DEF 14A 1 ge3662321-def14a.htm DEFINITIVE PROXY STATEMENT

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Washington, D.C. 20549

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Table of Contents

Guide to GE’s Proxy Statement

Significant Information in this Section

17 Board Leadership
10 Director Biographies
20 Risk Oversight
22 Investor Outreach
24 Board Meeting Attendance
16 Director Independence
14 Director Qualifications
14 Director Term Limits
24 Overboarding Policy
24 Political Spending Oversight
25 Related Person Transactions
26 Share Ownership for Executives & Directors

30 Compensation

32 Peer Group and Benchmarking
35 CEO Performance Evaluation
48 Employment and Separation Agreements
49 Severance Benefits
50 Death Benefits
52 Succession Planning
52 Pay For Performance
52 Compensation Consultants
52 Share Ownership Requirements
53 Hedging Policy
53 Pledging Policy
54 Dividend Equivalents Policy

56 Audit

59 Shareholder Proposal

61 Deadlines for 2021
61 Proxy Access


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

General Electric
Executive Offices

5 Necco Street
Boston, MA 02210

On behalf of our Board of Directors, we are making these materials available to you (beginning on March 17, 2020) in connection with GE’s solicitation of proxies for our 2020 annual meeting of shareholders.

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

Check out our annual report on our website.

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Letter from the Lead Director

Fellow Shareholders,

It is a privilege to continue serving as your lead director during this important time for GE. I want to take this opportunity to share how the Board has been working on your behalf over the last year.

Executing on GE’s Strategy

At the beginning of the year, the Board identified two strategic priorities for GE: (1) improving the company’s financial position, and (2) strengthening the businesses. The leadership team, led by our new Chairman


Talent and Culture

As we work to ensure that GE is best positioned to face its operational and strategic challenges, it is vital that our leadership has the right mix of fresh views and deep experience within the company. Following Larry’s appointment as Chairman and CEO late in 2018, we also looked outside GE to recruit several other senior leaders. In early March 2020, we welcomed our new CFO, Carolina Dybeck Happe, a proven global CFO with a track record of delivering


Larry to enable real-time dialogue on GE operations. We recognize the importance of working constructively with leadership, while vigorously questioning assumptions and offering alternative—and sometimes differing—points of view. We continue to meet with our teams at sites around the world to ensure we have an unfiltered view of company operations and culture. As a Board, we actively engage with our shareholders, gaining critical firsthand insight into the subjects that matter most to them, including not just strategy, but other issues such as executive compensation and the appointment of our auditor.

Board Composition

2019 marked our first full year working together as a Board after significant refreshment in 2018. We have found that a smaller Board is conducive to a higher degree of engagement and exchange, with increased accountability for each director. However, we will continue to recruit new directors selectively where it makes sense based on GE’s strategic priorities and to ensure we have the right diversity of skills and experience on the Board.

This year we have one new director nominee—Ashton Carter. Ash served as the 25th U.S. Secretary of Defense and is currently the Director of the Belfer Center for Science & International Affairs at the Harvard Kennedy School. Ash brings unrivaled expertise in international affairs, technology, security, and government to the Board. He led significant operational reforms at the Department of Defense—the largest employer in the world. He will be a tremendous addition to the Board as we serve customers across the globe.

On behalf of our Board, I thank you for your investment and support of GE as we continue to create a stronger, simpler, more focused company, for you and all of GE’s stakeholders.


Your Board is focused on engaging with leadership and employees to drive positive change at GE.


and CEO, Larry Culp, decisively executed on these priorities this past year. During 2019, we announced an agreement to sell GE Healthcare’s BioPharma business for proceeds of $20 billion, completed the merger of our Transportation business with Wabtec, sold our remaining interest in the business for proceeds of $6 billion, and raised $3 billion by further reducing our stake in Baker Hughes. We reduced GE’s leverage by tendering for $5 billion of debt. In terms of operations, Aviation performed strongly despite challenges from the grounding of the 737 MAX, and Power made significant strides in improving its operations and exercising greater commercial discipline. This is significant progress, but we have more work to do on many fronts.

Much of our time as a Board this past year has been dedicated to discussing the longer-term strategy for the company and how we build sustainable shareholder value. We have also implemented a new approach to assessing and identifying risk, focusing on prioritizing and mitigating those risks that have the most significant potential impact on the company.


superior results and creating value. We are grateful to Jamie Miller, our outgoing CFO, for her significant contributions in executing on our strategic plan during a challenging period. Our new head of human resources, Kevin Cox, who joined GE in February 2019, has reenergized our focus on human capital management and has provided a fresh perspective on our culture, development, and compensation programs.

At this critical juncture, we recognize the necessity of aligning culture with strategy to achieve long-term success. GE’s cultural transformation starts with promoting greater candor, transparency, and humility, with the Board and leadership setting the tone at the top. A strong culture provides the necessary framework for Larry’s vision of getting “back to basics” on operations—putting customers first and implementing lean management principles across the enterprise.

Engagement and Oversight

Your Board is focused on engaging with leadership and employees to drive positive change at GE. In addition to our in-person meetings, we have periodic calls with




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About GE

      Our Strategy

GE’s vast and valuable installed base spans power, renewable energy, aviation and healthcare.

We have built a local presence, a strong brand, and deep customer relationships in more than 170 countries. GE is proud to serve as a true partner in growth and development — offering resources and experience, investing in local talent and supply chains, and bringing other partners along with us.


Improving our
financial position
2 Strengthening
our businesses


Reduced GE Industrial leverage: $7 billion net debt* reduction, ending 2019 with 4.2x net debt* to EBITDA ratio versus 4.8x in 2018.
Reduced GE Capital leverage: $7 billion debt reduction, ending 2019 with 3.9x debt to equity versus 5.7x in 2018.
Agreed to sell BioPharma, part of GE Healthcare, to Danaher for ~$21 billion.
Completed spin-off and subsequent merger of GE Transportation with Wabtec and exited stake for ~$6 billion of total proceeds.
Executed U.S. market’s largest follow-on offering in 2019 to reduce Baker Hughes ownership and collected ~$3 billion of net proceeds.
Completed ~$5 billion debt tender.
Announced multiple changes related to U.S. pension benefits that are expected to reduce Industrial net debt* by $4-6 billion.
Completed majority of sale of GECAS’ PK AirFinance aviation lending platform and $3.6 billion in receivables to Apollo and Athene.
Completed $27 billion total asset reduction in GE Capital for 2018 and 2019, exceeding $25 billion target.

*     Metrics denoted with an * 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 53.

