DEF 14A 1 ge3179831-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
 
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
Definitive Proxy Statement
 
Definitive Additional Materials
 
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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Table of Contents




Table of Contents

Guide to GE’s Proxy Statement

1     Proxy Overview
12   Governance
12   Election of Directors*
18   Board Composition
21   Board Operations
24   Board Leadership Structure
25   How We Oversee & Manage Risk
26   How We Get Feedback from Investors
27   Other Governance Policies & Practices
28   Stock Ownership Information
30   Compensation
30   Management Proposal Nos. 1 & 2 — Say on Pay & Say-on-Pay Frequency*
30   Overview of Our Executive
Compensation Program
32   How Our Incentive Compensation Plans Paid Out for 2016
35   Compensation Actions for 2016
37   Realized Compensation
38   Summary Compensation
40   Long-Term Incentive Compensation
46   Deferred Compensation
48   Pension Benefits
49   Potential Termination Payments
51   Other Executive Compensation Practices
& Policies
53   Director Compensation
56   Management Proposal No. 3 — Approve Amended 2007 Long-Term Incentive Plan*
61   Management Proposal No. 4 — Approve Senior Officer Performance Goals*
62   Audit
62   Management Proposal No. 5 — Ratification of KPMG as Independent Auditor for 2017*
62   Independent Auditor Engagement
63   Independent Auditor Information Where you can find each shareowner proposal
64   Audit Committee Report
65   Shareowner Proposals*        65     No. 1—Lobbying Report
    66 No. 2—Independent Chair
70   Submitting 2018 Shareowner Proposals 68 No. 3—Cumulative Voting
71   Voting & Meeting Information 69 No. 4—Charitable Giving
71   Proxy Solicitation & Document
Request Information
72   Voting Information
73   Attending the Meeting
74   Appendix A — 2007 Long-Term Incentive Plan (As Proposed To Be Amended)
81   Helpful Resources

Why are we sending you these materials?

On behalf of our Board of Directors, we are making these materials available to you (beginning on March 10, 2017) in connection with GE’s solicitation of proxies for our 2017 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 integrated summary report. Be sure not to miss the important supplemental information posted on our proxy website.

www.ge.com/proxy

www.ge.com/annualreport

www.ge.com/ar2016/integrated-report





INDEX OF FREQUENTLY
REQUESTED INFORMATION
63      Auditor Fees
62 Auditor Tenure
24 Board Leadership
27 Board Meeting Attendance
35 CEO Performance Evaluation
51 Clawback Policy
51 Compensation Consultants
49 Death Benefits
12 Director Biographies
20 Director Independence
18 Director Qualifications
19 Director Term Limits
52 Dividend Equivalents Policy
52 Hedging Policy
26 Investor Outreach
40 Long-Term Performance Award Program
27 Overboarding
51 Pay For Performance
51 Peer Group Comparisons
39 Perquisites
52 Pledging Policy
27 Political Spending Oversight
70 Proxy Access
37 Realized Compensation (W-2 income)
28 Related Person Transactions
25 Risk Oversight
49 Severance Benefits
28 Share Ownership for Executives & Directors
52 Share Ownership Requirements
70 Shareowner Proposal Deadlines for 2018
51 Succession Planning
Also see “Acronyms Used” on page 81 for a guide to the acronyms used throughout this proxy statement.

GENERAL ELECTRIC COMPANY
EXECUTIVE OFFICES
41 Farnsworth Street
Boston, MA 02210



*To be voted on at the meeting.



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

Can you discuss the Board’s role in the strategic planning process?

One of the Board’s key roles is overseeing strategy, for which we use an annual rhythm that starts in mid-summer. The Board does a deep dive, working closely in small groups with executives of varying seniority. The output of these sessions provides the strategic context for the Board’s discussions at its meetings throughout the year.

While we have a multi-year strategic plan, we also realize that in today’s environment we need to be nimble and opportunistic, adjusting strategy as the world around us changes. This requires a lot of Board meetings. For example, we met as a Board 13 times last year.

Large capital allocation decisions are typically the product of an iterative Board discussion. For example, one of the most important things we did in 2016 was announce our planned combination of GE Oil & Gas with Baker Hughes. This was the result of discussions over the course of 10 meetings in which we engaged on the risks and opportunities.

How does the Board approach director recruitment?

Board recruitment is a topic that is front and center with investors today and, as a Board, we spend a lot of time on it. Over the last five years, we have refreshed more than half of the Board.

In looking for candidates, we start with character, seeking candidates with the highest standards, who are committed to upholding GE’s values and who will be independent, strong stewards of our investors’ capital. Then, as we go through the process of assessing future Board recruitment needs, we look to recruit candidates from different backgrounds so that they can contribute to the cognitive diversity on the Board.

This is an ongoing endeavor for us. We of course take a long-term look at the refreshment that is expected to occur over time as a result of our term limit and age limit policies, but we are always looking for new directors. It is vitally important that we continue to have the right skill sets on the Board as GE’s portfolio and strategy change.

Can you discuss the Board’s role in the investor outreach process?

One of the things that impressed me when I joined the Board was how front and center

our investors were in the Board’s discussions. We think about a number of stakeholders, but a key question for us is how our decisions impact the owners of the company.

There are several ways in which the Board receives investor feedback. Our IR and governance teams are on the front lines engaging with shareowners. Throughout the year, they have 1,000+ investor engagements, including 150+ meetings with senior management, and provide feedback to the Board.

The Board also hears directly from investors. Two years ago, we began a process of inviting major shareowners into the boardroom to meet in executive session with the independent directors. We listen to their views on strategy, business and financial issues, including what we are doing well and areas for improvement. In addition, in my role as lead director, I am available to our large investors and have had the opportunity to engage with several of them on governance and compensation matters.

How do GE’s executive pay plans fit together and connect to GE’s strategy?

An important focus area for the Board is executive pay and ensuring that the structure provides the right incentives for our leaders. We have 3 main performance-based compensation plans. First, we have an annual cash bonus plan, in which approximately 5,000 executives participate, and which aligns with our annual investor framework. It is a relatively new plan at GE, but so far has been a tremendous cultural enhancement to drive accountability. We also have a long-term cash incentive plan (our LTPAs), in which ~1,000 senior executives participate, and which aligns with our 3-year operating plan. It is important for ensuring that our leaders do not simply focus on annual results, but are managing the company for the long term. Lastly, we have a performance-based equity plan (our PSUs), in which <25 of our most senior officers participate, and which helps drive relative stock price outperformance over a 3-year period.


John J. Brennan, Lead Director


AN ACTIVE & ENGAGED BOARD

2016
Refreshed Board, recruiting 4 directors & retiring 3

Oversaw significant portfolio shifts: Baker Hughes and GE Digital & Additive

2015
Adopted director term limit of 15 years

Implemented proxy access

2014
Redesigned cash & equity incentive compensation programs

Eliminated dividend equivalents on unvested RSUs


  

BOARD ACCOUNTABILITY TO INVESTORS

 

Annual director elections with majority voting standard

   
   
   
 

Proxy access at 3%, 3 years, 20% of Board, up to 20 shareowners can aggregate

   
   
   
 

Annual Board governance review that includes investor views & feedback

   
   
   
 

Periodic independent director meetings with investors

 

INDEPENDENT BOARD LEADERSHIP

3X+/year
meetings in executive session without management present

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

30+
committee meetings in 2016 (all committees are independent)

annual
assessment of Board leadership structure

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



Proxy Overview — Governance
GE 2017 Proxy Statement
      1



Table of Contents

Board Composition & Refreshment

YOUR VOTE IS NEEDED ON DIRECTOR ELECTIONS:

Election of the 18 nominees named in the proxy for the coming year

YOUR BOARD RECOMMENDS A VOTE FOR EACH NOMINEE

DIVERSITY OF EXPERIENCE

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

100%

    

72%

LEADERSHIP  

GLOBAL

18/18 directors

13/18 directors

 

61%

56%

FINANCE

INDUSTRY/OPERATIONS

11/18 directors

10/18 directors

 

50%

33%

TALENT DEVELOPMENT

TECHNOLOGY

9/18 directors

6/18 directors

 

28%

22%

INVESTOR

RISK MANAGEMENT

5/18 directors

4/18 directors

 

22%

11%

GOVERNMENT

MARKETING

4/18 directors

2/18 directors


HOW WE THINK ABOUT BOARD REFRESHMENT

Term Limits           10
new
directors
  8
retired
directors
+                    
Retirement Age

+            

Annual Board evaluation

         

over last 5 years

 
           
       

JOINING THE BOARD SINCE THE 2016 ANNUAL MEETING

        EXPECTED TO LEAVE THE BOARD CONSISTENT WITH OUR TERM LIMIT POLICY
Mollenkopf (2016)
 
Lavizzo-Mourey
(2017)

Jung (2018)
 
Lazarus (2019)

DIVERSITY OF AGE

GE POLICY:
retirement age 75

39% younger than 60 median age 

DIVERSITY OF TENURE

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

5

median years tenure

56%
5 years or less

72%
10 years or less

TERM LIMIT POLICY:
15 years with a 2-year transition for existing directors

DIVERSITY OF BACKGROUND

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

3 former
regulators

2 leading
academics

5 women

6 born
outside
the US

14 current
& former
CEOs


INDEPENDENCE

GE POLICY:
all non-management directors must be independent

17/18
director nominees are independent

94%
independent (all director nominees except CEO)

94%
meet heightened committee independence standards


BOARD SIZE

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



2       Proxy Overview — Governance
GE 2017 Proxy Statement



Table of Contents

Board Nominees

                Director
since
            Committee Memberships
             Name      Age           Primary Occupation & Other Public Company Boards      A      G      C      I
Bazin
55 2016

Chair & CEO, AccorHotels
Boards: AccorHotels, China Lodging Group

Beattie
56 2009

CEO, Generation Capital & Former CEO, The Woodbridge Company
Boards: Maple Leaf Foods, Royal Bank of Canada, Acasta Enterprises

Brennan
62 2012

Chair, FINRA & Chair Emeritus & Senior Advisor, The Vanguard Group
Boards: American Express, LPL Financial Holdings

⦿
D’Souza
48 2013

CEO, Cognizant Technology Solutions
Boards: Cognizant

Dekkers
59 2012

Chair, Unilever & Former CEO, Bayer
Boards: Unilever

⦿
Henry
47 2016

Dean & Professor of Economics & Finance, NYU’s Stern School of Business*
Boards: Citigroup

Hockfield
65 2006

President Emerita & Professor of Neuroscience, MIT

⦿
Immelt
61 2000

Chair & CEO, General Electric

Jung
58 1998

President & CEO, Grameen America & Former Chair/CEO, Avon
Boards: Apple, Daimler

Lane
67 2005

Former Chair & CEO, Deere
Boards: BMW

Lavizzo-Mourey
62

Nominee
NEW

President & CEO, Robert Wood Johnson Foundation*
Boards: Hess

Lazarus
69 2000

Chair Emeritus & Former CEO, Ogilvy & Mather
Boards: Blackstone, Merck

⦿
McAdam
62 2016

Chair & CEO, Verizon Communications
Boards: Verizon

Mollenkopf
48

2016
NEW

CEO, Qualcomm
Boards: Qualcomm

Mulva
70 2008

Former Chair & CEO, ConocoPhillips
Boards: General Motors

Rohr
68 2013

Former Chair & CEO, PNC Financial Services Group
Boards: Allegheny Technologies, EQT, Marathon Petroleum

Schapiro
61 2013

Vice Chair of Advisory Board, Promontory & Former Chair, SEC
Boards: London Stock Exchange


⦿
Tisch
64 2010

President & CEO, Loews
Boards: Loews and its consolidated subsidiaries

*

Mr. Henry is expected to retire as Dean at the end of 2017 (but will remain a faculty member), and Dr. Lavizzo-Mourey is expected to retire from the Foundation in the first half of 2017.


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 2016

        QUALIFICATIONS        
A Audit Committee
G Governance Committee
C Compensation Committee
 I  Industrial Risk Committee
⦿Chair
Financial Expert
        Leadership

Investor

       
       

Global

Technology

       
       

Industry/Operations

Risk Management      

       
       

Finance

Government

       
       

Talent Development

Marketing

       

Proxy Overview — Governance
GE 2017 Proxy Statement
      3



Table of Contents

Board & Committees

FULL BOARD
           
2016 MEETINGS
17, including 4 formal meetings of the
independent directors

CHAIR
Jeff Immelt

 

LEAD DIRECTOR
Jack Brennan

   

BOARD RHYTHM            

8X/year
Regular meetings
Calls between meetings as appropriate

2X+/year
Business visits for each director

1X/year
Strategy session

1X/year
Governance & investor feedback review

1X/year
Board self-evaluation


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’ or Compensation Committee 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
         

RECENT FOCUS AREAS
Capital allocation framework
Significant portfolio changes
  Planned combination of GE Oil & Gas with Baker Hughes
  Launch of GE Additive (Arcam & Concept Laser acquisitions)
  Growth of GE Digital (ServiceMax & Meridium acquisitions)
  Planned sale of non-core businesses (Water & Industrial Solutions)
Alstom integration & GE Capital exit plan progress
Key GE initiatives (simplification, gross margin improvement, cash conversion, digitization)
Healthcare industry dynamics

COMMITTEES

   
AUDIT
CHAIR: Mary Schapiro

RECENT FOCUS AREAS

2016 MEETINGS: 12  
Implementation of the new revenue recognition standard
Alstom purchase accounting process
Financial reporting planning for GE’s planned combination with Baker Hughes
Resource planning for internal audit
Legacy Alstom compliance & investigative matters

MEMBERS: Bazin, Beattie, Henry, Mulva, Rohr, Schapiro

OVERSEES: KPMG, financial reporting, internal audit, compliance, GE Capital risk management
 

      
         
GOVERNANCE & PUBLIC AFFAIRS

CHAIR: Shelly Lazarus

 

RECENT FOCUS AREAS

2016 MEETINGS: 4

Director recruitment
Political & lobbying strategy in the wake of the U.S. Presidential transition
Board committee reorganization
Environmental, human rights & supply chain practices
Director compensation changes

MEMBERS: Brennan, Hockfield, Jung, Lavizzo-Mourey,* Lazarus, Tisch

OVERSEES: director recruitment, corporate governance, sustainability, political spending

 

 
  
MANAGEMENT DEVELOPMENT & COMPENSATION

CHAIR: Jack Brennan

 

RECENT FOCUS AREAS

2016 MEETINGS: 11

 
Leadership transitions to support the company’s portfolio changes (e.g., launch of GE Additive, GE Capital exit)
Organizational planning for Baker Hughes
Program design for the 2016–2018 LTPAs
Compensation structure for GE Digital employees

MEMBERS: Brennan, Dekkers, Jung, Lane, Lazarus, Rohr

OVERSEES: CEO & senior executive performance evaluations & compensation, equity planning & succession planning
 

 
 
TECHNOLOGY & INDUSTRIAL RISK

CO-CHAIRS:
Marijn Dekkers & Susan Hockfield

 

RECENT FOCUS AREAS

Product risks & cybersecurity
Launch of GE Additive
Significant product launches (LEAP aircraft engine & H-class turbine)
Deepwater technologies
GE’s nuclear activities
Market risk
 

2016 MEETINGS: 4

 

MEMBERS:
D’Souza, Dekkers, Hockfield, McAdam, Mollenkopf, Mulva

 

OVERSEES: technology & product risk, cybersecurity, software & innovation strategies & investments/initiatives, R&D

 

*

Effective upon her election at the annual meeting.

