38 for additional information.


Pension Benefits

The company provides retirement benefits to the named executives under the same GE Pension Plan and GE Supplementary Pension Plan in which other eligible employees participate. The Pension Plan is a funded, tax-qualified plan. The Supplementary Pension Plan, which increases retirement benefits above amounts available under the Pension Plan, is an unfunded, unsecured obligation of the company and is not qualified for tax purposes. Because participants generally forfeit any benefits under this plan if they leave the company before age 60, we believe it is a strong retention tool that significantly reduces departures of high-performing executives and greatly enhances the caliber of the company’s executive workforce. In addition, because the Supplementary Pension Plan is unfunded and benefit payments are satisfied from the company’s general assets, it provides an incentive for executives to minimize risks that could jeopardize the long-term financial health of GE.

GE Pension Plan

Eligibility and vesting. The GE Pension Plan is a broad-based retirement program that is closed to new participants. Eligible employees vest in the plan after five years of qualifying service. The plan also requires employee contributions, which vest immediately.

Benefit formula. For the named executives, the plan provides benefits based primarily on a formula that takes into account their earnings for each fiscal year. Since 1989, this formula has provided an annual benefit accrual equal to 1.45% of a named executive’s earnings for the year up to covered compensation and 1.9% of his earnings for the year in excess of covered compensation. “Covered compensation” was $45,000 for 2015 and has varied over the years based in part on changes in the Social Security taxable wage base. For purposes of the formula, annual earnings include base salary and up to one-half of bonus payments, but may not exceed an IRS-prescribed limit applicable to tax-qualified plans ($265,000 for 2015). As a result, the maximum incremental annual benefit a named executive could have earned for service in 2015 was $4,832.50 ($402.71 per month). Over the years, we have made special one-time adjustments to this plan that increased eligible participants’ pensions. Although we made such an adjustment in 2015 for qualifying long-service employees in connection with union negotiations, this adjustment did not impact the named executives’ pensions.



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Time and form of payment. The accumulated benefit an employee earns over his or her career is payable after retirement on a monthly basis for life with a guaranteed minimum benefit of five years.

The normal retirement age as defined in this plan is 65; however, employees who began working at GE prior to 2005, including the named executives, may retire at age 60 without any reduction in benefits. In addition, the plan provides for Social Security supplements and spousal joint and survivor annuity options.

Tax code limitations on benefits. The tax code limits the benefits payable under the GE Pension Plan. For 2015, the maximum single life annuity a named executive could have received under these limits was $210,000 per year. This ceiling is actuarially adjusted in accordance with IRS rules to reflect employee contributions, actual forms of distribution and actual retirement dates.

GE Supplementary Pension Plan

Eligibility. The GE Supplementary Pension Plan is an unfunded and non-tax-qualified retirement program that is offered to eligible employees in the executive band and above, including the named executives, to provide retirement benefits above amounts available under our other pension programs. The benefit formula and time and form of payment described below do not apply to new participants.

Benefit formula. A named executive’s annual supplementary pension, when combined with certain amounts payable under the company’s other pension programs and Social Security, will equal 1.75% of his “earnings credited for retirement benefits” multiplied by the number of his years of credited service, up to a maximum of 60% of such earnings credited for retirement benefits. The “earnings credited for retirement benefits” are the named executive’s average annual compensation (base salary and bonus) for the highest 36 consecutive months out of the last 120 months prior to retirement.

Time and form of payment. Employees are generally not eligible for benefits under the Supplementary Pension Plan if they leave the company before age 60. The normal retirement age under this plan is 65; however, employees who began working at GE prior to 2005, including the named executives, may retire at age 60 without any reduction in benefits. The plan provides for spousal joint and survivor annuities for the named executives.

GE Excess Benefits Plan

Eligibility. The GE Excess Benefits Plan is an unfunded and non-tax-qualified retirement program that is offered to employees whose benefits under the GE Pension Plan are limited by certain tax code provisions. There were no accruals for named executives under this plan in 2015, and the company expects only insignificant accruals, if any, under this plan in future years.