By driving sustainable operational and cultural change

Implementing lean management tools with a relentless focus on customer value to get to the root cause of problems, continuously eliminate waste, and ruthlessly prioritize work. Conducting Lean Action Workouts throughout GE, in manufacturing settings and beyond, to make improvements in safety, quality, delivery, and cost.

Ensuring we have the right leadership in place, with two-thirds of CEO’s direct reports new to GE or in their roles since Larry Culp began as CEO in 2018. New CFO, Carolina Dybeck Happe, began in March 2020, and new head of human resources, Kevin Cox, began in February 2019. Separated Power into Gas Power and Power Portfolio businesses, with separate leadership, to improve visibility and accountability.

Defining our future by our culture and how we run the businesses.

CANDOR Encouraging employees to be candid and to provide honest opinions on what they observe and think, not just to tell their stakeholders what they think they want to hear.

TRANSPARENCY Putting both the good and the bad on the table and in equal measure, particularly when assessing our strengths and weaknesses, so we can better prioritize our work and focus to reach the right path forward for our stakeholders.

HUMILITY Acknowledging what we do not know and where we have room for improvement, and responding appropriately through our actions.


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2019 Progress


MISSION Powering lives and making electricity more affordable, reliable, accessible, and sustainable

UNITS Gas Power, Power Portfolio

INSTALLED BASE ~7,700 gas turbines

CEOs Gas Power: Scott Strazik; Power Portfolio: Russell Stokes



Separated Gas Power from Power Portfolio, which includes Steam, Power Conversion, and GE Hitachi Nuclear, to improve visibility and accountability.
Booked 13.6 GW in gas turbine orders in 2019; launched new 7HA.03 gas turbine.
Improved commercial discipline and cost structure in both Gas Power and Power Portfolio.


MISSION Making renewable power sources more affordable, accessible, and reliable for the benefit of people everywhere

UNITS Onshore Wind, Offshore Wind, Grid Solutions Equipment and Services, Hydro

INSTALLED BASE ~45,000 onshore wind turbines

CEO Jérôme Pécresse



Brought all of GE’s renewable and grid assets into this business, creating a differentiated offering that can both produce renewable energy and reliably and safely integrate it into electrical grids.
Achieved record unit volume for onshore wind turbines.
Secured nearly 5 GW of commitments for new offshore wind turbine, the HaliadeTM -X.


MISSION Providing customers with engines, components, avionics and systems for commercial, military and business and general aviation aircraft and a global service network to support these offerings

UNITS Commercial, Military, Systems and Other

INSTALLED BASE ~37,800 commercial aircraft engines1 and ~26,600 military aircraft engines

CEO David Joyce



Closed Aviation’s 100th year of operation with over $270 billion in backlog and an installed base of more than 64,0001 commercial and military engines.
Worked diligently to support our customers following the grounding of the Boeing 737 MAX, never wavering in commitment to safety while navigating near-term industry disruption. Delivered 1,736 LEAP engines to Airbus & Boeing platforms.
Aviation’s T901 selected for the U.S. Army’s Improved Turbine Engine Program to power its next-generation Apache & Black Hawk helicopters.


MISSION Operating at the center of an ecosystem working toward precision health – digitizing healthcare, helping drive productivity and improving outcomes across the health system

UNITS Healthcare Systems, Life Sciences

INSTALLED BASE 4M+ healthcare installations

CEO Kieran Murphy



Grew backlog to $18.5 billion and segment profit margins to 19.5%.
Launched seven new “mission control” Command Centers with customers, which use predictive analytics and Artificial Intelligence (AI) to help hospitals coordinate patient care more efficiently.
Introduced on-device AI on equipment like our RevolutionTM Maxima CT, where AI helps position the patient more precisely to improve efficiency, accuracy, and patient comfort.


MISSION Designing and delivering innovative financial solutions for GE industrial customers in markets around the world

UNITS GE Capital Aviation Services (GECAS), Energy Financial Services (EFS), Industrial Finance (IF) and Working Capital Solutions (WCS), Insurance

CEO Alec Burger



Enabled more than $6 billion in Industrial orders through GE’s financing capabilities, including at GECAS and EFS.

1  Including GE and its joint venture partners


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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.

Your vote is needed on Director Elections:
Election of the 11 nominees named in the proxy for the coming year

Newer (<3 years): 8 3.2 years average tenure
Our Board term limit is 15 years
<60 years: 6 Our Board age limit is 75 years
Medium-tenured (4-6 years): 1 60-70 years: 5
Longer-tenured (>6 years): 2 >70 years: 0
All director nominees except our CEO are independent and meet heightened independence standards for our audit, compensation and governance committees
Our policy is to build a cognitively diverse board representing a range of backgrounds
Female: 4 (36%) 2 of 4 Board leadership positions are held by women
Independent: 10 Our Board is 91% independent Ethnically diverse: 2 (18%)
Not Independent: 1 Born outside U.S.: 3 (27%)


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Board Nominees

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


Sébastien Bazin
Ashton Carter
H. Lawrence Culp, Jr.
Francisco D’Souza
Edward Garden
Thomas Horton
Risa Lavizzo-Mourey
Catherine Lesjak
Paula Rosput Reynolds
Leslie Seidman
James Tisch

All director nominees attended at least 75% of the meetings of the Board and committees on which they served in 2019, and on average we had a 94% attendance rate in 2019.      Industry & Operations       Risk Management
Finance & Accounting Government & Regulatory
Investor Global
Technology Gender/Ethnic Diversity
A Audit Committee
C Compensation Committee
G Governance Committee
Financial Expert & Member

Board Rhythm
Larry Culp
Lead Director
Tom Horton
     6/year      1/year      1/year     


14, including 3 meetings of the independent directors

Regular meetings Strategy session Board self-evaluation
2+/year 2+/year Calls
Business visits for each director Governance & investor feedback reviews Between meetings
Recent Focus Areas
Reviewing GE’s portfolio and future strategy
Capital structure and liquidity, including reducing leverage and de-risking the balance sheet
Business performance and strategy reviews
Talent and leadership, including hiring of new CFO and Chief Human Resources Officer
Sale of BioPharma business
Impact of Boeing 737 MAX grounding
Enterprise Risk Management
GE Capital and Insurance
Key Corporate Governance Practices
10 out of 11 director nominees are independent
Annual election of all directors by majority voting
No supermajority provisions in governing documents
Annual review of Board leadership structure
Annual Board and committee self-evaluations
Strong lead director with clearly delineated duties
Regular executive sessions of independent directors
Board and committees may hire outside advisors independently of management
Proxy access by-law provisions on market terms
Proactive year-round shareholder engagement program
Clawback policy that applies to all cash and incentive awards
Anti-hedging and anti-pledging provisions
Strong stock ownership guidelines and retention provisions
“Overboarding” limits
No poison pill or dual-class shares
Encourage all directors to make at least two business visits per year without senior management present
Shareholder right to call special meetings (at 10%)