4       Proxy Overview — Governance
GE 2017 Proxy Statement



Table of Contents

Compensation

YOUR VOTE IS NEEDED ON
MANAGEMENT PROPOSAL #1

Advisory approval of our named executives’ compensation for 2016

YOUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL


Compensation Profile

PAY CONSIDERATIONS

PERFORMANCE

       

BALANCE

       

RISK

Emphasize overall GE results & consistent, relative & sustainable performance

Formulaic compensation vs. Compensation Committee judgment; future vs. current pay; mix of performance measures

Performance metrics include specific risk- & sustainability-focused goals


WHAT WE DO

WHAT WE DON'T DO

SHAREOWNER APPROVAL
for severance & death benefits
CLAWBACK OF INCENTIVE COMPENSATION
when warranted
SIGNIFICANT SHARE OWNERSHIP REQUIREMENTS
& holding period for option shares
LIMITED PERQUISITES
including air & auto transportation, life insurance, home security
     
No standing 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 COMPENSATION ELEMENTS FOR 2016

  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 or March
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 5-year vesting period
How payout is
determined
Committee
judgment
Formulaic &
committee
judgment
Formulaic; committee verifies
performance before payout
Formulaic; depends on stock price on
exercise/vest date
Most recent
performance
measures
N/A 4–5 financial
metrics + strategic
goals
5 financial metrics 2 financial metrics
+ relative TSR
modifier
Stock price appreciation
What is
incentivized
Balance against
excessive risk
taking
Deliver on
annual
investor
framework
Deliver on long-
term
investor
framework
Outperform
peers
Increase stock
price
Balance against
excessive risk
taking

Proxy Overview — Compensation
GE 2017 Proxy Statement
      5



Table of Contents

Aligning Pay With Performance

2016 ANNUAL BONUSES (CASH)
Result: Overall bonus pool funded at 80% of target
 
2016–2018 LONG-TERM PERFORMANCE AWARDS (CASH)
Result: Payout to be determined in 2019, following end of performance period
 
1 LTPA targets not yet disclosed (N.D.); will be disclosed following completion of the performance period, consistent with past practice
 
2013–2016 PERFORMANCE SHARE UNITS (EQUITY)
Result: CEO earned 100% of the PSUs because GE met all three targets
 
2014–2016 PERFORMANCE SHARE UNITS (EQUITY)
Result: CEO earned 83% of the PSUs (total cash & margin targets exceeded, but (17)% adjustment due to TSR performance)

See “How Our Incentive Compensation Plans Paid Out for 2016” on page 32 for more information on how these plans work. Metrics denoted with a * are non-GAAP financial measures. For information on how we calculate the performance metrics, see “Explanation of Non-GAAP Financial Measures and Performance Metrics” on page 52.

6       Proxy Overview — Compensation
GE 2017 Proxy Statement



Table of Contents

2016 CEO Pay

DECISIONS      
$3.8M   200K
Base salary (same as 2015) PSUs (same as 2015)
 
$4.3M 600K
Cash bonus (80% of target, down from 100% of target in 2015) options (same as 2015)
TOTAL COMPENSATION ANALYSIS
Year-over-year change Main drivers
Adjusted SEC total      33%      LTPA 79%, PSUs & options 26%, bonus 20%
SEC total compensation 35% Reflects drivers above & 45% lower change in pension value
Realized compensation 174% 3-year LTPA payout in ’16


CEO ACCOUNTABILITY

Significant portion of compensation tied to GE’s operating and/or stock price performance

* Based on the CEO’s 2016 adjusted SEC total compensation

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

Substantial stock ownership
~1.2M GE shares purchased since 2001 & no shares sold, other than to pay equity award-related taxes/exercise prices

2016 Performance

SOLID SHAREOWNER RETURNS        RETURNED $30.5B
TO INVESTORS

STRENGTHENED & SIMPLIFIED
THE PORTFOLIO
      OTHER KEY PERFORMANCE
METRICS
Aggressive execution on Alstom integration
Announced the planned Baker Hughes combination
Investments in supply chain, Digital & Additive
Substantial progress on GE Capital exit plan
Plans to sell Water & Industrial Solutions
Industrial segment revenues 4%,  1% organically*
Industrial operating + Verticals EPS* 14% to $1.49
Gross margins* 40bps to 27.8% & Industrial operating margins (both ex. Alstom)* 30bps to 15.0%
GE CFOA (ex. deal taxes & pension funding)* $15.2B to $31.7B

*Non-GAAP financial measures. See page 52.



2016 Summary & Realized Compensation
(in thousands)

Name & Principal
Position
      Year       Salary       Bonus       PSUs &
RSUs
    Stock
options
    LTPAs     Pension &
deferred
comp
    All other
comp
    SEC total         Adjusted
SEC total
1
    Realized
comp (W-2)2
Jeff Immelt 2016 $3,800 $4,320 $4,673 $2,142 $1,624 $3,580 $1,185 $21,325 $17,962 $27,467
Chair & CEO 2015 $3,800 $5,400 $6,239 $2,964 $7,614 $6,337 $620 $32,974 $26,831 $10,029
Jeff Bornstein 2016 $1,688 $1,920 $1,532 $750 $739 $2,882 $395 $9,906 $7,082 $13,638
SVP & CFO 2015 $1,600 $2,500 $2,747 $1,087 $3,351 $1,815 $161 $13,261 $11,498 $5,266
Beth Comstock3
Vice Chair
2016 $1,500 $1,248 $6,211 $750 $550 $2,046 $175 $12,479 $10,460 $9,348
David Joyce3
Vice Chair
2016 $1,333 $1,524 $6,212 $750 $0 $2,524 $239 $12,583 $10,059 $12,561
John Rice 2016 $2,625 $3,278 $1,532 $750 $1,181 $4,184 $1,611 $15,162 $11,213 $19,154
Vice Chair 2015 $2,538 $4,088 $2,991 $1,186 $5,845 $1,318 $1,696 $19,660 $18,555 $9,671
Keith Sherin 2016 $2,575 $3,784 $6,965 4 $2,487 4 $1,287 $12,890 4 $362 $30,351 $17,610 $19,791
Former Vice Chair 2015 $2,500 $5,233 $2,991 $1,186 $6,751 $6,953 $293 $25,906 $19,088 $6,947
1 Represents SEC total compensation minus change in pension value.
2 Represents the compensation our named executives actually realized, as reported on their IRS W-2 forms. Year-over-year increase largely driven by the 3-year LTPA payout reported on the named executives’ W-2 forms for 2016. See “Realized Compensation” on page 37.
3 2015 compensation not presented for Ms. Comstock and Mr. Joyce because they were not named executives in that year.
4 Amounts reported under “PSUs & RSUs” and “Stock options” represent the accounting value of modifications to existing equity awards (not new awards) pursuant to an early retirement agreement entered into with Mr. Sherin. $7.2M of the amount reported under “Pension & deferred comp” reflects early retirement allowance payments under this agreement.

Proxy Overview — Compensation
GE 2017 Proxy Statement
      7



Table of Contents

Other Compensation Proposals

YOUR VOTE IS NEEDED ON MANAGEMENT PROPOSAL #2:

Approve frequency of future say-on-pay votes

YOUR BOARD RECOMMENDS A VOTE OF ONE YEAR ON THIS PROPOSAL
The Board believes that we should be accountable to shareowners annually for our executive compensation decisions

YOUR VOTE IS NEEDED ON MANAGEMENT PROPOSAL #4:

Approve material terms of senior officer performance goals

YOUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL

Approval of this proposal would allow GE to continue operating its executive compensation program in a tax-efficient manner



YOUR VOTE IS NEEDED ON MANAGEMENT PROPOSAL #3:

Approve amended 2007 Long-Term Incentive Plan

YOUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL


WHAT WOULD THE AMENDMENT DO?

Add 150M shares to the Plan’s share pool, bringing total # of Plan shares available for new grants to 373.5M*, which we expect to last us 4–5 years

Extend Plan’s term to 2027 (but we expect to ask shareowners to reapprove the Plan no later than the 2022 annual meeting)

Add non-employee directors as Plan participants, bringing the director DSU program under the Plan

Establish annual limit for director compensation ($1.5 million, applies to both cash & equity compensation)

Make certain other changes to the Plan, as described on page 56

KEY DATA ABOUT OUR EQUITY COMPENSATION SHARE USAGE**

BURN RATE
WHAT THIS MEASURES: how rapidly we are using the Plan’s share pool

HOW WE MANAGE: by considering the aggregate value of our equity grants in the context of GE’s stock price & other compensation actions (over last 5 years, the Compensation Committee has twice reset overall grant levels)

GROSS
     

Excludes forfeited shares
returned to share pool

 

NET

Includes forfeited shares
returned to share pool


GOOD GOVERNANCE FEATURES OF THE PLAN

LIMITS ON SHARE POOL & NUMBER OF SHARES GRANTED AS “FULL VALUE” AWARDS
10-YEAR MAXIMUM STOCK OPTION TERMS
     
NO STOCK OPTION REPRICING
NO DISCOUNTED STOCK OPTION GRANTS
NO AUTOMATIC CHANGE-OF-CONTROL BENEFITS
NO SHARE RECYCLING

OUR CURRENT EQUITY GRANT PRACTICES

BALANCED AWARD MIX of PSUs, RSUs & options for senior officers
LONG-TERM VESTING with 5 years for options/ RSUs & 3 years for PSUs
     
NO DIVIDEND EQUIVALENT PAYMENTS to executive officers on unearned RSUs/PSUs

OVERHANG
WHAT THIS MEASURES: potential shareowner dilution from outstanding equity awards & available share pool

HOW WE MANAGE: through our buyback program (in 2016, we repurchased $22B of GE Shares, approximately $1.9B of which was to offset dilution)


CONCENTRATION RATIO
WHAT THIS MEASURES: the concentration of Plan benefits directed to our proxy officers

HOW WE MANAGE: by granting equity awards to 5,000+ employees to align their interests with shareowners’




* Total share pool under the Plan would be 1,075M shares, which reflects the Plan being in place since 2007.
** GE data covers 2014-2016 while Dow 30 data covers 2013–2015 (the last year for which data is available). Please see “Key Data About Our Grant Practices” on page 57 for more information about these metrics & how we calculate them.

8       Proxy Overview — Compensation
GE 2017 Proxy Statement



Table of Contents

Audit

YOUR VOTE IS NEEDED ON MANAGEMENT PROPOSAL #5:

Ratification of our selection of KPMG as independent auditor for 2017

YOUR BOARD RECOMMENDS A VOTE FOR THIS PROPOSAL

In engaging KPMG for 2017, we reviewed:

KPMG’s performance on GE audit… includes results of internal, worldwide survey
KPMG’s capability & expertise in handling breadth & complexity of our worldwide operations
KPMG’s known legal & regulatory risks… includes interview with KPMG’s chairman & review of the number of audit clients with restatements as compared to other Big 4 firms
     
External data on audit quality & performance… includes recent PCAOB reports on KPMG & peer firms
Appropriateness of KPMG’s fees on both an absolute basis & relative to peer firms
 
KPMG’s tenure & independence… including benefits & independence risks of long-tenured auditor & controls/processes that help ensure KPMG’s independence
 

BENEFITS OF A LONG-TENURED AUDITOR

HIGHER AUDIT QUALITY
Institutional knowledge & deep expertise — through 100+ years of experience with GE & 1,350+ statutory GE audits in 80+ countries
     
EFFICIENT FEE STRUCTURE
Familiarity with GE business keeps costs competitive
     
NO ONBOARDING OR EDUCATING
NEW AUDITOR
Saves management’s time & resources

INDEPENDENCE CONTROLS

THOROUGH AUDIT
COMMITTEE OVERSIGHT
      RIGOROUS LIMITS ON
NON-AUDIT SERVICES
      STRONG INTERNAL KPMG
INDEPENDENCE PROCESS
      ROBUST REGULATORY
FRAMEWORK
Includes private meetings with KPMG (8X+ per year)
Annual evaluation
Committee–directed process for selecting lead audit engagement partner

Audit Committee preapproves non-audit services
Certain types of otherwise permissible services prohibited
KPMG engaged only when best-suited for the job

Includes periodic internal quality reviews
Large number of partners staffed on GE audit (~300)
Lead audit engagement partner rotation every 5 years

KPMG subject to PCAOB inspections, Big 4 peer reviews & PCAOB/SEC oversight

KPMG Fees

(in millions)        Audit1         Audit-related2           Tax3           All Other4           Total
2016 $81.5 $6.9 $1.5 $0.0 $89.9
2015 $75.0 $20.8 $1.8 $0.0 $97.6
1 Audit & review of financial statements for 10-K/10-Q, internal control over financial reporting audit, statutory audits; year-over-year increase largely driven by the Alstom acquisition.
2 Assurance services, M&A due diligence & audit services, employee benefit plan audits; year-over-year decrease largely driven by work performed in 2015 related to the GE Capital exit plan and Synchrony Financial split-off.
3 Tax compliance & tax advice/planning.
4 GE did not engage KPMG for any other services.