Benefit formula. Benefits payable under this plan are equal to the amount that would be payable under the terms of the GE Pension Plan disregarding the limitations imposed by certain tax code provisions minus the amount actually payable under the GE Pension Plan taking those limitations into account.

Time and form of payment. Benefits for the named executives are generally payable at the same time and in the same manner as their GE Pension Plan benefits.

Pension Benefits Table

The table below shows the present value of the accumulated benefit at year-end for the named executives under each plan, as calculated based upon the assumptions described below. Although SEC rules require us to show this present value, the named executives are not entitled to receive these amounts in a lump sum. None of the named executives received a payment under these plans in 2015.

Present Value of Accumulated Benefit
Name      Number
of Years
Credited
Service
Pension
Plan
Supplementary
Pension Plan
Excess
Benefits
Plan
Immelt 33.532      $1,899,882      $76,395,651      $1,780
Bornstein 26.476 $938,791 $16,340,000 $0
Rice 37.390 $1,973,422 $54,859,737 $0
Sherin 34.425 $1,745,898 $51,358,798 $0
Denniston 19.333 $1,073,331 $19,014,140 $0

PRESENT VALUE OF ACCUMULATED BENEFIT. The accumulated benefit is based on years of service and earnings (base salary and bonus, as described above) considered by the plans for the period through December 31, 2015. It also includes the value of contributions made by the named executives throughout their careers. For purposes of calculating the present value, we assume that all named executives who are not yet 60 will remain in service until age 60, the age at which they may retire without any reduction in benefits. We also assume that benefits are payable under the available forms of annuity consistent with the assumptions described in the Postretirement Benefit Plans notes in GE’s financial statements in our 2015 annual report on Form 10-K, including the statutory discount rate assumption of 4.38%. The postretirement mortality assumption used for present value calculations is the RP-2014 mortality table, adjusted for GE’s experience and factoring in projected generational improvements.



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Potential Termination Payments

In this section, we describe and quantify certain compensation that would have been payable under existing compensation plans and arrangements had a named executive’s employment terminated on December 31, 2015. For this hypothetical calculation, we have used each executive’s compensation and service levels as of this date (and, where applicable, GE’s closing stock price on this date). Since many factors (e.g., the time of year when the event occurs, GE’s stock price and the executive’s age) could affect the nature and amount of benefits a named executive could potentially receive, any amounts paid or distributed upon a future termination may be different from those shown in the tables below. The amounts shown are in addition to benefits generally available to salaried employees who joined the company before 2005, such as distributions under the Retirement Savings Plan, subsidized retiree medical benefits and disability benefits.

Policies on Post-Termination Payments

No employment or individual severance agreements. Our named executives serve at the will of the Board and do not have individual employment, severance or change-of-control agreements. This preserves the Compensation Committee’s flexibility to set the terms of any employment termination based on the particular facts and circumstances.

Shareowner approval of severance and death benefits. If the Board were to agree to pay severance or unearned death benefits to a named executive, we would seek shareowner approval. For severance benefits, this policy applies only when the executive’s employment had been terminated before retirement for performance reasons and the value of the proposed severance benefits exceeded 2.99 times the sum of his base salary and bonus. See the Board’s Governance Principles (see “Helpful Resources” on page 65) for the full policies.



Equity Awards

The following table shows the intrinsic value of equity awards that would have vested or become exercisable if the named executive had died, become disabled or retired as of December 31, 2015. Intrinsic value is based upon the company’s stock price (minus the exercise price in the case of stock options). Amounts shown assume the achievement of all applicable performance objectives.

POTENTIAL TERMINATION PAYMENTS TABLE (EQUITY BENEFITS)

Upon Death Upon Disability Upon Retirement
Name Stock Options RSUs/PSUs Stock Options RSUs/PSUs Stock Options RSUs/PSUs
Immelt       $2,822,000       $14,624,925       $1,916,000       $1,869,000       N/A       N/A
Bornstein $9,518,500 $10,069,238 $9,186,300 $0 N/A N/A
Rice $7,999,600 $9,695,438 $7,637,200 $0 N/A N/A
Sherin $7,999,600 $7,203,438 $7,637,200 $0 N/A N/A
Denniston N/A N/A N/A N/A $0 $0

DEATH/DISABILITY. Unvested stock options would vest and remain exercisable until their expiration date. In the case of disability, this applies only to options that have been held for at least one year. Unvested RSUs would become fully vested in some cases, depending on the award terms. PSUs would be earned, subject to the achievement of the performance objectives. For these purposes, “disability” generally means the executive being unable to perform his job.