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Your vote is needed on Management Proposal #1:
Advisory approval of our named executives’ compensation for 2019

Overview of Company Performance


GE Industrial Free Cash Flow*
March 2019 Outlook: $(2)B-$0B
Performance: Exceeded
Adjusted EPS*
March 2019 Outlook: $0.45-$0.55 (ex. Baker Hughes)
Performance: Exceeded


Overview of CEO Pay

* Metrics denoted with an * 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 53.
** Closing stock price as of December 31, 2019 was $11.16. Price shown as of December 31, 2018 reflects dividend adjustment and distribution of Wabtec shares. Data source: Bloomberg


1 Improve our financial position

Reduced GE Industrial leverage:
$7B net debt* reduction
ending 2019 with 4.2x net debt* to EBITDA vs. 4.8x in 2018

Reduced GE Capital leverage:
$7B debt reduction
ending 2019 with 3.9x debt to equity vs. 5.7x in 2018

2 Strengthening our businesses

Power improving: better project discipline & execution; Gas Power lower risk backlog, more conservative underwriting framework & lower fixed costs
Healthcare Systems growth: targeted increases in R&D and prioritizing programs to highest returning product lines and projects
Restructuring in process: cost savings on track despite lower restructuring cash & expense due to timing, attrition, lower cost to execute

Running GE differently

Lean transformation gaining traction: focus on safety, quality, delivery & cost; lean action workouts
Culture changing: employees exemplifying candor, transparency, humility; focus on customer, operations, prioritization

The 2019 PSUs, together with the 2018 Inducement PSUs, represent approximately 74% of combined total compensation opportunity for 2018 and 2019 (based on grant date fair value). Pay out of shares pursuant to these grants of PSUs are subject to achievement of multi-year performance conditions.

2019 PSUs    TSR v. S&P 500    55th
   1.5M    3/19/19-
30-day average
closing stock price
$24.80 5.0M 10/1/18-


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Say-on-Pay Engagement and Response


At our 2019 annual meeting, 70% of shareholders expressed support for the compensation of our named executives.

In advance of the 2019 annual meeting, and as part of our fall outreach after the meeting, we made significant efforts to engage with our institutional shareholders to better understand their concerns related to our executive compensation programs and to the factors impacting their say-on-pay vote.

This outreach also involved two independent directors who are members of our Compensation Committee, Tom Horton (the Committee Chair) and Ed Garden.


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

After considering these factors, and based on additional feedback from our investors, the committee decided to take the following actions to increase management accountability and more closely align management’s interests with shareowners.

Committing to provide no further single-trigger change of control provisions in employment agreements for new outside hires;
Continuing to shift executive compensation away from cash-based programs and to equity;
Adopting a formal peer group for the purposes of assessing executive compensation;
Granting Performance Share Units (PSUs) to a broader swath of our executive officers; and
Changing the performance metrics for the 2020 PSUs to the S&P 500 Industrial Index, which represents a more tailored group of industrial peers, compared to the S&P 500.


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Your vote is needed on Management Proposal #2:

Ratification of our selection of KPMG as independent auditor for 2020.

See “Audit” on page 56 for more information.


Audit Tender Process Under Way

As previously reported, the Audit Committee has been taking a number of steps in consideration of a potential audit firm rotation. Key actions overseen and directed by the Audit Committee over the past year have included:


WORKING TOWARD COMPLETION OF THE AUDIT TENDER PROCESS THAT BEGAN IN 2019. Audit firms have submitted initial proposals that are under consideration, and the firms have been engaged in an extensive process of reviewing information about GE and its businesses. The Audit Committee is evaluating each firm’s capabilities and global reach to take on the scope and complexity of the GE audit, audit quality, industry knowledge and expertise, independence, proposed engagement team, approach to audit innovation and technology and other factors, as we work toward completion of the tender process in the middle of 2020.


CONTINUING TO ENGAGE WITH GE’S SHAREHOLDER BASE ON THIS TOPIC. Shareholders have expressed a range of views about the tender process, the continued engagement of KPMG as our independent auditor and related considerations, which the Audit Committee has considered.


PREPARING FOR A POTENTIAL AUDITOR ROTATION. As a global, multi-business company, we currently engage audit firms other than KPMG for a variety of non-audit services, and we are continuing to analyze the non-audit services provided by firms participating in the audit tender process with a view toward concluding and transitioning those engagements, as appropriate.




KPMG’s performance on GE audit, reflecting input from a broad array of internal stakeholders, including local teams and senior management
KPMG’s capability & expertise in handling the breadth and complexity of our worldwide operations
External data on audit quality & performance, including the number of audit restatements compared to other Big 4 firms
KPMG’s known legal & regulatory risks, including interviews with KPMG’s chairman and review of the most recent PCAOB oversight matters
Appropriateness of KPMG’s fees on an absolute basis and relative to peer firms


Thorough Audit Committee oversight … regular private meetings with KPMG, committee evaluation of lead audit partner performance and selection of new lead partner for 2020
Limits on non-audit services … Audit Committee pre-approval required, certain types of services prohibited
Strong internal KPMG independence processes … internal quality reviews, large number of KPMG partners
Robust regulatory framework … KPMG subject to PCAOB inspections, Big 4 peer reviews and PCAOB/SEC oversight


2019       $61.1       $13.9       $4.1       $0.0       $79.1
2018 $63.7 $40.2 $0.7 $0.0 $104.6
(1) Amounts do not include fees billed by KPMG for services to Baker Hughes Company, which GE consolidated during 2018 and until September 16, 2019. Previously, when Baker Hughes Company was consolidated as part of GE’s financial statements and covered by the GE audit, we had reported fees billed by KPMG for services to Baker Hughes Company as part of the 2018 amounts above.
(2) Audit and review of financial statements for GE 10-Ks/10-Qs, internal control over financial reporting audit, statutory audits; a majority of these audit fees related to KPMG’s conduct of approximately 1,000 statutory audits in more than 100 countries.
(3) Assurance services, M&A due diligence and audit services; year-over-year decrease was primarily driven by lower costs for carve-out audits in 2019, which included the BioPharma business within GE Healthcare ($7.0 million), compared to the costs for carve-out audits in 2018, which included GE Healthcare ($16.0 million) and GE Transportation ($8.6 million).
(4) Tax compliance & tax advice/planning.