See “Audit” on page 62 for more information.

WHAT WE ARE PAYING FOR
 
500K+
audit hours
 
1,350+
statutory audits globally
 
~300
partners



Proxy Overview — Audit
GE 2017 Proxy Statement
      9



Table of Contents

Shareowner Proposals

YOUR VOTE IS NEEDED ON
THE FOLLOWING PROPOSALS

YOUR BOARD RECOMMENDS A VOTE AGAINST THESE PROPOSALS

      Proposal       Proponent       What the proposal asks for       Why the Board recommends a vote
Against the proposal
1 Lobbying report
see page 65
PhilPERS* Provide annual report on GE’s lobbying activity GE already provides comprehensive disclosure of its political & lobbying activities on our Sustainability website
2 Independent chair
see page 66
Kenneth
Steiner
Require board chair to be independent at the next CEO transition GE believes that our present leadership structure is the most effective for GE, and we will continue to monitor this issue (as we do all governance issues)
3 Cumulative voting
see page 68
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
4 Charitable giving report
see page 69
NCPPR** Provide annual report on GE’s charitable giving GE already provides comprehensive disclosure of its charitable giving on our Sustainability website
* PhilPERS = 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 11/10/17 Between 10/11/17 and close of business on 11/10/17
Where to send By mail: Alex Dimitrief, Secretary, General Electric Company, at the 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, as well as any director nominees, must satisfy GE’s by-law requirements, which are available on GE’s website (see “Helpful Resources” on page 81)

10       Proxy Overview — Shareowner Proposals
GE 2017 Proxy Statement



Table of Contents

Annual Meeting


     

You are invited to attend GE’s 2017 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, annual report and integrated summary report at the websites below.

Cordially,
Alex Dimitrief, Secretary 

 

LOGISTICS

 

DATE:
April 26, 2017 

TIME:
10:00 a.m. Eastern Time

WEBCAST:
www.ge.com/investor-relations

LOCATION:
GE Aviation,
502 Sweeten Creek
Industrial Park Road,
Asheville, North Carolina 28803

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 73 or on our proxy website


Want to submit a question for discussion at the annual meeting?

Please visit our proxy website at www.ge.com/proxy


VOTING Q&A

Who can vote? Shareowners as of our record date, February 27, 2017

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

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

Do you have an independent inspector of elections?
Yes, you can reach them at 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

How many votes are needed to approve a proposal? Majority of votes cast; abstentions & broker non-votes generally are not counted & have no effect

Where can I find out more information?
See “Voting & Meeting Information” on page 71

AGENDA

 

Elect the 18 directors named in the proxy for the coming year

 Your Board recommends a vote FOR each director nominee

read more on page 12

Approve our named executives’ compensation in advisory vote

 Your Board recommends a vote FOR this proposal

read more on page 30

Approve the frequency of future say-on-pay votes

 Your Board recommends a vote for ONE YEAR on this proposal

read more on page 30

Approve our amended 2007 Long-Term Incentive Plan

 Your Board recommends a vote FOR this proposal

read more on page 56

Approve the material terms of senior officer performance goals

 Your Board recommends a vote FOR this proposal

read more on page 61

Ratify the selection of KPMG as independent auditor for 2017

 Your Board recommends a vote FOR this proposal

read more on page 62

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

 Your Board recommends a vote AGAINST each proposal

read more on page 65

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


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.proxypush.com/GE

Use the Internet
at www.proxyvote.com

Call toll-free (US/Canada)
1-866-883-3382

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

Mail your signed proxy form

Mail your signed voting instruction form


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

www.ge.com/proxy

www.ge.com/annualreport

www.ge.com/ar2016/integrated-report



Proxy Overview — Annual Meeting
GE 2017 Proxy Statement
      11



Table of Contents

Governance

ELECTION OF DIRECTORS

What are you voting on?

At the 2017 annual meeting, 18 directors are to be elected to hold office until the 2018 annual meeting and until their successors have been elected and qualified.

All nominees are current GE Board members who were elected by shareowners at the 2016 annual meeting, except for Steven Mollenkopf, who was appointed to the Board in November 2016, and Risa Lavizzo-Mourey, whose Board service would commence upon her election at the annual meeting.

   

YOUR BOARD RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING DIRECTOR NOMINEES

Sébastien M. Bazin

       

W. Geoffrey Beattie

  DIRECTOR SINCE: 2016
AGE: 55
BIRTHPLACE:
FRANCE
INDEPENDENT
   DIRECTOR SINCE: 2009
AGE: 56
BIRTHPLACE:
CANADA
INDEPENDENT
 

Chairman and CEO, AccorHotels, 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
CEO, Europe Colony Capital, a private investment firm (1997–2013) Leadership, Investor, Industry/Operations
Group Managing Director, CEO and General Manager, Immobilière Hôtelière (1992–1997)
Began career in 1985 in U.S. finance sector, becoming Vice President, M&A, PaineWebber Finance
CURRENT PUBLIC COMPANY BOARDS
General Electric
AccorHotels
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
Chairman, Théâtre du Châtelet
EDUCATION
Sorbonne University
MA (Economics), Sorbonne University
* Directorship held in his capacity as CEO of AccorHotels. See “Limits on Director Service on Other Public Boards” on page 27 for more information.
PRIOR BUSINESS EXPERIENCE
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 (chairman of Governance Committee)
Acasta Enterprises, a special purpose acquisition corporation that has announced investments in consumer staples and commercial aviation finance businesses (Lead Director)
PAST PUBLIC COMPANY BOARDS
Thomson Reuters
OTHER POSITIONS
Chairman, Relay Ventures, a Canadian venture capital firm
Director, DBRS, a rating agency
EDUCATION
Law degree, University of Western Ontario



12       Governance — Election of Directors
GE 2017 Proxy Statement



Table of Contents

John J. Brennan        

Francisco D’Souza

       

Marijn E. Dekkers

   DIRECTOR SINCE: 2012
AGE: 62
BIRTHPLACE:
UNITED STATES
INDEPENDENT
   DIRECTOR SINCE: 2013
AGE: 48
BIRTHPLACE:
KENYA
INDEPENDENT
   DIRECTOR SINCE: 2012
AGE: 59
BIRTHPLACE:
NETHERLANDS
INDEPENDENT
 

Chairman, FINRA, Washington, DC, and Chairman Emeritus and senior advisor, The Vanguard Group, 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, Unilever, a multinational consumer goods company, Rotterdam, Netherlands and London, United Kingdom (since 2016) Leadership, Global

 
PRIOR BUSINESS EXPERIENCE
Chairman and CEO, Vanguard, a global investment management company (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), 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
American Express
LPL Financial Holdings
PAST PUBLIC COMPANY BOARDS
The Hanover Insurance Group
OTHER POSITIONS
Director, Guardian Life Insurance Company of America
Chairman, The Vanguard Charitable Endowment Program
Chair, Board of Trustees, University of Notre Dame
EDUCATION
Dartmouth College
MBA, Harvard University
PRIOR BUSINESS EXPERIENCE
President, Cognizant (2007–2012)
COO, Cognizant (2003–2006)
Co-founded Cognizant (1994)
Previously held various roles at Dun & Bradstreet
CURRENT PUBLIC COMPANY BOARDS
General Electric
Cognizant
OTHER POSITIONS
Board Co-Chair, New York Hall of Science
Trustee, Carnegie Mellon University
International Advisory Panel Member, Banco Santander
EDUCATION
University of Macau
MBA, Carnegie Mellon University
PRIOR BUSINESS EXPERIENCE
CEO, Bayer AG, a multinational life sciences company based in Germany (2010–2016) Leadership, Global, Industry/Operations, Technology, Talent Development
President and CEO, Thermo Electron Corporation, the world’s leading manufacturer of laboratory instruments (later renamed Thermo Fisher Scientific) (2002–2009) Leadership, Industry/ Operations, Technology
Previously worked at Allied Signal (subsequently Honeywell) and as a scientist at GE’s Global Research Center
CURRENT PUBLIC COMPANY BOARDS
General Electric
Unilever
PAST PUBLIC COMPANY BOARDS
Biogen Idec, a biotechnology company Industry, Technology
Thermo Fisher Scientific
EDUCATION
BS (chemistry), Radboud University of Nijmegen (Netherlands)
PhD (chemical engineering), University of Eindhoven (Netherlands)
 


Governance — Election of Directors
GE 2017 Proxy Statement
      13



Table of Contents

Peter B. Henry        

Susan J. Hockfield

       

Jeffrey R. Immelt

   DIRECTOR SINCE: 2016
AGE: 47
BIRTHPLACE:
JAMAICA
INDEPENDENT
   DIRECTOR SINCE: 2006
AGE: 65
BIRTHPLACE:
UNITED STATES
INDEPENDENT
   DIRECTOR SINCE: 2000
AGE: 61
BIRTHPLACE:
UNITED STATES
 

Ninth Dean and professor of economics & finance, NYU’s Stern School of Business,* New York, NY (since 2010) Leadership, Finance, Talent Development

President Emerita and professor of neuroscience, MIT (President Emerita since 2012; Professor since 2004), Cambridge, MA Technology, Industry/ Operations

Chairman and CEO, General Electric, Boston, MA (since 2001) Leadership, Global, Industry/Operations

 
PRIOR ACADEMIC 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
General Electric
Citigroup
PAST PUBLIC COMPANY BOARDS
Kraft Foods
OTHER POSITIONS
Board member & Vice Chair, Economic Club of New York
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
 
*Mr. Henry will retire as Dean at the end of 2017 but will continue to serve as a member of the Stern faculty.
PRIOR ACADEMIC EXPERIENCE
President, MIT, a leading research university (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
OTHER POSITIONS
Board member, Partners Healthcare, a large hospital operator Industry/Operations
Former co-chair, Advanced Manufacturing Partnership, a US Presidential manufacturing initiative Industry/Operations
Former member, Commission to Review the Effectiveness of the National Energy Laboratories, US Department of Energy Industry/Operations
President, American Association for the Advancement of Science
Member, American Academy of Arts & Sciences
Board member, Council on Foreign Relations
Member, MIT Corporation
Former Foundation Board member, World Economic Forum
EDUCATION
University of Rochester
PhD, Georgetown University (neuroscience concentration)
PRIOR BUSINESS EXPERIENCE
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
Member, U.S. Presidential committee on American manufacturing Government
Former chairman, U.S. Presidential Council on Jobs and Competitiveness Government
Former director, Federal Reserve Bank of New York, a government-organized financial and monetary policy organization
Former trustee, Dartmouth College
Member, American Academy of Arts & Sciences
EDUCATION
Dartmouth
MBA, Harvard University


14       Governance — Election of Directors
GE 2017 Proxy Statement



Table of Contents

Andrea Jung        

Robert W. Lane

       

Risa Lavizzo-Mourey

   DIRECTOR SINCE: 1998
AGE: 58
BIRTHPLACE:
CANADA
INDEPENDENT
   DIRECTOR SINCE: 2005
AGE: 67
BIRTHPLACE:
UNITED STATES
INDEPENDENT
   DIRECTOR SINCE:
NEW NOMINEE
AGE: 62
BIRTHPLACE:
UNITED STATES
INDEPENDENT
 

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/Operations, Talent Development

President and CEO, Robert Wood Johnson Foundation,* largest U.S. philanthropy organization dedicated to health, Princeton, NJ (since 2003) Leadership, Industry/Operations

 
PRIOR BUSINESS EXPERIENCE
Chairman and CEO, Avon Products, a global consumer products company with a large and complex 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
Former chairman, World Federation of Direct Selling Associations
EDUCATION
Princeton University
PRIOR BUSINESS EXPERIENCE
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
PRIOR BUSINESS EXPERIENCE
Senior Vice President, Robert Wood Johnson Foundation (2001–2003)
PRIOR ACADEMIC EXPERIENCE
Sylvan Eisman Professor of Medicine and Health Care Systems (1995–2001), Director, Institute on Aging (1994–2002), Chief of Geriatric Medicine (1986–1992), University of Pennsylvania Medical School Industry/Operations, Talent Development
PRIOR GOVERNMENT EXPERIENCE
Deputy Administrator, Agency for Health Care Research and Quality (1992–1994) Government
Co-Chair, White House Health Care Reform Task Force, Working Group on Quality of Care (1993–1994) Government
Advisory Committee Member, Task Force on Aging Research (1985–1992) Government
Advisory Committee Member, National Committee for Vital and Health Statistics (1988–1992) Government
Advisory Committee Member, President’s Advisory Commission on Consumer Protection and Quality in the Health Care Industry (1997–1998) Government
CURRENT PUBLIC COMPANY BOARDS
Hess, a global, independent energy company Industry/Operations
PAST PUBLIC COMPANY BOARDS
Genworth Financial
Beckman Coulter
OTHER POSITIONS
Trustee, Smithsonian Institution Board of Regents
Board of Fellows, Harvard Medical School
Member, National Academy of Medicine
EDUCATION
U. of Washington & SUNY Stony Brook
MD, Harvard Medical School
MBA, University of Pennsylvania
*Dr. Lavizzo-Mourey is expected to retire from the Foundation in the first half of 2017.