RETIREMENT. Unvested options or RSUs held for at least one year would become fully vested. Options would remain exercisable until their expiration date, upon the named executives either becoming retirement-eligible (reaching the applicable retirement age) or retiring at age 60 or thereafter, depending on the award terms, and provided the award holder has at least five years of service with GE. Each of the named executives other than Mr. Denniston was below the applicable retirement age as of December 31, 2015.



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Pension Benefits

“Pension Benefits” beginning on page 44 describes the general terms of each pension plan in which the named executives participate, the years of credited service and the present value of their accumulated pension benefit (assuming payment begins at age 60 or, for Mr. Denniston, age 68). The table below shows the pension benefits that would have become payable if the named executives had died, become disabled or voluntarily terminated as of December 31, 2015.

In the event of death before retirement, the named executive’s surviving spouse may receive the following pension benefits:

GE Pension Plan and GE Excess Benefits Plan. Either an annuity, as if the named executive had retired and elected the spousal 50% joint and survivor annuity option prior to death, or an immediate

lump-sum payment based on five years of pension distributions, in each case based upon the accrued benefits under these plans.
GE Supplementary Pension Plan. A lump-sum payment based on whichever of the following has a higher value: (1) the 50% survivor annuity that the spouse would have received under this plan if the named executive had retired and elected the spousal 50% joint and survivor annuity option prior to death, or (2) five years of pension distributions under this plan.

The amounts payable depend on several factors, including employee contributions and the ages of the named executive and surviving spouse.

In the event a disability occurs before retirement, the named executive may receive an annuity payment of accrued pension benefits, payable immediately.


POTENTIAL TERMINATION PAYMENTS TABLE (PENSION BENEFITS)

        Lump Sum         Annual Annuity         Annual Annuity         Annual Annuity upon         Annual Annuity  
  Name upon Death upon Death upon Disability Voluntary Termination upon Retirement  
  Immelt $39,557,319 $66,376 $4,896,555 $117,553 N/A  
  Bornstein $16,645,723 $42,079 $1,653,716 $86,678 N/A  
  Rice $35,483,433 $66,934 $3,632,491 $125,800 N/A  
  Sherin $35,214,557 $65,014 $3,743,863 $120,945 N/A  
  Denniston N/A N/A N/A N/A $1,482,304  

LUMP SUM UPON DEATH. Lump sum payable to the surviving spouse.

ANNUAL ANNUITY UPON DEATH. Annuity payable for the life of the surviving spouse.

ANNUAL ANNUITY UPON DISABILITY. 50% joint and survivor annuity payable to each executive.

ANNUAL ANNUITY UPON VOLUNTARY TERMINATION. 50% joint and survivor annuity payable to each executive at age 60; this does not include any payments under the GE Supplementary Pension Plan because they are forfeited upon voluntary termination before age 60.

ANNUAL ANNUITY UPON RETIREMENT. 50% joint and survivor annuity. When Mr. Denniston retired at the end of 2015, he was eligible to receive retirement benefits instead of disability or voluntary termination benefits.

Deferred Compensation

The named executives are entitled to receive the amount in their deferred compensation accounts if their employment terminates. Between the termination event and the date that distributions are made, these accounts would continue to increase or decrease in value based on changes in the value of GE Stock Units or S&P 500 Index Units, and to accrue interest income or dividend payments, as applicable. Therefore, amounts received by the named executives would differ from those shown in the Deferred Compensation Table on page 44. See “Deferred Compensation” on page 43 for information on the available types of distribution under each deferral plan.

Life Insurance Benefits

For a description of the supplemental life insurance plans that provide coverage to the named executives, see “Life Insurance Premiums” on page 37. If the named executives had died on December 31, 2015, the survivors of Messrs. Immelt, Bornstein, Rice, Sherin and Denniston would have received $23,964,646, $12,363,662, $18,895,194, $18,527,796 and $3,345,300, respectively, under these arrangements. The company would continue to pay the premiums in the event of a disability until the policy is fully funded.