2020 Shareholder Proposal

Your vote is needed on one proposal requesting an independent chair



See page 59 for further information


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Notice of Annual Meeting


May 5, 2020 at 10:00 a.m. Eastern Time


The Westin Boston Waterfront
425 Summer Street
Boston, MA 02210

You must be a GE shareholder as of the record date, and you must bring your admission card & government-issued photo ID. Follow the instructions on page 64. We intend to hold our annual meeting in person. However, we are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light of the evolving coronavirus (COVID-19) situation. As a result, we may impose additional procedures or limitations on meeting attendees (beyond those described above) or may decide to hold the meeting in a different location or solely by means of remote communication (i.e., a virtual-only meeting). We plan to announce any such updates on our proxy website (, and we encourage you to check this website prior to the meeting if you plan to attend.

Check out our annual report


You are invited to participate in GE’s 2020 Annual Meeting. If you were a GE shareholder at the close of business on March 9, 2020, you are entitled to vote at the Annual Meeting. Even if you plan to attend, we encourage you to submit your vote as soon as possible through one of the methods below.



1 Elect the 11 director nominees named in the proxy for the coming year FOR each director nominee Page 10
2 Approve our named executives’ compensation in advisory vote FOR Page 30
3 Ratify the selection of KPMG as independent auditor for 2020 FOR Page 56
4 Vote on the shareholder proposal included in the proxy, if properly presented at the meeting AGAINST the proposal Page 59

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



Voting Q&A


Who can vote?
Shareholders as of our record date, March 9, 2020.

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 First Coast Results, Inc., 200 Business Park Circle, Suite 112, Saint Augustine, FL 32095.

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

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

How many votes are needed to approve a proposal?
Majority of votes cast, with abstentions & broker non-votes generally not being counted & having no effect.

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


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

Use the Internet at

Call toll-free (US/Canada)

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

Mail your signed proxy form

Mail your signed
voting instruction form


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Election of Directors

What are you voting on?
At the 2020 annual meeting, eleven director nominees are to be elected to hold office until the 2021 annual meeting and until their successors have been elected and qualified.

All nominees are current GE Board members who were elected by shareholders at the 2019 annual meeting, except for Mr. Carter who is being nominated for election for the first time at the 2020 annual meeting.


Sébastien Bazin Ashton Carter

AGE: 58

AGE: 65

         Qualifications          Qualifications
Chairman and CEO, AccorHotels, a global hotel company, Paris, France (since 2013) Director, Belfer Center for Science and International Affairs, Harvard Kennedy School (since 2017)
CEO, Europe Colony Capital, a private investment firm (1997–2013)
Group Managing Director, CEO and General Manager, Immobilière Hôtelière (1992–1997)
Began career in 1985 in U.S. finance sector, becoming Vice President, M&A, PaineWebber
General Electric
Huazhu Group*
Vice Chairman, Carrefour, a multinational French retailer
Vice Chairman, Supervisory Board, Gustave Roussy Foundation, cancer research funding
Chairman, Théâtre du Châtelet
Chairman, Strategic Partnerships Committee, Safar Ventures
Sorbonne University
MA (Economics), Sorbonne University

*Directorship held in his capacity as CEO of AccorHotels. See “Limits on Director Service on Other Public Boards” on page 24 for more information.
Secretary, U.S. Department of Defense (2015-2017)
Deputy Secretary and Chief Operating Officer, U.S. Department of Defense, responsible for oversight of personnel and management (2011-2013)
Under Secretary of Defense for Acquisition, Technology and Logistics, U.S. Department of Defense, responsible for global logistics and procurement (2009-2011)
Assistant Secretary of Defense for International Security Policy U.S. Department of Defense (1993-1996)
Began career with U.S. Department of Defense in 1981 as a program analyst
Prior teaching positions: Stanford University (2014-2015); Harvard Kennedy School (1984-1993; 1997-2009); and Massachusetts Institute of Technology (1982-1984)
Senior Partner, Global Technology Partners (1998-2009)
Delta Air Lines
Fellow, American Academy of Arts & Sciences
Director, Council on Foreign Relations
Yale University
PhD (Theoretical physics), Oxford University


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H. Lawrence Culp, Jr.

Francisco D’Souza

Edward Garden

AGE: 56

AGE: 51

AGE: 58







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

Vice Chairman, Cognizant Technology Solutions Corporation, a multinational IT company, Teaneck, NJ (since 2019)*

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

Senior Advisor, Bain Capital Private Equity, a global private equity firm (2017–2018)
Senior Lecturer, Harvard Business School (2015–2018)
Former CEO and President, Danaher (2001–2014), a global science and technology company operating in the healthcare, environmental and applied-end markets; joined Danaher subsidiary Veeder-Root in 1990, serving in a number of leadership positions within Danaher, including COO and, following his retirement. Senior Advisor (2014–2016)
General Electric
T. Rowe Price Group
Member and former Chairman, Board of Visitors & Governors, Washington College
Member, Board of Trustees, Wake Forest University
Washington College
MBA, Harvard Business School
CEO, Cognizant (2007–2019)
President, Cognizant (2007–2012)
COO, Cognizant (2003–2006)
Co-founded Cognizant (1994)
Previously held various roles at Dun & Bradstreet
General Electric
Chairman, IT and Electronics Governors community, World Economic Forum
Board Co-Chair, New York Hall of Science
Trustee, Carnegie Mellon University
International Advisory Panel Member, Banco Santander
University of Macau
MBA, Carnegie Mellon University

*Mr. D’Souza will step down from the Cognizant board, effective March 31, 2020.
Vice Chairman and Director, Triarc Companies (subsequently The Wendy’s Company and previously Wendy’s/Arby’s Group) (2004–2007) and Executive Vice President (2003–2004)
Managing Director, Credit Suisse First Boston (1999–2003)
Managing Director, BT Alex Brown (1994–1999)
General Electric
Legg Mason
The Bank of New York Mellon
The Wendy’s Company
Family Dollar Stores
Harvard College


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Thomas Horton

Risa Lavizzo-Mourey

Catherine Lesjak

AGE: 58

AGE: 65

AGE: 61







Partner, Global Infrastructure Partners, New York, NY (since 2019)

Professor, University of Pennsylvania, Philadelphia, PA (since 2018) and Former President and CEO, Robert Wood Johnson Foundation, Princeton, NJ (2003–2017)