Governance — Election of Directors
GE 2017 Proxy Statement
      15



Table of Contents

Rochelle B. Lazarus        

Lowell C. McAdam

       

Steven M. Mollenkopf

   DIRECTOR SINCE: 2000
AGE: 69
BIRTHPLACE:
UNITED STATES
INDEPENDENT
   DIRECTOR SINCE: 2016
AGE: 62
BIRTHPLACE:
UNITED STATES
INDEPENDENT
     DIRECTOR SINCE: 2016
AGE: 48
BIRTHPLACE:
UNITED STATES
INDEPENDENT
 

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

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

CEO and director, Qualcomm, a multinational semiconductor and telecommunications equipment company, San Diego, CA (CEO since 2014, director since 2013) Leadership, Global, Technology, Finance

 
PRIOR BUSINESS EXPERIENCE
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 U.S. 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/Operations, Global
Merck, a global pharmaceutical company Industry/Operations
OTHER POSITIONS
Trustee, New York Presbyterian Hospital, a leading U.S. hospital Industry/Operations
Board of Governors, FINRA
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
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
General Electric
Verizon Communications
OTHER POSITIONS
Trustee, Cornell University
Chair, Cornell Tech Board of Overseers
EDUCATION
Cornell University
MBA, University of San Diego
PRIOR BUSINESS EXPERIENCE
CEO-elect and President, Qualcomm (2013–2014)
President and COO, Qualcomm (2011–2013)
Joined Qualcomm in 1994 as an engineer and held series of leadership positions in engineering and product management
Published author and holder of seven patents in the semiconductor and telecommunications fields
CURRENT PUBLIC COMPANY BOARDS
General Electric
Qualcomm
OTHER POSITIONS
Director, Global Semiconductor Alliance
Director, Semiconductor Industry Association
Engineering Advisory Council, University of Michigan
EDUCATION
Virginia Tech
MS (electrical engineering), University of Michigan


16       Governance — Election of Directors
GE 2017 Proxy Statement



Table of Contents

James J. Mulva        

James E. Rohr

       

Mary L. Schapiro

   DIRECTOR SINCE: 2008
AGE: 70
BIRTHPLACE:
UNITED STATES
INDEPENDENT
   DIRECTOR SINCE: 2013
AGE: 68
BIRTHPLACE:
UNITED STATES
INDEPENDENT
   DIRECTOR SINCE: 2013
AGE: 61
BIRTHPLACE:
UNITED STATES
INDEPENDENT
 

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

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

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

 
PRIOR BUSINESS EXPERIENCE
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 Global
PAST PUBLIC COMPANY BOARDS
Statoil, a leading oil and gas company based in Norway Industry/Operations, Global
OTHER POSITIONS
Chair, Board of Visitors, M.D. Anderson Cancer Center, a leading cancer center Industry/Operations
Former chairman, American Petroleum Institute
EDUCATION
University of Texas
MBA, University of Texas
PRIOR BUSINESS EXPERIENCE
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/Operations
Marathon Petroleum, a multinational oil company Industry/Operations
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 U.S. 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
PRIOR BUSINESS EXPERIENCE
Managing director and chairman of governance and markets practice, Promontory (2013–2014)
PRIOR REGULATORY EXPERIENCE
29th Chairman, SEC, U.S. agency that implements and 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, U.S. 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
Kraft Foods
OTHER POSITIONS
Vice chair, Sustainability Accounting Standards Board
Governing Board member, Center for Audit Quality
Senior advisor for governance and regulatory, Hudson Executive Capital
Advisory Board member, SpruceView Capital
Trustee, MITRE Corporation
EDUCATION
Franklin & Marshall College
JD, George Washington University


Governance — Election of Directors
GE 2017 Proxy Statement
      17



Table of Contents

James S. Tisch
    DIRECTOR SINCE: 2010
AGE: 64
BIRTHPLACE:
UNITED STATES
INDEPENDENT
 

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

 
CURRENT PUBLIC COMPANY BOARDS
General Electric
Loews and two of its subsidiaries, CNA Financial, a property and casualty insurance company, and Diamond Offshore Drilling (chairman), an offshore drilling contractor Industry/Operations
OTHER POSITIONS
Director, Mount Sinai Medical Center, a leading U.S. hospital Industry/Operations
Former director, Federal Reserve Bank of New York, a government-organized financial and monetary policy organization
Chairman, WNET (nonprofit)
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
 

Board Composition

How We Build a Board That Is Right for GE

We believe that GE benefits by fostering a mix of experienced directors with a deep understanding of the company’s industries and technologies and who bring fresh perspectives. The Governance & Public Affairs Committee (the Governance Committee) is charged with reviewing the composition of the Board and refreshing it as appropriate. With this in mind, the committee continuously reviews potential candidates and recommends nominees to the Board for approval.

Because GE is considered a very desirable Board, we are able to recruit exceptionally talented directors on an ongoing basis. In this regard, the committee has recruited 10 new directors to the Board over the past five years, including two new directors since the 2016 annual meeting.

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 can bring to the Board specific types of experience relevant to GE, as described below.

LEADERSHIP EXPERIENCE

   18/18 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

   13/18 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 57% of our revenues and 62% of our infrastructure orders came from outside the US in 2016.

 

FINANCE EXPERIENCE

   11/18 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.

 

INDUSTRY/OPERATIONS EXPERIENCE

   10/18 directors

We have sought directors with leadership and operational experience in the industries in which we compete. 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 10% and 15% of our revenues, respectively.

 

TALENT DEVELOPMENT EXPERIENCE

   9/18 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 are highly skilled in identifying talent.

 

TECHNOLOGY EXPERIENCE

   6/18 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.

 

INVESTOR EXPERIENCE

   5/18 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.



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RISK MANAGEMENT EXPERIENCE

   4/18 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. As the Board’s risk management focus shifts from financial services to industrial and product risk (as reflected in our committee structure changes), we expect to calibrate our future recruitment priorities accordingly.

GOVERNMENT EXPERIENCE

   4/18 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

   2/18 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 scale, 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. The Board does not have a formal diversity policy, but the Governance Committee takes into account a candidate’s ability to contribute to the cognitive diversity of backgrounds on the Board. To this end, we consider attributes such as 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 committee considers regulatory requirements affecting directors, including potential competitive restrictions. It also looks at other positions the director has held or holds (including other board memberships), and the Board reviews director independence.

CANDIDATE RECOMMENDATIONS. The committee considers all shareowner recommendations for director candidates. We evaluate them in the same manner as candidates suggested by other directors and candidates suggested by 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. Mollenkopf and Dr. Lavizzo-Mourey were initially recommended to the Governance Committee by a third-party search firm and an independent director, respectively.

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 81). The committee believes that the proposed size of the Board (18 directors), while large, is appropriate in view of the size of GE and the diversity and complexity of the businesses and markets in which we operate. The committee also expects to reduce the size of the Board as incumbent directors transition off the Board. For example, the committee expects that Andrea Jung (our longest-tenured director) will not be renominated in 2018 and that Shelly Lazarus (our next longest-tenured director) will not be renominated in 2019. Following these final transitions under the Board’s term limit policy, which we believe will ensure Board continuity, we do not expect that any other director will be allowed to serve on the Board for more than 15 years.

BOARD PRIORITIES
GOING FORWARD

Continuing to ensure a cognitively diverse Board, with the following priorities:

HOW YOU CAN RECOMMEND A CANDIDATE

Write to the Governance Committee, c/o Alex Dimitrief, Secretary, GE, at the address listed on the inside front cover of this proxy statement, and include all information that our by-laws require for director nominations. 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 18.


HOW WE REFRESH THE BOARD
Term limits. The Board has 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. Each year, the Board assesses its effectiveness through a process led by its lead director. See “How We Evaluate the Board’s Effectiveness” on page 23.

See the Board’s Governance Principles (see “Helpful Resources” on page 81) for more information on these policies.

DIRECTOR “MUST-HAVES”
 
Highest personal & professional ethics
Integrity & values
A passion for learning
Inquisitive & objective perspective
A sense of priorities & balance


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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 12) other than Mr. Immelt are independent, as were former directors James I. Cash, Jr., Robert J. Swieringa and Douglas A. Warner III 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, and in some ways 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 81), the Board considers all relevant facts and circumstances when making an independence determination.
   
—  

Applying the guidelines in 2016. In assessing director independence for 2016, the Board considered relevant transactions, relationships and arrangements, including relationships among Board members, their family members and the company. For details, see “Relationships and Transactions Considered for Director Independence” below.

COMMITTEE MEMBERS. All members of the Audit Committee, Management Development and Compensation Committee (the Compensation Committee), and Governance Committee must be independent, as defined by the Board’s Governance Principles. Some committee members must also meet additional standards:

—   Heightened standards for Audit Committee members. Under a separate SEC independence requirement, Audit Committee members may not accept any consulting, advisory or other fees from GE or any of its subsidiaries, except compensation for Board service.
   

Heightened standards for members of the Compensation and Governance Committees. As a policy matter, the Board also applies a separate, heightened independence standard to members of the Compensation and Governance Committees: no member of either committee may be a partner, member or principal of a law firm, accounting firm or investment banking firm that accepts consulting or advisory fees from GE or a subsidiary. In addition, in determining that 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 and Governance Committees as well as the Technology & Industrial Risk Committee (the Industrial Risk Committee) are independent and also satisfy any committee-specific independence requirements.



Relationships and Transactions Considered for Director Independence

GE Transaction & 2016 Magnitude
Director/
nominee
        Organization         Relationship         Sales to GE
<1% of other
company’s revenues
        Purchases from GE
<1% of other
company’s revenues
        Indebtedness
to GE
<1% of GE’s assets

Bazin

 

AccorHotels

 

Chair & CEO

 

N/A

 

D’Souza

Cognizant

 

CEO & director

 

N/A

McAdam

Verizon

Chair & CEO

N/A

Mollenkopf

 

Qualcomm

CEO & director

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


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Board Operations

AN INTRODUCTION TO HOW
OUR BOARD OPERATES

The Board is elected by shareowners to oversee management and assure that shareowners’ long-term interests are being served. Each year, there are eight regularly scheduled Board meetings to review and discuss GE’s performance and prospects as well as issues we face. A significant portion of the Board’s oversight responsibilities is carried out through its four independent committees.

WHAT’S CHANGED SINCE OUR
LAST PROXY STATEMENT?

Reflecting the substantial progress made on GE’s strategic shift away from financial services to focus on its industrial businesses, in December 2016 the Board eliminated the GE Capital Committee and shifted oversight responsibility for the continuing GE Capital businesses, including their risk appetite, to the Audit Committee.

COMMITTEE COMPOSITION

Independence. All committee members satisfy the NYSE’s and GE’s definitions of independent director.

Financial acumen. Ms. Shapiro and Messrs. Bazin, Beattie, Mulva and Rohr are “audit committee financial experts” (per SEC rules), and each of these directors, as well as Mr. Henry, are financially literate” (per NYSE rules).

COMMITTEE OPERATIONS

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

COMMITTEE RESPONSIBILITIES

The primary responsibilities of each committee are listed to the right. For more detail, see the committee charters and key practices on GE’s website (see “Helpful Resources” on page 81).

Full Board     Audit
      
 

A WORD FROM THE CHAIR & THE LEAD DIRECTOR, JEFF IMMELT & JACK BRENNAN

A WORD FROM THE CHAIR,
MARY SCHAPIRO

 

In 2016, the Board focused on portfolio changes, including the planned Baker Hughes combination and Digital and Additive investments. Other priorities included:

Alstom integration & GE Capital exit plan progress
Capital return vs. M&A/organic investment
Key GE initiatives (simplification, gross margins, cash conversion)

Purchase accounting related to the Alstom acquisition was a key focus for us in 2016. Other priorities included:

New revenue recognition standard
Financial reporting for GE’s planned combination with Baker Hughes
Resource planning for internal audit
Legacy Alstom compliance & investigative matters
 

17 MEETINGS IN 2016
(incl. 4 independent director meetings)

12 MEETINGS IN 2016

 

MEMBERS

MEMBERS

 

Bazin
Beattie
Brennan
D’Souza
Dekkers
Henry

Hockfield
Immelt
Jung
Lane
Lavizzo-Mourey*
Lazarus

McAdam
Mollenkopf
Mulva
Rohr
Schapiro
Tisch

Bazin
Beattie
Henry

Mulva
Rohr
Schapiro

 

KEY OVERSIGHT RESPONSIBILITIES

KEY OVERSIGHT RESPONSIBILITIES

 
Corporate strategy
Capital allocation
Business development
Risk management (except as delegated to the committees)
Independent auditor engagement
Financial reporting & accounting standards
Internal audit functions (Corporate Audit Staff & GE Capital Audit)
Disclosure & internal controls
Compliance & integrity programs
 

TYPICAL UPDATES AT EVERY MEETING

 
Operations (CFO)
Global growth (CEO of GGO)
Key businesses (rotates among business CEOs) & initiatives (e.g., Digital & simplification)
M&A (VP of Business Development)


*Effective upon her election at the annual meeting.



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Governance       Compensation       Industrial Risk
      
 
A WORD FROM THE CHAIR,
SHELLY LAZARUS
A WORD FROM THE CHAIR,
JACK BRENNAN
A WORD FROM THE CHAIRS,
MARIJN DEKKERS & SUSAN
HOCKFIELD
 

Refreshing the Board and recruiting new directors were key priorities in 2016. We also focused on:

Political/lobbying strategy after the U.S. Presidential transition
Board committee reorganization
Environmental, human rights & supply chain practices
Director compensation changes

An important item in 2016 was overseeing leadership transitions to support the company’s portfolio changes, such as the launch of GE Additive Manufacturing and the GE Capital exit. We also focused on:

2016–2018 LTPA program design
Planning for Baker Hughes
GE Digital compensation structure

During 2016, we focused on product risks and cybersecurity. Other priorities included overseeing:

Launch of GE Additive Manufacturing
Significant product launches (LEAP aircraft engine & H-class gas turbine)
Deepwater technologies
GE’s nuclear activities
Market risk
 

4 MEETINGS IN 2016

11 MEETINGS IN 2016

4 MEETINGS IN 2016

 

MEMBERS

MEMBERS

MEMBERS

 

Brennan

Lavizzo-Mourey*

Brennan

Lane

D’Souza

McAdam

Hockfield

Lazarus

Dekkers

Lazarus

Dekkers

Mollenkopf

Jung

Tisch

Jung

Rohr

Hockfield

Mulva

 
KEY OVERSIGHT RESPONSIBILITIES

KEY OVERSIGHT RESPONSIBILITIES

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
CEO & senior executive performance evaluations
CEO & senior executive compensation
Executive succession planning
Development & selection of senior management
Incentive compensation programs, including GE’s 2007 Long-Term Incentive Plan
Technology & product risk & strategy
Cybersecurity
Investments & initiatives in science, technology & software
Science & technology trends
R&D operations, including our Global Research Centers

*Dr. Lavizzo-Mourey is expected to join the Governance Committee effective upon her election at the annual meeting.

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Board Members Visit at Least Two
GE Businesses Per Year

GE PRACTICE. We encourage our directors to meet with GE senior managers throughout the company. To facilitate this contact, directors are expected to make at least two visits to GE businesses each year, typically unaccompanied by corporate management. Priority goes to those businesses identified as strategically important during the company’s annual financial and strategic planning sessions as well as any that were recently acquired or are a particular focus of risk oversight. These visits also serve as an important tool in the Board’s succession planning process for the CEO and the rest of the senior leadership team.