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Table of Contents

Other Executive Compensation Practices & Policies

Roles and Responsibilities in Succession Planning and Compensation

Compensation Committee. The committee has primary responsibility for helping the Board develop and evaluate potential candidates for executive positions and for overseeing the development of executive succession plans. As part of this responsibility, the committee oversees the compensation program for the CEO and the other named executives.

Management. Our CEO and our senior vice president, human resources, help the committee administer our executive compensation program. The senior vice president, human resources, also advises the committee on matters such as past compensation, total annual compensation, potential accrued benefits, GE compensation practices and guidelines, company performance, industry compensation practices and competitive market information.

How We Establish Performance Goals and Evaluate Performance

Establishing performance goals. At the beginning of each year, Mr. Immelt develops the objectives that he believes should be achieved for the company to be successful. He then reviews these objectives with the Compensation Committee for the corollary purpose of establishing how the committee will assess his and the other named executives’ performance, including forming the basis for the performance metrics and strategic goals included in the annual bonus plan. These objectives are derived largely from the company’s annual financial and strategic planning sessions, during which in-depth reviews of the company’s growth opportunities are analyzed and goals are established for the upcoming year. The objectives include both quantitative financial measurements and qualitative strategic, risk and operational considerations and are focused on the factors that our CEO and the Board believe create long-term shareowner value.

Evaluating performance. Mr. Immelt leads the assessment of each named executive’s individual performance against the objectives established for that executive, the company’s overall performance and the performance of the executive’s business or function, and makes an initial compensation recommendation to the Compensation Committee for each executive. In doing so, he solicits the input of, and receives advice and data from, our senior vice president, human resources. Mr. Immelt also reviews and discusses preliminary considerations as to his own compensation with the committee, but does not participate in the final determination of his compensation. The named executives also play no role in their compensation determinations, other than discussing with the CEO their individual performance against predetermined objectives.

Our Policies on Compensation Consultants and Peer Group Comparisons

Strategic use of compensation consultants. From time to time, the Compensation Committee and the company’s human resources function have sought the views of Frederic W. Cook & Co., Inc. (Frederic Cook) about market intelligence on compensation trends and on particular compensation programs designed by our human resources function. For 2015, the committee chair and the company’s human resources function consulted with Frederic Cook on market practices relating to equity compensation for our named executives. These services were obtained under hourly fee arrangements rather than through a standing engagement.

Compensation consultant independence policy. Any compensation consultant that advises the Compensation Committee on executive compensation will not at the same time advise the company on any other human resources matter, and the committee has determined that Frederic Cook’s work with the committee and the company’s human resources function does not raise any conflict of interest.

Limited use of peer group comparisons. The Compensation Committee considers executive compensation at the other Dow 30 companies as just one among several factors in setting pay. It does not target a percentile within this group and instead uses the comparative data merely as a reference point in exercising its judgment about compensation types and amounts.

Clawbacks and Other Remedies for Potential Misconduct

Clawbacks. The Board may seek reimbursement from an executive officer if it determines that the officer engaged in conduct that was detrimental to the company and resulted in a material inaccuracy in either our financial statements or in performance metrics that affected the officer’s compensation. If the Board determines that the officer engaged in fraudulent misconduct, it will seek such reimbursement. For more information, see the Board’s Governance Principles (see “Helpful Resources” on page 65).

Other remedies. In cases of detrimental misconduct by an executive officer, the Board may also take a range of other actions to remedy the misconduct, prevent its recurrence, and discipline the individual as appropriate, including terminating the individual’s employment. These remedies would be in addition to, and not in lieu of, any actions imposed by law enforcement agencies, regulators or other authorities.

Share Ownership and Equity Grant Policies

Share ownership requirements. We require our named executives to own significant amounts of GE stock as shown on the next page. The required amounts are set at multiples of base salary. All named executives are in compliance with our stock ownership requirements. For details on these requirements, see the Compensation Committee’s Key Practices (see “Helpful Resources” on page 65). The named executives’ ownership is shown in the Common Stock & Total Stock-Based Holdings Table on page 27.