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

Senior Advisor, Warburg Pincus LLC, a private equity firm focused on growth investing (2015–2019)
Chairman, American Airlines Group, one of the largest global airlines (formed following the merger of AMR Corp and US Airways) (2013–2014)
Chairman and CEO, American Airlines (2011–2014)
Chairman and CEO, AMR (parent company of American Airlines) (2010–2013)
EVP and CFO, AMR (2006–2010)
Vice Chairman and CFO, AT&T (2002–2006)
SVP and CFO, AMR (2000–2002); joined AMR in 1985, serving in various finance and management roles
General Electric
EnLink Midstream
Walmart (lead director)
Executive Board Member, Cox School of Business, Southern Methodist University
Board Member, National Air and Space Museum
Baylor University
MBA, Southern Methodist University
SVP, Robert Wood Johnson Foundation, largest U.S. philanthropic organization dedicated to healthcare (2001–2003)
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
Advisory Committee Member, President’s Advisory Commission on Consumer Protection and Quality in the Health Care Industry (1997–1998)
Deputy Administrator, Agency for Health Care Research and Quality (1992–1994)
Co-Chair, White House Health Care Reform Task Force, Working Group on Quality of Care (1993–1994)
Advisory Committee Member, Task Force on Aging Research (1985–1992)
Advisory Committee Member, National Committee for Vital and Health Statistics (1988–1992)
General Electric
Genworth Financial
Beckman Coulter
Trustee, Smithsonian Institution Board of Regents
Board of Fellows, Harvard Medical School
Member, National Academy of Medicine
U. of Washington & SUNY Stony Brook
MD, Harvard Medical School
MBA, University of Pennsylvania
Interim Chief Operating Officer, HP (2018–2019)
Interim CEO, Hewlett Packard (2010)
Senior Vice President and Treasurer, HP (2003–2007)
Previously served in various leadership positions within the financial organization at HP and Hewlett Packard, including as Global Controller, Software Solutions; Controller and Credit Manager for Commercial Customers; and as Manager, Financial Operations, Enterprise Marketing and Solutions (joined Hewlett Packard in 1986)
General Electric
Board, Haas School of Business, University of California, Berkeley
Board of Advisors, Resource Area for Teaching (RAFT)
Stanford University
MBA, University of California, Berkeley


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Paula Rosput Reynolds Leslie Seidman James Tisch

AGE: 63

AGE: 57

AGE: 67







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

Former Chairman, Financial Accounting Standards Board (FASB), independent organization responsible for financial accounting and reporting standards, Norwalk, CT (2010–2013)

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

Vice Chairman and Chief Restructuring Officer, American International Group (2008–2009)
Chairman, President and CEO, Safeco Insurance Company of America (2005–2008)
Chairman and CEO, AGL Resources (1998–2005)
CEO, Duke Energy Power Services, Duke Energy (1995–1998)
Previously served in various leadership positions at Associated Power Services, Pacific Gas Transmission Co. and Pacific Gas and Electric Company
General Electric
BAE Systems
Air Products & Chemicals
Anadarko Petroleum
CBRE Group
Circuit City Stores
Coca-Cola Enterprises
Delta Air Lines
Trustee, Seattle Cancer Care Alliance
Wellesley College
Board Member, FASB (2003–2013)
Financial reporting consultant (1999–2003)
Staff Member, FASB (1994–1999)
Vice President, Accounting Policy, JP Morgan (1987–1994)
Auditor, Arthur Young (1984–1987)
General Electric
Moody’s, provider of credit ratings, research and analytical tools (chairman, Audit Committee)
Advisor, Idaciti
Founding Director, Pace University Center for Excellence in Financial Reporting (2014–2018)
Board of Governors, Financial Industry Regulatory Authority (FINRA) (2014–2019)
Certified Public Accountant (Inactive)
Colgate University
MS (Accounting), New York University
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*
Co-Chairman, Mount Sinai Medical Center
Former director, Federal Reserve Bank of New York
Director, WNET (nonprofit)
Director, New York Public Library
Director, Partnership for New York City
Member, Council on Foreign Relations
Member, American Academy of Arts & Sciences
Cornell University
MBA, University of Pennsylvania
*Directorships held in his capacity as President and CEO of Loews. See “Limits on Director Service on Other Public Boards” on page 24 for more information.


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Board Composition

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

Over the past three years, the Board has undertaken significant refreshment efforts to better align the Board to the businesses on which we expect to focus going forward and to bring new perspectives to the Board. As a result, of the eleven nominees proposed for election, eight are new to the Board in the last three years. We expect to continue to seek director candidates whose experiences support the company’s future strategy and industry focus.



Leadership experience
Highest personal & professional ethics
Integrity & values
A passion for learning
Inquisitive & objective perspective
A sense of priorities & balance
Talent development experience


Industry expertise
Operations expertise
Technology/cyber expertise
International experience
Cognitive diversity


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


Board evaluation. Each year, the Board assesses its effectiveness through a process led by its lead director. See “How We Evaluate the Board’s Effectiveness” on page 21.
Term limits. The Board has a 15-year term limit for independent directors.
Age limits. With limited exceptions, directors may not be renominated to the Board after their 75th birthday.

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


From shareholders, management, directors & search firms


Reviews qualifications & expertise, tenure, regulatory requirements & cognitive diversity
Reviews independence & potential conflicts
Discusses & together with other directors such as the Lead Director, interviews candidates
Recommends nominees to the Board


Discusses, analyzes independence & selects nominees


Vote on nominees at annual meeting

Important Factors in Assessing Board Composition

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

Ensuring an experienced, qualified Board with high personal integrity and character, diversity of thought and expertise in areas relevant to GE. The committee seeks directors who possess extraordinary leadership qualities and demonstrate a practical understanding of organizations, processes, strategy, risk management and how to drive change and growth. Additionally, we believe directors should have experience in identifying and developing talent, given the Board’s role in succession planning. In addition to these threshold qualities, we seek directors who bring to the Board specific types of experience relevant to GE shown on the next page.
Enhancing the Board’s diversity of background. For decades, GE has been committed to building a cognitively diverse Board comprising individuals from different backgrounds and with

a range of experiences and viewpoints. Specifically, under the Board’s diversity policy, the Governance Committee considers attributes such as race, ethnicity, gender, cultural background and professional experience when reviewing candidates for the Board and in assessing the Board’s overall composition. The Board is committed to using refreshment opportunities to strengthen its cognitive diversity. To accomplish this, the Governance Committee will continue to require that search firms engaged by GE include a robust selection of women and ethnically diverse candidates in all prospective director candidate pools. In addition, the Governance Committee is committed to considering the candidacy of women and ethnically diverse candidates for all future vacancies on the Board. The committee reviews its effectiveness in balancing these considerations when assessing the composition of the Board.

Complying with regulatory requirements and the Board’s independence guidelines. The committee considers regulatory requirements affecting directors, including potential competitive restrictions. It also looks at other positions the director has held or holds (including other board memberships), and the Board reviews director independence.