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. The interview focuses on:

Improving issue prioritization
Enhancing the quality of written materials and oral presentations
Assessing how Board matters from the past year could have been handled better
Identifying specific issues to be discussed in future Board meetings

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 81).

CHANGES MADE IN RESPONSE TO 2016 EVALUATIONS
In response to feedback received from our directors in 2016, the Board determined to:
Recalibrate its risk management focus by restructuring its committee structure (eliminating the GE Capital Committee and creating the Technology & Industrial Risk Committee) in light of the substantial progress made on the GE Capital exit plan;
Increase its focus on overseeing execution of the company’s digital industrial strategy; and
Continue its robust oversight of the Alstom integration.

 



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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. The Board periodically reviews its leadership structure to determine whether it remains appropriate for the company. We believe that our present structure allows our CEO to speak for and lead both GE and the Board and to focus the independent directors’ attention on the issues of greatest importance to the company and its shareowners. A strong independent lead director ensures effective and independent Board oversight.

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 the event of Mr. Brennan’s incapacity, the chair of the Governance Committee would serve as the lead director until the independent directors selected a new lead director.

THE LEAD DIRECTOR’S ROLE. The lead director focuses on optimizing the Board’s processes and ensuring that it is prioritizing the right matters. Specifically, the lead director has the following responsibilities (and may also perform other functions at the Board’s request), as detailed in the Board’s Governance Principles:

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/herself available for direct communication with our major shareowners
Board priorities — 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 LEADERSHIP STRUCTURE

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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How We Oversee & Manage Risk

For more information, see the “Risk Management” and “Risk Factors” sections in our 2016 annual report on Form 10-K.

Board Oversight

Management Oversight

Core Risk Focus Areas

PRODUCT
QUALITY
     CYBERSECURITY      LIQUIDITY      GLOBAL
COMPLIANCE &
INTEGRITY
      BUSINESS
INTEGRATIONS

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How We Get Feedback from Investors

We Have a Robust Investor Engagement Program

We conduct extensive governance reviews (i.e., assessing trends in global governance) and investor outreach throughout the year. This ensures that management and the Board understand and consider the issues that matter most to our shareowners so GE can address them effectively.

How the Board Receives Direct
Feedback from Major Institutional
Investors

STRATEGY AND BUSINESS MATTERS. 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.

GOVERNANCE AND COMPENSATION MATTERS. Beginning in 2016, the lead director regularly accompanies management on its governance-focused roadshow with select investors.

How We Incorporated Investor
Feedback Over the Past Year

For 2016, we sought feedback from investors on a number of issues, and the Board decided to:

Enhance our proxy disclosures, including providing more explanation for why we pay each element of compensation (see “Primary Compensation Elements for 2016” on page 31) and adding more disclosure around changes in our incentive compensation performance metrics and targets from the prior year (see “Aligning Pay with Performance” on page 6); and
Strengthen our director overboarding policy by adding a prohibition on our lead director serving as the lead director, chairman of the board or CEO of another public company (see “Limits on Director Service on Other Public Boards” on page 27).

OUR INVESTOR ENGAGEMENT PROGRAM



Investor Outreach and Our 2016
Say-On-Pay Vote

At our 2016 annual meeting, shareowners expressed a high level of support (94%) 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.

As part of its assessment of GE’s executive compensation programs, the Compensation Committee reviewed these voting results, evaluated investor feedback and considered other factors discussed in this proxy statement, including the alignment of our compensation program with the long-term interests of our shareowners and the relationship between risk-taking and the incentive compensation we 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 these comments or concerns can be found on GE’s website (see “Helpful Resources” on page 81).



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Other Governance Policies & Practices

Director Attendance at Meetings

The Board expects directors to attend all meetings of the Board and the committees on which the director serves as well as the annual shareowners meeting.

BOARD/COMMITTEE MEETINGS. In 2016, 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.

ANNUAL SHAREOWNERS MEETING. 13 out of 16 director nominees for 2016 attended the 2016 annual meeting.

Board Integrity Policies

CODE OF CONDUCT. All directors, officers and employees of GE must act ethically at all times and in accordance with GE’s code of conduct (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 posted on GE’s website (see “Helpful Resources” on page 81).

CONFLICTS OF INTEREST. All directors are required to recuse themselves from any discussion or decision affecting their personal, business or professional interests. If an actual or potential conflict of interest arises, the director is required to promptly inform the CEO and the lead director. The Governance Committee reviews any such conflict of interest. If any significant conflict cannot be resolved, the director involved is expected to resign.

Limits on Director Service on Other Public Boards

GE POLICY. As discussed in detail in the Board’s governance documents and summarized in the table below, the Board has adopted policies to ensure that all of our directors have sufficient time to devote to GE matters.

      Permitted # of public company boards
(including GE)
Public company CEOs   3
Other directors   5
 
Permitted # of public company
audit committees (including GE)
Audit Committee Chair   2
Audit Committee member   3
 
Other restrictions
Lead Director   Can’t serve as lead director, chairman
or CEO of another public company

HOW WE APPLIED TO TISCH. The Board determined to waive the first limitation for Mr. Tisch, who is CEO of Loews, because the three other public company boards on which he serves are all 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 over the past three years. Mr. Tisch serves on the boards of these subsidiaries and on the holding company’s board. Since Mr. Tisch’s responsibilities as a board member of these companies are integrally related to and subsumed within his role as CEO of Loews, the Board believes that this board service does not meaningfully increase his time commitments or fiduciary duties, as would be the case with service on unaffiliated public company boards.

HOW WE APPLIED TO BAZIN. Mr. Bazin serves on a total of three public company boards. However, he serves on two of the boards in connection with his role as CEO of AccorHotels. He serves on the boards of Accor and China Lodging Group, which have entered into a strategic alliance pursuant to which China Lodging Group is the master franchiser for Accor’s economy hotel business in China and owns a 29% stake in Accor’s luxury and upscale operating platform in China, and Accor owns an 11% stake in China Lodging Group.

Independent Oversight of Political Spending

The Governance Committee, composed solely of independent directors, oversees the company’s political spending and lobbying. This includes political and campaign contributions as well as any contributions to trade associations and other tax-exempt and similar organizations that may engage in political activity. As part of its oversight role in public policy and corporate social responsibility, the committee is responsible for the following:

Policy oversight. A yearly review of GE’s political spending policies and lobbying practices.
Budget oversight. Approval of GE’s annual budget for political activities and a semi-annual review of how it is being spent.
Reporting. Issuance of a yearly report on the company’s political spending, which is available on our Sustainability website (see “Helpful Resources” on page 81).

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

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 81, and you can receive copies upon request.




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Related Person Transactions

HOW WE REVIEW AND APPROVE TRANSACTIONS. We review all relationships and transactions in which the company and our directors and executive officers or their immediate family members participate if the amount involved exceeds $120,000. The purpose of this review is to determine whether they have a material interest in the transaction, including an indirect interest. The company’s legal staff is primarily responsible for making these determinations based on the facts and circumstances, and for developing and implementing processes and controls for obtaining information about these transactions from directors and executive officers. As SEC rules require, we disclose in this proxy statement all such transactions that are determined to be directly or indirectly material to a related person. In addition, the Governance Committee reviews and approves or ratifies any such related person transaction. As described in the committee’s Key Practices, which are available on GE’s website (see “Helpful Resources” on page 81), in the course of reviewing and approving or ratifying a disclosable related person transaction, the committee considers the factors in the box to the right.

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

TRANSACTIONS FOR 2016. There were no related person transactions for 2016.



Stock Ownership Information

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 (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 2016 REPORTS. Based solely on a review of the reports filed for fiscal 2016 and related written representations, 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 4 to report a lapse of RSU restrictions for Susan Peters and one transaction that should have been included on Form 3 to report RSU holdings for David Joyce were inadvertently filed late due to 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, 2016, 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 6,164
W. Geoffrey Beattie 60,743 175,012
John J. Brennan 25,000 84,478
Francisco D’Souza 36,500 77,038
Marijn E. Dekkers 21,000 53,209
Peter B. Henry 0 4,619
Susan J. Hockfield 0 81,971
Andrea Jung 7,519 147,812
Robert W. Lane 14,500 152,309
Risa Lavizzo-Mourey 15,000 15,000
Rochelle B. Lazarus 38,372 241,752
Lowell C. McAdam 1,600 7,255
Steven M. Mollenkopf 0 1,085
James J. Mulva 4,105 137,348
James E. Rohr 30,000 52,753
Mary L. Schapiro 7,100 36,154
James S. Tisch 440,000 515,781
Total   701,439 1,789,740
 
Common Stock
Named Executives Stock Options Total
Jeffrey R. Immelt 2,221,434 1,100,000 5,378,290
Jeffrey S. Bornstein 102,290 3,309,000 4,884,515
Elizabeth J. Comstock 203,721 1,881,800 3,241,010
David L. Joyce 366,642 4,339,000 5,204,269
John G. Rice 586,062 5,765,000 6,926,914
Keith S. Sherin 265,085 5,765,000 6,294,830
Total 3,745,234 22,159,800 31,929,828
 
Current Directors & Executives Common Stock Total
As a group (24 people) 23,619,763 31,427,979
 
5% Beneficial Owners Common Stock
BlackRock, Inc. 504,192,300
The Vanguard Group 581,182,624
Total 1,085,374,924

PERCENTAGE OWNERSHIP

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

BlackRock and Vanguard own 5.8% and 6.6%, 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 is 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 subcolumn). For Mr. Immelt, this column also includes 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 cannot be converted into shares of GE common stock within 60 days, including, as appropriate, PSUs, RSUs, DSUs, deferred compensation accounted for as units of GE stock, and stock options. As described under “Director Compensation” on page 53, directors must hold the DSUs included in this column until one year after leaving the Board. For Mr. Immelt, this column also includes 565,000 PSUs for which the performance goals had been met, but that had not settled within 60 days of December 31, 2016.

COMMON STOCK & TOTAL. Both columns include the following shares over which the named individual has shared voting and investment power through family trusts or other accounts: Beattie (16,035), Dekkers (20,000), Jung (69), Lazarus (8,000), McAdam (1,600), Mulva (4,030), Rohr (30,000) and Tisch (440,000).

CURRENT DIRECTORS & EXECUTIVES. These columns show ownership by our current directors and executive officers (therefore excluding any shares owned by Dr. Lavizzo-Mourey or Mr. Sherin). This row includes: (1) 19,143,800 shares that may be acquired under stock options that are or will become exercisable within 60 days, (2) 10,967 RSUs that vested within 60 days, (3) 559,733 shares over which there is shared voting and investment power, and (4) 60,000 shares over which there is sole voting power but no investment power. Current directors and executive officers as a group do not own more than 1% of the total outstanding shares.

5% BENEFICIAL OWNERS. This column shows 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:

(# of shares)       BlackRock       Vanguard
Sole voting power 428,051,546 14,047,785
Shared voting power 56,787 1,656,316
Sole investment power 504,135,513 565,607,461
Shared investment power 56,787 15,575,163

The foregoing information is based solely on a Schedule 13G/A filed by BlackRock with the SEC on January 24, 2017, and a Schedule 13G/A filed by Vanguard with the SEC on February 13, 2017, as applicable.



Governance — Stock Ownership Information
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Compensation

Management Proposal Nos. 1 & 2

ADVISORY APPROVAL OF OUR NAMED EXECUTIVES’ PAY & FREQUENCY OF FUTURE VOTES

What are you voting on?

In accordance with Section 14A of the Exchange Act, we are asking shareowners to vote on an advisory basis on:

Say on pay. Approval of the compensation paid to our named executives, as described in this proxy statement (Management Proposal No. 1).
Say on frequency. Approval of the frequency of future say-on-pay votes (Management Proposal No. 2). Shareowners are not voting to approve the Board’s recommendation, but rather will be able to specify whether future votes should occur every one year, two years or three years.

Why the Board recommends a vote FOR the say-on-pay proposal. The Board believes that our compensation policies and practices are effective in achieving the 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.
Motivating executives to remain with us for long and productive careers.

Why the Board recommends holding future say-on-pay votes EVERY YEAR. We have engaged shareowners on this issue and, based on their feedback, we believe that a significant portion of our investors would prefer an annual say-on-pay vote. Under the Board’s policy of providing for annual votes, the next say-on-pay vote will occur at our 2018 annual meeting.

Impact of the votes. These advisory proposals are 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.

  YOUR BOARD RECOMMENDS A VOTE FOR THE SAY-ON-PAY PROPOSAL AND FOR HOLDING FUTURE SAY-ON-PAY VOTES EVERY YEAR

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), Beth Comstock (Vice Chair & CEO of Business Innovations), David Joyce (Vice Chair & CEO of Aviation), John Rice (Vice Chair & CEO of our Global Growth Organization) and Keith Sherin (Former Vice Chair & CEO of GE Capital) — our executive compensation programs apply broadly across GE’s employee ranks. For example, approximately 120,000 employees participate in an annual bonus program, more than 5,000 executives receive equity incentives, and approximately 1,000 senior executives participate in our long-term performance award (LTPA) 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 peers in the relevant 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 LTPA programs have paid out at less than 105% of target performance, with payouts ranging between 71% and 104%.

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, with an emphasis on 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, sustainability-focused measures (including 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’ performance 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 also 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- and sustainability-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 Risk” on page 25 for more information.

Primary Compensation Elements for 2016

Salary Bonus LTPAs PSUs Options RSUs
Who receives All named executives All named executives except CEO
When
granted
Reviewed every
18 mos.
Annually in February or March for prior year Generally every 3 years (current cycle 2016–2018) 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 before payout
Formulaic; depends on stock price on exercise/vest date
Most recent
performance
measures
N/A 4–5 financial metrics & strategic goals 5 financial metrics 2 financial metrics & relative TSR modifier Stock price appreciation
What is
incentivized
Balance against excessive risk taking Deliver on annual investor framework Deliver on long-term investor framework Outperform
peers
Increase stock price Balance against excessive risk taking

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How Our Incentive Compensation Plans Paid Out for 2016

This section provides an overview of how GE performed against the goals established under its 2016 annual bonus program and the 2013–2016 PSUs and 2014–2016 PSUs. See “Compensation Actions for 2016” on page 35 for amounts paid to the named executives under these programs as well as how we assessed their individual performance. See “Long-Term Performance Awards (LTPAs)” on page 40 for information on our 2016–2018 LTPAs.