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STOCK OWNERSHIP REQUIREMENTS
(multiples of base salary)
     
10X 5X 4X
for CEO for vice chairs for senior vice
presidents
     

Holding period requirements. Our executive officers must also hold for at least one year any net shares of GE stock they receive through stock option exercises.

No hedging. We believe our executive officers and directors should not speculate or hedge their interests in our stock. We therefore prohibit them from entering into any derivative transactions in GE stock, including any short sale, forward, equity swap, option or collar that is based on GE’s stock price.

No pledging. We prohibit executive officers and directors from pledging GE stock.

No option backdating or spring-loading. The exercise price of each stock option is the closing price of GE stock on the grant date (the date of the Compensation Committee meeting at which equity awards are determined). Board and committee meetings are generally scheduled at least a year in advance and without regard to major company announcements.

No option repricing. We prohibit the repricing of stock options. This includes amending outstanding options to lower their exercise price or cancelling outstanding options and replacing them with new options.

No unearned dividend equivalents. PSUs as well as RSUs granted to executive officers after 2013 do not pay dividend equivalents on shares that are not yet owned. Instead, dividend equivalents are accrued during the vesting or performance period and paid out only on shares actually received. For more information, see the Compensation Committee’s Key Practices (see “Helpful Resources” on page 65).

Tax Deductibility of Compensation

The Internal Revenue Code generally imposes a $1 million limit on the amount that a public company may deduct for compensation paid to the company’s named executives. This limitation does not apply to compensation that meets the tax code requirements for “qualifying performance-based” compensation. With respect to compensation reported in the Summary Compensation Table for 2015, annual cash bonus and LTPA payments as well as PSU, RSU and stock option grants were designed to satisfy the requirements for deductible compensation, but we may pay compensation that does not qualify as deductible.

Explanation of Non-GAAP Financial Measures and Performance Metrics

Information on how GE calculates the following metrics (presented on pages 6–7 and 30–33):

Industrial operating + Verticals EPS,
Industrial operating profit (excluding Alstom),

industrial segment operating profit and gross margin (excluding Alstom),
free cash flow,
operating EPS,
total cash,
Industrial earnings as a percentage of Industrial operating + Verticals earnings,
Industrial ROTC,
Industrial CFOA,
Industrial operating EPS,
Industrial SG&A expenses as a percentage of sales (excluding Alstom),
adjusted corporate operating costs,
GE Capital Verticals earnings, and
industrial segment organic revenue growth,

is disclosed in the supplemental materials on GE’s proxy website (see “Helpful Resources” on page 65) and in the “Supplemental Information” section of GE’s annual report on Form 10-K for 2015. Information on how GE calculates the funding metrics for the 2015 annual bonus program as well as the performance metrics for the 2013–2015 LTPA program is also disclosed in the supplemental materials on GE’s proxy website.

Caution Concerning Forward-Looking Statements

This document contains “forward-looking statements” — that is, statements related to future events that by their nature address matters that are, to different degrees, uncertain. For details on the uncertainties that may cause our actual future results to be materially different than those expressed in our forward-looking statements, see http://www.ge.com/investor-relations/disclaimer-caution-concerning-forward-looking-statements as well as our annual reports on Form 10-K and quarterly reports on Form 10-Q. We do not undertake to update our forward-looking statements. This document also includes certain forward-looking projected financial information that is based on current estimates and forecasts. Actual results could differ materially.

Compensation Committee Report

The Compensation Committee has reviewed the compensation discussion and analysis (pages 28 through 49) and discussed that analysis with management. Based on its review and discussions with management, the committee recommended to the Board that the compensation discussion and analysis be included in the company’s annual report on Form 10-K for 2015 and this proxy statement. This report is provided by the following independent directors, who comprise the committee:

John J. Brennan (Chairman) Robert W. Lane
James I. Cash, Jr. James E. Rohr
Marijn E. Dekkers Douglas A. Warner III
Andrea Jung


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Director Compensation

The compensation program for independent directors is designed to achieve the following goals:

Fairly pay directors for work required at a company of GE’s size and scope;
Align directors’ interests with the long-term interests of GE shareowners; and
Be simple, transparent and easy for shareowners to understand.