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Industry & Operations Experience
We have sought directors with management and operational experience in the industries in which we compete. For example, in the last three years we have added directors with power, aviation, insurance and technology expertise.

Finance & Accounting Experience
GE uses a broad set of financial metrics to measure its performance, and accurate financial reporting and robust auditing are critical to our success. We have added a number of directors who qualify as audit committee financial experts, and we expect all of our directors to have an understanding of finance and financial reporting processes.

Investor Experience
To promote strong alignment with our investors, we have added directors who have experience overseeing investments and investment decisions. We believe that these directors can help focus management and the Board on the most critical value drivers for the company, including with respect to setting executive compensation targets and objectives.

Technology Experience
As a high-technology industrial company and leading innovator, we seek to add additional directors with technology backgrounds because our success depends on developing and investing in new technologies and ideas. Technology experience has become increasingly important as our products become more reliant on digital applications.

Risk Management Experience
In light of the Board’s role in overseeing risk management and understanding the most significant risks facing the company, including strategic, operational, financial, legal and compliance and reputational risks, we continue to require directors with experience in risk management and oversight.

Government & Regulatory Experience
We have added directors with experience in governmental and regulatory organizations because many of GE’s businesses are heavily regulated and are directly affected by governmental and regulatory actions.

Global Experience
We seek directors with global business experience because GE’s continued success depends on continuing to grow our businesses outside the United States. For example, in 2019, 59% of our revenue was attributable to activities outside the United States.

DIRECTOR RECRUITMENT PROCESS. Our Governance Committee, together with the full Board, is responsible for establishing criteria, screening candidates and evaluating the qualifications of persons who may be considered for service on our Board. The Governance Committee considers all shareholder recommendations for director candidates.

We evaluate them in the same manner as candidates suggested by other sources.

The following describes the Board’s selection process:

Succession planning: the Governance Committee prioritizes experiences and attributes to support the current and long-term needs of the company, within the context of the current Board structure, diversity, and mix of skills and experience.
Identification of candidates: the Governance Committee engages in a search process to identify qualified director candidates, which process may include the use of an independent search firm, and assesses candidates’ skills, experience and background and their alignment with the company’s portfolio and strategy.
Interviewing candidates: qualified director candidates are typically interviewed by the Chairman and CEO, Governance Committee Chair and other members of the Governance Committee, as well as other members of the Board and management, as necessary.
Decision and nomination: after determining that the director candidate meets the priorities established by the Governance Committee and will serve in the best interests of the company and its shareholders, the Governance Committee recommends, and the full Board approves director candidates for appointment to the Board and election by shareholders.
Election: the shareholders consider the nominees and elect directors by majority vote to serve one-year terms.

During 2019, the Governance Committee engaged a third-party search firm to identify qualified director candidates. In light of the broader GE transformation and board self-evaluation, the Governance Committee asked the search firm to focus on candidates with relevant industry and operations experience. Mr. Carter was recommended for the Board by a third-party search firm.

How We Assess Board Size

The Governance Committee takes a fresh look at Board size each year, consistent with the Board’s Governance Principles (see “Helpful Resources” on page 65). Based on the Board’s recent self-evaluations, assessment of trends with peer companies, and taking into account investor feedback, we anticipate that we will continue to maintain the Board’s current size, though the number of directors may fluctuate from time to time during director transitions and as we continue to assess the company’s strategic priorities.


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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 10) other than Mr. Culp are independent. Former directors Messrs. Beattie and Mulva were independent 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 the independence requirements in the New York Stock Exchange’s (NYSE) listing standards. In addition to applying these guidelines, which you can find in the Board’s Governance Principles (see “Helpful Resources” on page 65), the Board considers all relevant facts and circumstances when making an independence determination.
Applying the guidelines in 2019. In assessing director independence for 2019, the Board considered relevant transactions, relationships and arrangements, including relationships among Board members, their family members and the company, as described below.

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

Heightened standards for Audit Committee members. Under a separate SEC independence requirement, Audit Committee members may not accept any consulting, advisory or other fees from GE or any of its subsidiaries, except compensation for Board service.
Heightened standards for members of the Compensation and Governance Committees. As a policy matter, the Board also applies a separate, heightened independence standard to members of the Compensation and Governance Committees: no member of either committee may be a partner, member or principal of a law firm, accounting firm or investment banking firm that accepts consulting or advisory fees from GE or a subsidiary. In addition, in determining that 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 are independent and also satisfy applicable committee-specific independence requirements.


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








Bazin AccorHotels Chair & CEO



D’Souza Cognizant Former CEO & Director



Horton Global Infrastructure Partners Partner



Tisch Loews (and its consolidated subsidiaries) President & CEO
All directors Various charitable organizations Executive, director or trustee

Charitable contributions from GE
<1% of the organization’s revenues


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Board Leadership Structure

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

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

HOW WE SELECT THE LEAD DIRECTOR. The Governance Committee considers feedback from the current lead director, our other Board members and the chairman, and then makes a recommendation to the Board’s independent directors. The independent directors elect the lead director, taking into account the recommendation of the committee. Tom Horton, former chairman and CEO of American Airlines, was elected as the lead director in September 2018. Under the Board’s Governance Principles, Mr. Horton also serves as chair of the Compensation Committee. In the event of Mr. Horton’s incapacity, the chair of the Governance Committee would serve as the lead director until the independent directors selected a new lead director.

The Lead Director’s Role

The lead director focuses on overseeing the Board’s processes and 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 Board meetings in the absence of the Chairman
Board agenda, schedule & information — approves the agenda (with the ability to add agenda items), schedule and information sent to directors and calls additional meetings as needed
Leadership of independent director meetings — calls and leads independent director meetings, which are scheduled at least three times per year (in addition to the numerous informal sessions that occur throughout the year) without any management directors or GE employees present
Chairman-independent director liaison — regularly meets with the Chairman and serves as liaison between the Chairman and the independent directors (although every director has direct access to the Chairman)
Shareholder communications — makes himself/herself available as the primary Board contact for direct communication with our significant shareholders
Board governance processes — works with the Governance Committee to guide the Board’s governance processes, including succession planning, the annual Board self-evaluation and the annual Chairman’s evaluation
Board leadership structure review — oversees the Board’s periodic review and evaluation of its leadership structure
Committee chair selection — advises the Governance Committee in choosing committee chairs
Chairman of the Board & CEO

Lead Director elected solely by Independent Directors

Lead Director
also serves as: Compensation Committee Chair
The chairs of our Audit and Governance Committees are also independent


Tom Horton

Mr. Horton was first elected to our Board at the 2018 annual meeting. During his tenure on our Board, he has established strong working relationships with his fellow directors and garnered their trust and respect. As a relatively new director, he brings a fresh perspective to the Board. Furthermore, he has demonstrated strong leadership skills, independent thinking and a deep understanding of our businesses and their industries.