2016 Annual Bonuses

BONUS POOL FUNDED AT 80%. We granted bonuses to our named executives under a recently 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.

 
* Non-GAAP financial measures. For information on how these metrics are calculated, see “Explanation of Non-GAAP Financial Measures and Performance Metrics” on page 52.
** Percentages may not add due to rounding.
*** Also can be calculated as adjusted Industrial revenues less adjusted Industrial costs. Excludes non-operating pension costs, restructuring & other charges, and gains.
**** Also can be calculated as (adjusted Industrial revenues less adjusted Industrial costs)/(adjusted Industrial revenues). Excludes non-operating pension costs, restructuring & other charges, and gains.

NO ADJUSTMENTS TO FINANCIAL PERFORMANCE METRICS. Although the Compensation Committee had the authority under the terms of the bonus program to adjust the financial performance metrics, it did not make any such adjustments for 2016 (i.e., they were calculated the same way GE reported them for financial reporting purposes).

HOW WE PERFORMED AGAINST OUR
STRATEGIC GOALS

EXECUTE ON PORTFOLIO TRANSFORMATION. In 2016, GE aggressively executed on its Alstom integration, with cost synergies ahead of plan and Alstom contributing $0.05 to GE’s earnings per share (excluding foreign exchange impact). The company also capitalized on the oil and gas cycle, planning a combination with Baker Hughes to create a digitized, fullstream oil and gas company (subject to customary closing conditions). GE made strategic investments to recapture supply chain value and grow the company’s Digital and Additive businesses. The company also continued simplifying the portfolio, announcing plans to sell Water and Industrial Solutions and making substantial progress on the GE Capital exit plan (signing deals for 96% of the planned asset sales as of 2016 year-end and terminating GE Capital’s designation as a nonbank SIFI).

MAINTAIN BALANCED CAPITAL ALLOCATION STRATEGY. GE executed on a balanced capital allocation strategy in 2016, returning $30.5 billion to investors ($8.5 billion in dividends and $22.0 billion in buyback), which exceeded our investor framework target of approximately $26 billion. The company also made $8.9 billion in organic investments (capital expenditures including

R&D, P&E and Digital) and invested $2.3 billion on M&A to support GE’s long-term growth.

IMPROVE CHALLENGED GE BUSINESSES. Healthcare had an excellent year, turning around business declines in 2015 to increase segment profit 10% to $3.2 billion and operating margins 100 basis points to 17.3% in 2016, driven by productivity improvements and strong growth in Life Sciences. Oil & Gas experienced continued market pressure from depressed oil prices, but has taken advantage of the cycle by planning a combination with Baker Hughes and reducing costs by $700 million while restructuring the business. Energy Connections & Lighting had a tough year, but is working to integrate Alstom’s grid business and restructure to position the business for growth in 2017.

ACCELERATE DIGITAL INDUSTRIAL. The company made significant progress in building out its digital capability in 2016, ending the year with $4 billion Predix-powered and software orders (up 22% year-over-year). GE invested more than $1 billion to acquire ServiceMax, BitStew, Wise.io and Meridium. The company also continued to expand Predix, GE’s software platform for the Industrial Internet, which, at the end of 2016, had approximately 22,000 developers and more than 400 partners.



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LOWER PRODUCT COSTS. Industrial segment gross margins increased by 40 basis points in 2016 to 27.8% (excluding Alstom).* GE continued to execute on its product cost reduction initiative through investments in additive manufacturing (Concept Laser and Arcam acquisitions) and backwards integration of the supply chain (planned LM Wind Power acquisition). The company also captured $0.9 billion in sourcing value through deflation.

REALIZE GE STORE OUTCOMES. Industrial segment organic revenue growth (adjusted to include Alstom for November and December of both 2015 and 2016) of 1%* for 2016 missed our investor framework of 2–4%, and Industrial operating margins (excluding Alstom) were down 30 basis points* (also below target). Industrial return on total capital was down 150 basis points.* However, the company continued to intensify its focus on demonstrating the value of the GE Store (a global exchange of technology, talent and expertise through GE’s broad and diverse network of businesses and markets). GE’s industrial segment revenues from growth markets were $45 billion (up 6%) while growth market infrastructure orders were $47 billion (flat year-over-year). Industrial segment revenues from services were $52 billion (up 9%). Backlog increased by $6 billion to a record $321 billion as of year-end. GE Capital enabled (through financing or arranging financing) more than $13 billion of industrial orders.

The company also continued to improve new product introduction efficiency while executing on significant product launches.

MANAGE ENTERPRISE RISK AND CULTURE. The company continued to focus on managing critical enterprise risks, including liquidity (maintaining a strong balance sheet, ending 2016 with $48.1 billion in cash and equivalents, including $10.5 billion at the parent level), product quality (reformulating the Board committees to focus on industrial risk), cybersecurity (continuing to expand capabilities), and compliance and business integrations (with a keen focus on Alstom). GE also focused on accelerating its digital industrial cultural transformation with the roll-out of its performance development tool and sending key leaders to its global leadership institute (~28% of salaried employees attended Crotonville in 2016).

The Compensation Committee assessed GE’s performance on its strategic goals at 95% instead of 100% because, although the company overall had a good year, GE missed some of its key investor goals (organic revenue growth and margin expansion) and some key businesses, including Power, Oil & Gas and Energy Connections, experienced challenging business environments.

*Non-GAAP financial measure. See page 52.



HOW WE EVALUATED BUSINESS PERFORMANCE AND ALLOCATED THE BONUS POOL
 
Business       Executive       Performance Assessment       Business
Funding as %
of target*

Corporate

Immelt
Bornstein

Financial. Same goals described above for GE’s overall bonus pool funding.
Strategic. Same goals described above for GE’s overall bonus pool funding.

80%

Business
Innovations

Comstock

Financial. Current had $1.1 billion of revenues, but Current & Lighting did not meet its operating plan with a $56 million loss and negative free cash flow. The corporate marketing and commercial functions and GE Ventures managed their costs lower, ahead of plan.
Strategic. Business Innovations continued to transform Lighting, digitize sales and marketing operations, scale GE Ventures, and strengthen the company’s brand, focusing on the digital industrial narrative and positioning the company externally as a technology leader.

66%**

Aviation

Joyce

Financial. Aviation’s profits were $6.1 billion with an operating margin of 23.3%, both of which exceeded the operating plan. Aviation’s free cash flow and gross margin fell short of the plan.
Strategic. Aviation executed on the launch of its LEAP engine, shipping 77 units in 2016 and accelerating program cost-out, digitized its services business, positioned the Military Engines business for future growth, and led product safety and reliability initiatives.

89%

Global Growth
Organization
(GGO)

Rice

Financial. GGO brought in $69.2 billion of non-U.S. orders, including $15.6 billion from Alstom, which was short of the operating plan. GGO met its financing and sourcing goals for the year.
Strategic. GGO continued building out local capabilities through in-country investments and strengthening its leadership ranks, supporting the businesses with key growth market wins, growing its project finance capabilities and making progress on integrating Alstom.

75%***

Capital

Sherin

Financial. GE Capital earned $1.9 billion (Verticals),**** paid dividends of $20.1 billion to GE and closed sales of $86.4 billion of ENI, all of which exceeded the operating plan.
Strategic. GE Capital made substantial progress on the exit plan, completing 96% of the planned asset sale signings as of the end of 2016 and being de-designated as a nonbank SIFI, while positioning the business to support growth in our industrial businesses.

94%

 
* Reflects negative 20% adjustment to each business’ funding percentage based on the 80% funding for the bonus pool. Business funding percentages, determined based on each business’ achievement of its financial and strategic goals, are adjusted upward or downward to reflect overall GE bonus pool funding.
** Reflects blended funding percentage based 1/3 on Lighting’s funding (37%) and 2/3 on Corporate’s funding (80%).
*** Reflects blended funding percentage based 1/2 on GGO’s funding (69%) and 1/2 on Corporate’s funding (80%).
**** Non-GAAP financial measure. See page 52.

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HOW THE BONUS PROGRAM WORKS. We pay cash bonuses to our named executives each February or March for the prior year under a program designed to closely align incentive compensation and annual company results. Here’s how the plan works:

What When How 2016 result
STEP 1 DETERMINE PARTICIPANTS & SET TARGET BONUSES Beginning of the year or upon hiring/promotion
All executive-level employees & above eligible to participate
Target bonus is % of salary based on level of seniority … for VP+ employees target = 100% of salary*
Named executives’ target bonus same as 2015
                 

STEP 2

ESTABLISH PERFORMANCE GOALS
Select performance metrics & set targeted performance levels for:
the company … funds the bonus pool (step 4)
GE’s businesses … allocates the pool (step 5)
individuals … determines individual performance adjustments (step 6)

Beginning of the year

Aligned to yearly operating framework disclosed to investors each December at GE’s annual outlook meeting

See “2016 Annual Bonuses” on page 32

                 

STEP 3

CALCULATE TARGET GE BONUS POOL

Beginning of the year & adjusted throughout to reflect employee population changes

Sum of the aggregate amount of target bonuses established in Step 1

N/A

                 

STEP 4

FUND GE BONUS POOL
Adjust target bonus pool down or up (with a cap of 125% of target)

End of the year

Formulaic, based on GE’s performance against target performance levels for financial goals (75%) & the committee’s view of GE’s performance on its strategic goals (25%)

Bonus pool funded at 80% (vs. 103% for 2015)

                 

STEP 5

ALLOCATE POOL TO BUSINESSES & CORPORATE
Divide GE bonus pool among each of our businesses & Corporate … expressed as a funding % & can be higher/lower than 100%**

End of the year

First, assess business performance … based on the CEO’s view of the business’ performance against financial goals (50%) & strategic goals (50%)**
Second, adjusted business funding % … based on bonus pool funding & ensures “sum of the parts” doesn’t exceed overall pool

Business funding percentages ranged from 37–94% (after adjusting for bonus pool funding)

                 

STEP 6

DETERMINE INDIVIDUAL BONUSES
Adjust bonuses upward or downward from target (see Step 1) to reflect GE, business & individual performance

After year-end

60% formulaic, based on funding % for the named executives’ business
40% subjective, based on individual performance

Named executive bonuses ranged from $1.2–4.3 million

 
* As part of the transition from the prior bonus program (in effect before 2015), 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 (until such time as their salaries increase to the point where their target bonus is consistent with their seniority level).
** The amount allocated to Corporate typically reflects the overall bonus pool funding percentage, but may be adjusted, depending on the amount allocated to the businesses.

2013 & 2014 PSU Grants

2013 PSUs PAY OUT AT 100% AND 2014 PSUs PAY OUT AT 83%. In February 2017, Mr. Immelt earned 100% of the PSUs granted to him in 2013 and 83% of the PSUs granted to him in 2014. The remaining PSUs from the 2014 grant were forfeited because of the negative adjustment from the TSR modifier. (The table below is specific to Mr. Immelt as we did not start granting PSUs to the full senior leadership team until 2015.)

PERFORMANCE METRICS 2013–2016 PSUs 2014–2016 PSUs

Total cash (cumulative)

Industrial segment
operating margin (2016)

Relative TSR vs. S&P 500
(cumulative)

PAYOUTS
Number earned/granted 400,000 / 400,000 165,000** / 200,000
Grant date fair value $7.8 million $3.7 million
Value earned*** $11.9 million $4.9 million
Value forfeited*** $0 $1.0 million
 
* Difference between 2013 and 2014 grants is due to a different calculation of operating margin specified in the grant terms. For the 2013 grant, the calculation excludes Alstom, and for the 2014 grant, it excludes both Alstom and Appliances (the sale of which was contemplated at the time of the 2014 grant but not the 2013 grant).
** Represents a 17.5% negative adjustment (based on TSR) from the 200,000 PSUs otherwise earned (based on total cash and operating margin).
*** Based on the closing price of GE stock on February 10, 2017, the date the Compensation Committee certified the achievement of the performance conditions.

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Compensation Actions for 2016

CEO Compensation Aligns With Performance

Jeff Immelt

CHAIRMAN & CEO

AGE: 61
EDUCATION: DARTMOUTH; MBA, HARVARD
GE TENURE: 35 YEARS

   

PERFORMANCE. As the Chairman & CEO, Mr. Immelt plays a critical role in delivering on the performance framework for the company’s annual bonus program and, as such, his performance goals were the same as the financial and strategic goals used to fund the 2016 bonus pool (see “2016 Annual Bonuses” on page 32). The Compensation Committee believes that Mr. Immelt performed well in a challenging environment.

PAY. In light of his performance, the Compensation Committee awarded Mr. Immelt a $4.3 million cash bonus, 80% of target (same as the company’s bonus pool funding). In addition, the committee granted Mr. Immelt an equity award with a grant date fair value of $6.8 million (down 26% from $9.2 million in 2015), weighted 2/3 PSUs (200k granted) and 1/3 stock options (600k granted). Mr. Immelt’s base salary remained flat at $3.8 million (and has been increased only twice since 2005).



CEO Compensation Analysis

($ in millions) 2015 2016 Year-over-
Year Change
Main Drivers

Adjusted SEC total
compensation (excludes
change in pension value)

     

$26.8

     

$18.0

     

Down 33%

     
79% lower LTPA payment as 2015 was the final year of the previous LTPA program & 61% of the total 3-year payout was reflected in that year
26% lower accounting value for equity awards, reflecting a ~5% decline in GE’s stock price between the 2015 & 2016 grant dates
20% lower bonus as Mr. Immelt received 100% of his target bonus in 2015

SEC total compensation

$33.0

$21.3

Down 35%

Drivers discussed above
45% lower change in pension value, due in part to Mr. Immelt’s lower bonus payment and being over age 60

Realized compensation
(W-2 income)

$10.0

$27.5

Up 174%

3-year LTPA payout reported as 2016 income (vs. $0 in 2015)

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 2016, 71% 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.

Over the past five years, GE’s earnings have ranked 10–16th in the S&P 500, while Mr. Immelt’s compensation has ranked 21st–169th among S&P 500 CEOs.**

*

Represents the sum of the amounts reported in the Bonus, PSUs & RSUs, Stock Options and LTPAs columns as a percentage of total compensation minus change in pension value.