Annual Compensation

OVERVIEW. Our independent directors receive annual compensation as shown in the table below. There are no additional meeting fees. The lead director and members of certain committees receive additional compensation due to the workload and broad responsibilities of these positions.


             
  All independent directors $250,000              
—    Form of payment. 40% in cash & 60% in deferred stock units (DSUs); directors can elect to defer some or all of the cash portion in additional DSUs
—    Time of payment. Quarterly installments
  Lead director $50,000
  Audit Committee members* $25,000
  Compensation Committee members* $25,000
  GE Capital Committee members* $50,000

*If a director serves on more than one of these committees, this additional compensation applies separately for each committee.

HOW DEFERRED STOCK UNITS WORK. Each DSU is equal in value to a share of GE stock and is fully vested upon grant, but does not have voting rights. To calculate the number of DSUs to be granted, we divide the target value of the DSUs by the average closing price of GE stock for the 20 days preceding and including the grant date. DSUs accumulate quarterly dividend-equivalent payments, which are reinvested into additional DSUs. The DSUs are paid out in cash beginning one year after the director leaves the Board. Directors may elect to take their DSU payments as a lump sum or in payments spread out for up to 10 years.

OTHER COMPENSATION. Our independent directors may also receive the following benefits:

Matching Gifts Program. Independent directors may participate in the GE Foundation’s Matching Gifts Program on the same terms
as GE employees. Under this program, the GE Foundation matched up to $25,000 for 2015 contributions to approved charitable organizations.
Charitable Award Program. Each director who joined the Board before 2016 may, upon leaving the Board, designate up to five charitable organizations to share in a $1 million GE contribution. Directors may not choose a private foundation with which they are affiliated.
Executive Products and Lighting Program. Independent directors may participate in our Executive Products and Lighting Program on the same basis as our named executives. Under this program, directors can receive up to $30,000 in GE appliances over a three-year period.
Incidental Board Meeting Expenses. The company occasionally provides travel and sponsors activities for spouses or other guests of the directors in connection with Board meetings.


Changes to Director Compensation

The Governance Committee reviews director compensation annually and, in connection with these reviews, the Board made the following changes for 2015:

Increased GE Capital Committee compensation. The additional compensation for GE Capital Committee members was increased from $25,000 to $50,000 annually in light of the increased demands on this committee (the committee held 21 formal meetings in 2015 and many additional informal sessions).

Eliminated Charitable Award Program. For directors joining the Board after 2015, the Board eliminated the Charitable Award Program (under which directors could designate up to five charities to share in a $1 million contribution when they leave the Board).

Over the past few years, in line with the company’s Simplification initiative, the Board has taken several actions to reduce benefits provided to directors, including lowering the maximum annual match under the Matching Gifts Program from $50,000 to $25,000, and closing the Charitable Award Program to new directors.



Director Compensation Table

This table shows the compensation that each independent director earned for his or her 2015 Board and committee service. Amounts reflect partial-year Board service for Ms. Fudge, who retired from the Board in April 2015.

  Name of Director       Cash Fees       Stock Awards       All Other Compensation       Total
  W. Geoffrey Beattie $0 $299,237 $25,000 $324,237
  John J. Brennan $0 $374,046 $25,000 $399,046
  James I. Cash, Jr. $110,000 $164,580 $69,357 $343,937
  Francisco D’Souza $0 $274,300 $15,138 $289,438
  Marijn E. Dekkers $110,000 $164,580 $22,471 $297,051
  Ann M. Fudge $37,500 $55,150 $1,012,250 $1,104,900
  Susan J. Hockfield $100,000 $149,618 $9,410 $259,028
  Andrea Jung $110,000 $164,580 $25,000 $299,580

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    COMPENSATION  /  DIRECTOR COMPENSATION  /  2016 Proxy Statement




Table of Contents

Name of Director Cash Fees Stock Awards All Other Compensation Total
Robert W. Lane       $120,000       $179,542       $0       $299,542
Rochelle B. Lazarus $0 $249,364 $27,450 $276,814
James J. Mulva   $0