The Board’s decision to select Mr. Horton as lead director took into account the tenures and capabilities of each independent director along with a potential candidate’s willingness and ability to serve as lead director, understanding that the position entails significant responsibility and time commitment. The Board considered that Mr. Horton also serves as lead independent director for Walmart. However, the fact that Walmart also has a separate board chairman mitigated concerns about Mr. Horton’s ability to dedicate sufficient time to the role as GE’s lead director.


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Board Operations




Larry Culp



2019 Areas of Focus


Tom Horton

Reviewing GE’s portfolio and future company strategy
Capital structure and liquidity, particularly reducing leverage and de-risking the balance sheet
Business performance and long-term strategy reviews
Leadership transitions, particularly for the CFO
Separation of BioPharma
Impact of Boeing 737 MAX grounding
Enterprise Risk Management
GE Capital and Insurance
14 meetings in 2019 (including 3 independent director meetings)

* Nominated for election at the 2020 annual meeting.




During 2019, the Board held 6 regularly scheduled, in-person meetings, plus 8 special meetings.

Before the Meeting
Board committee chairs: prep meetings with management, auditors and outside advisors
Management: internal prep meetings

Thursday (Day 1)
Daytime: Board committee meetings and Board meeting
Evening: Informal gathering with senior managers & Board working dinner

Friday (Day 2)
Early morning: independent directors’ breakfast session
Late morning: full Board meeting (including reports from each committee chair) followed by an executive session

After the Meeting
Management: follow-up sessions to discuss & respond to Board requests


Independent Director Meetings

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

Board Committees


Listed below are the current members of each committee.



Each committee meets periodically throughout the year, reports its actions to the Board, receives reports from senior management, annually evaluates its performance and can retain outside advisors. Formal meetings are typically supplemented with additional calls and sessions.



The primary responsibilities of each committee are listed below. For more detail, see the Governance Principles and committee charters (see “Helpful Resources” on page 65).




Leslie Seidman

Key Responsibilities and Areas of Risk Oversight
Oversees GE’s independent auditor, including the audit plan and budget, and monitors independence and performance
Oversees the effectiveness of GE’s financial reporting processes and systems
Discusses with auditor and management key reporting practices (including non-GAAP), critical audit matters and new accounting standards
Monitors the effectiveness of GE’s internal controls
Reviews and evaluates the scope and performance of the internal audit staff and compliance program
Oversees the company’s enterprise risk management and cybersecurity programs
Monitors GE’s significant litigation and investigations

Recent Activities and Key Focus Areas
Reviewing and recommending financial statement and disclosure enhancements
Conducting the process to select an independent auditor for the fiscal year ending December 31, 2021, reviewing written and oral proposals and interviewing potential audit firms
Overseeing the detailed audit plan and independent audit budget
Conducting cross-functional reviews with corporate audit staff, tax, IT, controllership and legal teams
Visiting businesses as a committee, to review compliance and audit programs on site at businesses
Overseeing material litigation strategy and changes to the compliance and cybersecurity programs
Overseeing assessment of and response to a report claiming accounting improprieties in August 2019
Other Members
D’Souza, Lesjak & Reynolds
9 meetings in 2019




Risa Lavizzo-Mourey

Key Responsibilities and Areas of Risk Oversight
Reviews the Board’s governance processes, including all significant governance policies and procedures
Oversees company policies and strategies related to climate change management, political spending & lobbying, human rights, and environment, health & safety
Reviews Board composition in connection with long-term strategy and identifies new directors for GE
Oversees Board and committee self-evaluations
Reviews any Board conflicts of interest, as applicable
Recent Activities and Key Focus Areas
Reviewing the Board’s agenda for oversight of environmental, social and governance matters
Reviewing political spending and lobbying disclosure
Overseeing management of environmental remediation efforts
Identifying and recruiting new directors
Other Members
Bazin, Horton, Lesjak & Tisch
7 meetings in 2019




Tom Horton

Key Responsibilities and Areas of Risk Oversight
Oversees GE’s executive compensation policies, practices and programs
Reviews and approves goals and objectives for performance-based equity awards and evaluates performance against those goals
Reviews and approves compensation of the CEO
Oversees compensation policies and practices to ensure that they do not encourage unnecessary risks
Oversees recruitment and retention efforts for all employees
Recent Activities and Key Focus Areas
Overseeing cultural shift for GE, prioritizing values of candor, humility and transparency
Meeting with shareholders and responding to shareholder feedback on executive compensation practices, ensuring the design of compensation programs supports the talent needs of GE
Overseeing GE compensation and benefit programs with a focus on external benchmarking for executive compensation practices
Reviewed options for retirement plan changes in conjunction with deleveraging activities
Assisting with interviewing and recruiting new CFO for GE
Reviewing succession plans for critical talent
Other Members
Bazin, D’Souza, Garden & Reynolds
8 meetings in 2019

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

Financial acumen. Mses. Lesjak, Reynolds and Seidman and Mr. D’Souza are “audit committee financial experts” (per SEC rules), and each of these directors are “financially literate” (per NYSE rules).


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The GE Board in Action: 2019 Highlights

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

DIRECTOR VISITS. Site visits are a valued Board activity, providing first-hand exposure to our operations as well as opportunities to interact with employees at all levels of the company. Perhaps most importantly, on-site and other engagement beyond the boardroom gives our directors an understanding of our culture, which we consider an essential component of our transformation strategy.




New Director Orientation
Full orientation program for Lesjak and Reynolds


Committee Orientation
Full Audit Committee orientation in light of committee refreshment



with the


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


Annual Senior Leadership Meeting
Director attendance and presentations

Business Summits/
Corporate Functional Meetings
Global law and policy summit, internal audit staff summit


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



  “Say-on-Pay” Engagement
Engagement with shareholders included Tom Horton (Lead Director & Compensation Committee Chair) and Ed Garden
  Televised Interview
Leslie Seidman (Chair of Audit Committee), appearance on CNBC in response to accounting fraud allegations against GE

New CFO and CHRO Recruitment
The Board engaged in the recruitment, interviewing and selection of candidates



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Key Areas of Board Oversight


The Board has oversight responsibility for management’s establishment and execution of corporate strategy. Elements of strategy are discussed at every regularly scheduled Board meeting, guided by the current company-level priorities of solidifying GE’s financial position, continuing to strengthen our businesses and driving long-term profitable growth. The Board also engages directly with the leaders of GE’s businesses and regularly reviews the businesses’ strategic and operational priorities, the competitive environment, market challenges, economic trends and regulatory developments. In late 2019 and early 2020, the Board conducted a strategy review of several topics that cut across GE’s businesses, such as climate change, the prospects for greater decoupling in US/China relations, and digital product and service offerings. At meetings occurring throughout the year, the Board also assesses capital allocation plans, the company’s performance against the annual budget and potential mergers, acquisitions and dispositions for alignment with our strategic priorities.