**

Earnings reflects reported net earnings, except for 2015 and 2016, which reflect Industrial operating + Verticals earnings in light of the GE Capital exit plan charges (based on Bloomberg data). Compensation data is through 2015 (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 approximately 1.2 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 those withheld to pay option exercise prices and taxes on such awards). See “Stock Ownership Information” on page 28 for more information on Mr. Immelt’s ownership of GE stock.

CEO PAY ADJUSTMENTS OVER THE LAST 10 YEARS

8 out of 10 years
Without a salary increase

     

$11.7M
Value of earned 2006–2008 LTPA payment waived

 

Twice
Mr. Immelt requested (and the committee approved) that he not receive a bonus

2.4M+
PSUs and options canceled because of the rigor of the performance targets



Compensation — Compensation Actions for 2016
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Compensation for Our Other Named Executives
   

Jeff
Bornstein

AGE: 51
EDUCATION:
NORTHEASTERN
GE TENURE:
28 YEARS

     

CURRENT AND PRIOR ROLES
CFO, GE (since 2013) and senior vice president; previously CFO of 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 $30.5 billion to investors) and leadership of key initiatives to reduce costs and improve cash conversion

     

COMPENSATION DECISIONS FOR 2016

Base salary — increased by 11% to $1.775 million, effective July 2016, after an 18-month interval since his last salary increase that is standard for GE’s named executives
Cash bonus — $1.9 million, 80% of $2.4 million target (same as Corporate’s 80% funding)
Equity grant — $2.3 million grant date fair value (same as the vice chairs), divided evenly among PSUs, RSUs and options
 

Beth
Comstock

AGE: 56
EDUCATION:
WILLIAM & MARY
GE TENURE:
24 YEARS

CURRENT AND PRIOR ROLES
CEO, Business Innovations (since 2015) and vice chair; previously chief marketing and commercial officer; president of integrated media at NBC Universal

PERFORMANCE ASSESSMENT
The committee recognized Ms. Comstock’s contribution toward the overall GE and Business Innovations goals for the annual bonus program as well as her leadership in accelerating the company’s simplification initiative by driving a more entrepreneurial culture through FastWorks

COMPENSATION DECISIONS FOR 2016

Base salary — remained flat at $1.5 million, with her last salary increase effective September 2015
Cash bonus — $1.2 million, 66% of $1.9 million target (equal to Lighting/Corporate’s blended funding of 37/80%, with Corporate weighted 2/3)
Equity grant — $2.3 million grant date fair value (same as the other vice chairs), divided evenly among PSUs, RSUs and options
Special retention grant — 150k RSUs for retention
 

David Joyce

AGE: 60
EDUCATION: MICHIGAN STATE;
MA FINANCE,
XAVIER
GE TENURE:
37 YEARS

CURRENT AND PRIOR ROLES
President & CEO, Aviation (since 2008) and vice chair, leading GE Additive; previously vice president and general manager of commercial engines and held other GM positions within Aviation

PERFORMANCE ASSESSMENT
The committee recognized Mr. Joyce’s contribution toward the overall GE and Aviation goals for the annual bonus program as well as his leadership in launching GE’s new additive manufacturing business and acquiring Arcam and Concept Laser

COMPENSATION DECISIONS FOR 2016

Base salary — increased by 8% to $1.3 million, effective March 2016, after an 18-month interval since his last salary increase that is standard for GE’s named executives; subsequently increased by 12% to $1.45 million, effective September 2016, upon his promotion to vice chair
Cash bonus — $1.4 million, 89% of $1.6 million target (same as Aviation’s 89% funding), plus $100,000 for extraordinary performance at Aviation and with GE Additive
Equity grant — $2.3 million grant date fair value (same as the other vice chairs), divided evenly among PSUs, RSUs and options
Special retention grant — 150k RSUs for retention
 

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John Rice

AGE: 60
EDUCATION:
HAMILTON
GE TENURE:
39 YEARS

     

CURRENT AND PRIOR ROLES
President & CEO, Global Growth Organization (since 2010) and vice chair; previously CEO of 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 building out the company’s project finance capabilities and partnering with export credit agencies to help finance key infrastructure projects

     

COMPENSATION DECISIONS FOR 2016

Base salary — increased by 7% to $2.8 million, effective January 1, 2017, after an 18-month interval since his last salary increase that is standard for GE’s named executives
Cash bonus — $3.3 million, 75% of $4.4 million target (equal to GGO/Corporate’s blended funding of 69/80%, each weighted 1/2)
Equity grant — $2.3 million grant date fair value (same as the other vice chairs), divided evenly among PSUs, RSUs and options
 

Keith Sherin

AGE: 58
EDUCATION:
NOTRE DAME;
MBA, COLUMBIA
GE TENURE:
36 YEARS

CURRENT AND PRIOR ROLES
Former Chairman & CEO, GE Capital and vice chair (retired December 31, 2016); 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 2016

Base salary — increased by 6% to $2.65 million, effective July 1, 2016, after an 18-month interval since his last salary increase that is standard for GE’s named executives
Cash bonus — $3.8 million, 94% of $4.0 million target (same as GE Capital’s 94% funding)
Equity grant — did not receive an equity grant in light of his planned retirement
 

Realized Compensation

The SEC’s calculation of total compensation, as shown in the Summary Compensation Table on page 38, 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 below shows compensation actually realized by the named executives, as reported on their IRS W-2 forms. These amounts are not a substitute for the amounts reported as SEC total compensation. Information on how realized compensation is calculated can be found in the supplemental materials on GE’s proxy website (see “Helpful Resources” on page 81).

Realized Compensation
Name       2014       2015       2016
Immelt $9,560,031 $10,028,885 $27,466,598
Bornstein $4,271,938   $5,266,094 $13,638,042
Comstock* - -   $9,348,124
Joyce*   - - $12,561,316
Rice $9,409,173 $9,671,232 $19,154,417
Sherin $6,460,460 $6,947,307 $19,791,210

*

Under applicable SEC rules, we have excluded Ms. Comstock’s and Mr. Joyce’s compensation for 2014 and 2015 as they were not named executives during those years.

2016 VS. 2015 AMOUNTS. The increase in realized compensation from 2015 to 2016 is due primarily to the payout in early 2016 of LTPAs earned over the three-year performance period from 2013 to 2015. On average, these payouts comprised 45% of the named executives’ realized compensation in 2016.



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Summary Compensation

Summary Compensation Table

Name &
Principal Position
Year Salary Bonus PSUs &
RSUs
Stock
Options
LTPAs Pension &
Deferred
Comp.
All Other
Comp.
SEC Total Adjusted
SEC Total**
Jeff Immelt 2016 $3,800,000 $4,320,000 $4,673,098 $2,142,000 $1,624,000 $3,580,288 $1,185,138 $21,324,524 $17,962,122
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 $26,831,472
2014 $3,750,000 $5,400,000 $3,676,157 $2,565,000 $2,484,000 $18,568,983 $806,634 $37,250,774 $18,855,141
Jeff Bornstein 2016 $1,687,500 $1,920,000 $1,532,431 $750,000 $739,000 $2,882,201 $394,601 $9,905,733 $7,081,503
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 $11,497,856
2014 $1,450,000 $2,400,000 $2,585,000 $2,893,000 $1,080,000 $5,661,859 $180,850 $16,250,709 $10,635,919
Beth Comstock* 2016 $1,500,000 $1,248,000 $6,210,931 $750,000 $549,600 $2,045,801 $175,054 $12,479,386 $10,459,690
Vice Chair  
David Joyce* 2016 $1,333,333 $1,524,000 $6,212,431 $750,000 $0 $2,523,853 $239,240 $12,582,857 $10,059,004
Vice Chair  
John Rice 2016 $2,625,000 $3,278,000 $1,532,431 $750,000 $1,180,600 $4,184,304 $1,611,666 $15,162,001 $11,212,853
Vice Chair 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 $18,554,554
2014 $2,450,000 $4,400,000 $0 $3,419,000 $1,849,500 $13,216,460 $2,860,207 $28,195,167 $15,169,747
Keith Sherin 2016 $2,575,000 $3,784,000 $6,965,400 $2,486,860 $1,286,800 $12,890,425 $362,291 $30,350,776 $17,609,982
Former Vice Chair 2015 $2,500,000 $5,232,500 $2,991,242 $1,185,600 $6,750,550 $6,953,331 $292,836 $25,906,059 $19,087,703
2014 $2,300,000 $4,025,000 $0 $3,419,000 $1,761,750 $12,982,498 $260,151 $24,748,399 $11,887,684
*

Under applicable SEC rules, we have excluded Ms. Comstock’s and Mr. Joyce’s compensation for 2014 and 2015 as they were not named executives during those years.

**

For a description of the amounts reported in the Adjusted SEC Total column, see “Adjusted SEC Total” on page 40.


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 or her salary to the GE Retirement Savings Plan (RSP), the company’s 401(k) savings plan.

BONUS. Amounts earned under our annual cash bonus program. See “How the Bonus Program Works” on page 34 for additional information.

PSUs & RSUs. Aggregate grant date fair value of stock awards in the form 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 2016” on page 35, Mr. Immelt earned 100% of the PSUs granted to him in 2013, but only 83% of the PSUs granted to him in 2014. Although any PSUs not earned by Mr. Immelt are canceled, GE does not adjust the related amounts previously reported as compensation in the year of the PSU award to reflect the cancellation (in this case, $0.6 million reported as compensation for him in 2014).

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 2016 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 $5,224,500 for Mr. Immelt and $779,547 for the other named executives. See the Long-Term Incentive Compensation Table on

page 42 for additional information, including performance conditions and valuation assumptions, as applicable, for 2016 grants.

For Mr. Sherin, the 2016 amounts reported under PSUs & RSUs and Stock Options represent the incremental accounting value of previously granted awards (223,250 RSUs and 5,765,000 stock options) that the Compensation Committee modified in connection with his early retirement agreement (see “Early Retirement Agreement with Mr. Sherin” on page 49). These modifications accelerate vesting and, with respect to the options, extend the exercise period for up to five years following Mr. Sherin’s retirement, in both cases consistent with the benefits provided to other employees impacted by the GE Capital exit plan.

STOCK OPTIONS. Aggregate grant date fair value of option awards granted in the years shown. These amounts reflect the company’s accounting expense and do not correspond to the actual value that the named executives will realize. For information on the assumptions used in valuing a particular year’s grant, see the note on 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 42 for additional information on 2016 grants.

LTPAs. Amounts earned under our Long-Term Performance Awards (LTPAs), a non-equity incentive plan arrangement, which we generally grant only once every three or more years. LTPA earnings reflect achievement of pre-established performance goals over the performance period. The amounts for 2016 reflect the first-year installments of the 2016–2018 LTPAs and are based on salaries in effect as of December 31, 2016 and bonuses paid for the 2016 performance period. See “Long-Term Performance Awards (LTPAs)” on page 40 for additional information. Because Mr. Joyce was not a named executive officer when the 2016–2018 LTPAs were granted, his LTPA award does not include the annual installment provision that applies to other named executives, and the amount reported for him in 2016 is therefore $0.



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

Name Change in
Pension Value
      Above-market
Earnings
Immelt $3,362,402 $217,886
Bornstein $2,824,230 $57,971
Comstock $2,019,696 $26,105
Joyce $2,523,853 $0
Rice $3,949,148 $235,156
Sherin $12,740,794 $149,631

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 2016, the change in

pension value for Mr. Immelt was lower than 2015, due in part to his lower bonus payment and being over age 60. Except for Mr. Sherin, the other named executives’ change in pension value was higher than 2015 in part due to the 27-basis-point decrease in the statutory discount rate assumption from 4.38% to 4.11%. See “Pension Benefits” on page 48 for additional information, including the present value assumptions used in this calculation. For Mr. Sherin, the change in pension value includes early retirement allowance payments valued at $7,191,154 (see “Early Retirement Agreement with Mr. Sherin” on page 49).

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 2016. See “Deferred Compensation” on page 46 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 2016, 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
HQ
Relocation
Relocation
Tax Benefits
Other Total
Immelt     $445,136     $9,275     $257,639     $19,516     $0     $376,744     $7,150     $69,678     $1,185,138
Bornstein $92,106 $9,275   $37,725 $26,361   $15,190 $193,107 $20,837 $0   $394,601
Comstock $134,167 $9,275 $0   $16,262 $15,350 N/A N/A $0 $175,054
Joyce $187,457 $9,275 $0 $24,406 $0 N/A N/A   $18,102 $239,240
Rice $366,633 $9,275 $35,435 $0 $15,125   N/A N/A $1,185,198 $1,611,666
Sherin $305,887 $9,275 $2,051 $26,131 $15,350 N/A N/A $3,597 $362,291

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

Retirement Savings Plan. GE’s matching contributions to the named executives’ RSP accounts equaling 3.5% of pay up to the caps imposed under IRS rules.

Personal Use of Aircraft. For security purposes, the committee requires our CEO to use company aircraft for all air travel (personal and business). Amounts reflect the incremental cost to GE for the named executives’ personal use of company aircraft, based on the following variable costs: a portion of ongoing maintenance and repairs, aircraft fuel, satellite communications and any travel expenses for the flight crew. These amounts exclude 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 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.

HQ Relocation. Expenses for relocating the named executives and their families in connection with the move of GE’s corporate headquarters from Fairfield, CT to Boston, MA. Benefits for the named executives, including the tax benefits described below, generally were consistent with those provided to all employees who were asked to relocate, except that the company’s officers received a higher potential home loss buyout benefit than other employees.

Relocation Tax Benefits. Tax benefits provided in connection with the company’s headquarters relocation.

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, HQ Relocation and Other columns for the named executive (except as otherwise described in this section). These other benefits included items such as: (1) car service fees; (2) home alarm and generator installation, maintenance and monitoring; (3) participation in the Executive Products and Lighting Program, which was terminated for executives in June 2016 when we sold our Appliances business; (4) an annual physical examination; and (5) certain expenses associated with the named executives’ and their invited guests’ attendance at the 2016 Olympic Games in Rio de Janeiro, Brazil, of which GE was an official sponsor.

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. These benefits, which are consistent with those we provide to employees working on non-permanent assignments outside their home countries, consisted of: (1) cost-of-living adjustment ($397,622); (2) housing and utilities ($699,125); and (3) other expatriate and relocation allowances and



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expenses ($84,276). Any benefits paid in Hong Kong dollars (HKD) were converted to USD on a monthly basis using the following average monthly exchange rates for 2016 (expressed as HKD per USD): January through June — 7.75; July through December — 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 subtracting the change in pension value reported in the Pension & Deferred Comp. column to show how year-over-year changes in pension value impact total compensation. The amounts reported in this column differ substantially from, and are not a substitute for, the amounts reported in the SEC Total column.



Long-Term Incentive Compensation

Long-Term Performance Awards (LTPAs)


We grant LTPAs 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 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 with the Industrial operating profit margin and cash returned to investors metrics in our 2016–2018 LTPA program). LTPAs are paid in cash or, at the committee’s discretion, in stock.

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, including the named executives. 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 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 are 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 Metric1     Performance
Period
    Threshold     Target5     Maximum     Weight
Attractive earnings profile Industrial Operating + Verticals EPS   2016–2018 $5.05 N.D. $5.55   20%
High cash flows Total cash generation2 2016–2018 $70B N.D. $97B 20%
Valuable portfolio Industrial Operating Profit Margin3 2018 15% N.D.   17% 20%
Leading returns on capital compared to peers Industrial ROTC 2018 16%   N.D. 18% 20%
Investor-focused capital allocation strategy Cash returned to investors4 2016–2018 $55B N.D. $67B 20%
 
1 Under the LTPA program, the Compensation Committee can adjust these metrics for extraordinary items. For information on how these metrics are calculated, see “Explanation of Non-GAAP Financial Measures and Performance Metrics” on page 52.
2 Includes GE CFOA (Industrial CFOA plus dividends from GE Capital) plus proceeds from Industrial dispositions (after taxes).
3 Includes Industrial segment profit plus adjusted Corporate operating costs (excludes non-operating pension costs, restructuring and other charges & gains).
4 Includes dividends plus share repurchases.
5 Target performance levels, which were pre-established by the Compensation Committee, are not disclosed (N.D.). Consistent with our historical practice, we will disclose them following completion of the 3-year performance period.

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TARGET PERFORMANCE LEVELS ARE CHALLENGING. As with our prior LTPA programs, the target performance levels of the 2016–2018 LTPA metrics are challenging and difficult to achieve, while the maximum performance levels represent stretch goals.

PAST LTPA PAYOUT LEVELS FOR NAMED EXECUTIVES




HOW THE COMPENSATION COMMITTEE CALCULATES PAYOUTS. For each named executive, LTPA payouts are calculated as shown below (payout multiples for other participants start at significantly lower levels). There is no payout for performance below the threshold level, and amounts are prorated for performance between the established levels. LTPAs are subject to forfeiture under our compensation recoupment policy or if employment terminates before the end of the performance period for any reason other than disability, death or retirement.

2016–2018 LTPA PAYOUT CALCULATION




HOW THE PAYOUT STRUCTURE FOR OUR NAMED EXECUTIVES DIFFERS 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. (This installment structure does not apply to Mr. Joyce for the 2016–2018 LTPAs, as he was not a named executive when they were granted.) The amount of each installment is calculated, following the end of each year in the performance period, by multiplying total cash compensation at the time by 30% of the projected total 3-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 3-year performance. The first-year installment is reported as 2016 compensation in the LTPAs column in the Summary Compensation Table on page 38.

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. 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.

How we determine award amounts. Annual equity incentive 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). 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, using past performance as a key indicator.

Why we use equity awards. Equity awards encourage our named executives to continue to deliver results over a longer period of time, and they also serve as a retention tool.


Why we use stock options and RSUs. We believe that stock options and RSUs are 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 see 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. See the “Outstanding Equity Awards Table” on page 43 for information regarding the performance conditions for outstanding PSUs.


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Long-Term Incentive Compensation Table

The following table — also known as the Grants of Plan-Based Awards Table — shows LTPAs, PSUs, RSUs and stock options granted to our named executives in 2016 under the 2007 Long-Term Incentive Plan, a plan that shareowners approved in 2007 and 2012 (and that shareowners are being asked to reapprove at the annual meeting, see “Management Proposal No. 3 — Approval of the GE 2007 Long-Term Incentive Plan, as Amended to Extend the Plan and Increase the Number of Plan Shares” on page 56).

Name Grant
Date
Award Type Estimated Future Payouts
Under Long-Term
Performance Awards ($)
Estimated Future Payouts
Under Performance
Share Units (#)

Restricted
Stock
Units
(#)

Stock
Options
(#)

Stock
Option
Exercise
Price

Grant
Date Fair
Value of
Awards
Threshold Target Maximum Threshold Target Maximum
Immelt   3/10/2016   3-year LTPA   $4,600,000   $9,200,000   $18,400,000              
11/3/2016 Annual Equity 37,500 200,000 250,000 $4,673,098
11/3/2016 Annual Equity 600,000 $28.28 $2,142,000
Bornstein 3/10/2016 3-year LTPA $2,000,000 $4,000,000 $8,000,000
9/9/2016 Annual Equity 5,063 27,000 33,750 $721,081
9/9/2016 Annual Equity 27,000 $811,350
9/9/2016 Annual Equity 200,000 $30.11 $750,000
Comstock 3/10/2016 3-year LTPA $1,700,000 $3,400,000 $6,800,000
7/28/2016 Special Retention 150,000 $4,678,500
9/9/2016 Annual Equity   5,063 27,000 33,750 $721,081
9/9/2016 Annual Equity 27,000 $811,350
9/9/2016 Annual Equity 200,000 $30.11 $750,000
Joyce 3/10/2016 3-year LTPA $1,450,000 $2,900,000 $5,800,000  
7/28/2016 Special Retention   150,000 $4,680,000
  9/9/2016 Annual Equity   5,063 27,000 33,750 $721,081
9/9/2016   Annual Equity   27,000   $811,350
9/9/2016 Annual Equity 200,000 $30.11 $750,000
Rice 3/10/2016 3-year LTPA $3,512,500 $7,025,000 $14,050,000      
9/9/2016 Annual Equity   5,063 27,000 33,750 $721,081
9/9/2016 Annual Equity 27,000 $811,350
9/9/2016 Annual Equity   200,000 $30.11 $750,000
Sherin 3/10/2016 3-year LTPA $3,262,500 $6,525,000 $13,050,000
9/1/2016 Retirement 223,250 $6,965,400
Modification*
9/1/2016 Retirement 5,765,000 $18.95 $2,486,860
Modification*
 
* Amounts reported as RSUs and stock options for Mr. Sherin reflect awards previously granted that were modified pursuant to Mr. Sherin’s early retirement agreement (see “Early Retirement Agreement with Mr. Sherin” on page 49). The exercise price reflects the weighted average exercise price for the previously granted options that were modified.
 

ESTIMATED FUTURE PAYOUTS UNDER LONG-TERM PERFORMANCE AWARDS. The named executives were granted LTPAs under the 2016–2018 LTPA program (reported as a multiple of the executive’s salary and bonus at the time of grant), subject to achievement of the threshold, target and maximum goals for all five performance measures. The actual payouts, if any, will be calculated using the executive’s base salary as in effect in December 2018 and the average of the executive’s bonuses awarded for 2016 through 2018. The potential LTPA payouts are performance-driven and therefore completely at risk. See “Long-Term Performance Awards (LTPAs)” on page 40 for a description of the performance goals and salary and bonus multiples for determining payouts. See the Summary Compensation Table on page 38 for the first-year (2016) installments for these awards.

ESTIMATED FUTURE PAYOUTS UNDER PERFORMANCE SHARE UNITS. The named executives were granted PSUs in 2016 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 adjustments 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



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performance level for both operating goals and there is a positive 25% adjustment for relative TSR performance. See “PSUs” on page 45 for additional information.

RESTRICTED STOCK UNITS. The number of RSUs granted in 2016, which will vest in five equal annual installments, with the first installment (20%) vesting one year from the grant date (except that Mr. Joyce’s special retention grant in July will cliff vest 100% on December 31, 2019). Dividend equivalents are paid out only on shares actually received.

STOCK OPTIONS. The number of stock options granted in 2016, 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 Table below and “Potential Termination Payments” on page 49 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. Generally, the aggregate grant date fair value is the amount that the company expects to expense in its financial statements over the award’s vesting schedule.

For stock options, fair value is calculated using the Black-Scholes value of each option on the grant date (resulting in a $3.75 per unit value for the September grants and a $3.57 per unit value for the November grant).

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 $31.19 per unit value for Ms. Comstock’s July grant, a $31.20 per unit value for Mr. Joyce’s July grant, and a $30.05 per unit value for the September grants) 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 ($28.87 for the September grants and $26.12 for the November grant) 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.



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, 2016.

Name of
Executive
     Grant
Date
      Award
Type
     Number
Outstanding
     Portion
Exercisable
     Exercise
Price
     Expiration
Date
     Market
Value
     Vesting Schedule
Immelt 7/3/1989 Rest. Stock 60,000 $1,896,000 100% on 2/19/21
12/20/1991 RSUs 68,860 $2,175,976 100% on 2/19/21
6/23/1995 RSUs 71,729 $2,266,636 100% on 2/19/21
6/26/1998 RSUs 107,594 $3,399,970 100% on 2/19/21
11/24/2000 RSUs 143,459 $4,533,304 100% on 2/19/21
9/13/2013 PSUs 400,000 $12,640,000 100% in 2017, subject to performance
11/6/2014 Options 500,000 500,000 $26.36 11/6/2024 $2,620,000
11/6/2014 PSUs 200,000 $6,320,000 100% in 2017, subject to performance
11/5/2015 Options 600,000 600,000 $29.64 11/5/2025 $1,176,000
11/5/2015 PSUs 200,000 $6,320,000 100% in 2018, subject to performance
11/3/2016 Options 600,000 0 $28.28 11/3/2026 $1,992,000 100% on 11/3/17
11/3/2016 PSUs 200,000 $6,320,000 100% in 2019, subject to performance
Total 3,151,642 1,100,000 $51,659,886
Bornstein 9/7/2007 Options 112,500 112,500 $38.75 9/7/2017 $0
9/9/2008 Options 137,500 137,500 $28.12 9/9/2018 $478,500
3/12/2009 Options 95,000 95,000 $9.57 3/12/2019 $2,092,850
7/23/2009 Options 440,000 440,000 $11.95 7/23/2019 $8,646,000
6/10/2010 Options 650,000 650,000 $15.68 6/10/2020 $10,348,000
6/9/2011 Options 700,000 700,000 $18.58 6/9/2021 $9,114,000
7/27/2012 RSUs 200,000 $6,320,000 100% on 7/27/17
9/7/2012 Options 725,000 580,000 $21.59 9/7/2022 $7,257,250 100% on 9/7/17
9/13/2013 Options 550,000 330,000 $23.78 9/13/2023 $4,301,000 50% in 2017 and 2018
7/24/2014 RSUs 60,000 $1,896,000 33% in 2017, 2018 and 2019
9/5/2014 Options 550,000 220,000 $26.10 9/5/2024 $3,025,000 33% in 2017, 2018 and 2019
11/5/2015 Options 220,000 44,000 $29.64 11/5/2025 $431,200 25% in 2017, 2018, 2019 and 2020
11/5/2015 RSUs 29,600 $935,360 25% in 2017, 2018, 2019 and 2020
11/5/2015 PSUs 53,000 $1,674,800 100% in 2018, subject to performance
9/9/2016 Options 200,000 0 $30.11 9/9/2026 $298,000 20% in 2017, 2018, 2019, 2020 and 2021
9/9/2016 RSUs 27,000 $853,200 20% in 2017, 2018, 2019, 2020 and 2021
9/9/2016 PSUs 27,000 $853,200 100% in 2019, subject to performance
Total 4,776,600 3,309,000 $58,524,360

Compensation — Long-Term Incentive Compensation
GE 2017 Proxy Statement
      43



Table of Contents

Name of
Executive
     Grant
Date
     Award
Type
     Number
Outstanding
     Portion
Exercisable
     Exercise
Price
     Expiration
Date
     Market
Value
     Vesting Schedule
Comstock 9/7/2007 Options 67,500 67,500 $38.75 9/7/2017 $0
9/9/2008 Options 87,500 87,500 $28.12 9/9/2018 $304,500
6/10/2010 Options 400,000 400,000 $15.68 6/10/2020 $6,368,000
6/9/2011 Options 500,000 500,000 $18.58 6/9/2021 $6,510,000
7/27/2012 RSUs 10,000 $316,000 100% on 7/27/17
9/7/2012 Options 500,000 400,000 $21.59 9/7/2022 $5,005,000 100% on 9/7/17
7/25/2013 RSUs 30,000 $948,000 50% in 2017 and 2018
9/13/2013 Options 400,000 240,000 $23.78 9/13/2023 $3,128,000 50% in 2017 and 2018
9/5/2014 Options 400,000 160,000 $26.10 9/5/2024 $2,200,000 33% in 2017, 2018 and 2019
9/11/2015 Options 134,000 26,800 $24.95 9/11/2025 $891,100 25% in 2017, 2018, 2019 and 2020
9/11/2015 RSUs 21,600 $682,560 25% in 2017, 2018, 2019 and 2020
9/11/2015 PSUs 39,000 $1,232,400 100% in 2018, subject to performance
7/28/2016 RSUs 150,000 $4,740,000 20% in 2017, 2018 and 2019 and 40% in 2020
9/9/2016 Options 200,000 0 $30.11 9/9/2026 $298,000 20% in 2017, 2018 and 2019 and 40% in 2020
9/9/2016 RSUs 27,000 $853,200 20% in 2017, 2018 and 2019 and 40% in 2020
9/9/2016 PSUs 27,000 $853,200 100% in 2019, subject to performance
Total 2,993,600 1,881,800 $34,329,960
Joyce 9/7/2007 Options 55,000 55,000 $38.75 9/7/2017 $0
9/9/2008 Options 100,000 100,000 $28.12 9/9/2018 $348,000
3/12/2009 Options 400,000 400,000 $9.57 3/12/2019 $8,812,000
7/23/2009 Options 500,000 500,000 $11.95 7/23/2019 $9,825,000
6/10/2010