Risk Management

Risk assessment and risk management are the responsibility of the company’s management, and the Board has oversight responsibility for those processes. The Audit Committee assists with the oversight of the company’s enterprise risk management framework, and the Board has also delegated specific risk oversight responsibility to committees of the Board based on the expertise of those committees. Our Governance Principles and committee charters define the risk areas for which each committee has ongoing oversight responsibility, while the Board as a whole focuses on the most significant risks facing the company. Throughout the year, the Board and the committees to which it has delegated responsibility dedicate a portion of their meetings to review and discuss specific risk topics in greater detail.

The GE Board’s risk oversight builds upon management’s risk assessment and mitigation processes. Those processes include regular discussions during operational and strategic reviews with the businesses, as well as the programs, policies, processes and controls related to the company’s financial planning and analysis; controllership and financial reporting; executive development and evaluation; compliance under the company’s code of conduct (The Spirit & The Letter); integrity programs and applicable laws and regulations; environmental, health, safety compliance; information technology and cybersecurity programs; and internal audits. During 2019, we also appointed a Chief Risk Officer, Chris Pereira, at the corporate level to assist with coordinating the company’s enterprise risk management framework, and who reports periodically to the Audit Committee and the full Board on risk topics. These have included discussions with the Audit Committee or Board about top enterprise risks, liquidity risk management and stress testing, delegations of authority for significant transactions and expenditures and risks related to the company’s strategic planning and priorities.

We typically organize enterprise risks into the broad categories of strategic, operational, financial, legal and compliance or reputational risk. Risks identified through our risk management processes are prioritized and, depending on the probability and severity of the risk, escalated as appropriate. Senior management discusses these risks periodically and assigns responsibility for them to owners within the businesses or at the corporate level. Risk leaders within the businesses and corporate functions are responsible to present risk assessments and key risks to senior management and, when appropriate, to the Board or the relevant committee of the Board. Refer to the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2019 for a discussion of key risks that could have a material adverse effect on our business, reputation, financial position and results of operations.

Environmental, Social and Governance (ESG) Matters

The Board and its committees oversee the execution of GE’s environmental, social and governance strategies and initiatives as an integrated part of their oversight of the company’s overall strategy and risk management. For example, as noted above, the Board in late 2019 reviewed climate change-related opportunities and risks across GE’s businesses as part of its strategy review. The Board is actively engaged with management on related topics such as the competitive landscape for our businesses amidst climate-related shifts in technology, product and service demand; scenario analysis of potential pathways; customer, investor and other stakeholder expectations; and the environmental impact of GE’s own operations. In addition, the Governance Committee assists the Board in its oversight of corporate social responsibilities, significant public policy issues, protection of human rights, environmental, health & safety (EHS) matters, political contributions and lobbying activities.

Human Capital Management and Succession Planning

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


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Board Governance Practices

Our Board seeks to operate with the highest degree of effectiveness, supporting a dynamic boardroom culture of independent thought and intelligent debate on critical matters. We take a comprehensive, year-round view of corporate governance and our adoption of best practices impacts our leadership structure, Board composition and recruitment, director engagement, and accountability to shareholders. Our Board and committee evaluation process allows for annual assessment of our Board practices and the opportunity to identify areas for improvement.


How We Evaluate the Board’s Effectiveness

Annual Evaluation Process

The Governance Committee oversees and approves the annual formal board evaluation process and determines whether it is appropriate for the evaluations to be conducted by the lead director or an independent consultant each year. In 2019, the evaluation process was conducted by Mr. Horton as the lead director.


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


The lead director conducted a one-on-one interview with each member of the Board focused on:

reviewing the Board’s and its committees’ performance over the prior year; and
identifying areas for potential enhancements of the Board’s and its committees’ processes going forward.


The lead director reviewed the questionnaire and interview responses with the full Board.


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


The 2019 evaluation reaffirmed that changes implemented following the 2018 self-evaluation process, such as elimination of the Finance and Capital Allocation Committee, had resulted in improvements. Other changes coming out of the 2019 self-evaluation included:

more dedicated meeting time for long-term strategy discussions; and
enhancements to Board and committee materials.


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How We Get Feedback from Investors

Our Investor Engagement Program

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

GE Participants           How the Board Receives Direct Feedback from Major Institutional Investors
Senior management
Investor relations department
Legal department
Human resources department
From time to time, GE’s independent directors meet with representatives of our shareholders. This complements management’s investor outreach program and allows directors to directly solicit and receive investors’ views on GE’s strategy and performance.
Our lead director regularly accompanies management on its governance-focused roadshow with a number of significant investors, and other directors join these outreach discussions from time to time. In 2019, our lead director participated in discussions with a number of our largest investors to discuss the recent CEO transition and to solicit feedback on executive compensation programs, Board engagement and the Board’s role in overseeing the company’s strategy and portfolio transformation.

Our Investor

Investor Feedback Committee Response

Investors had the most significant concerns about the following actions by the Compensation Committee:

Applying positive discretion to grant bonuses to certain Corporate executive officers, notwithstanding the failure to meet formulaic targets for the 2018 performance period; and
Providing for single-trigger change of control provisions in the employment agreements for outside executive hires.

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 shareholders and the relationship between risk-taking and the incentive compensation we provide to our named executives.

After considering these factors, and based on additional feedback from our investors, the committee decided to take the following actions to increase management accountability and more closely align management’s interests with shareholders:

Committing to provide no further single-trigger change of control provisions in employment agreements for new outside hires;
Continuing to shift executive compensation away from cash-based programs and to equity;
Adopting a formal peer group for the purposes of assessing executive compensation;
Granting PSUs to a broader swath of our executive officers; and
Changing the performance metrics for the 2020 PSUs to the S&P 500 Industrial Index, which represents a more tailored group of industrial peers, compared to the S&P 500.

Notwithstanding these concerns, the vast majority of investors with whom we engaged indicated that they were supportive of the Compensation Committee’s actions overall. In particular, investors indicated that they were supportive of:

Taking action to attract and retain key talent during a period of uncertainty for the company;
Ongoing focus on tailoring incentives to the business units for the bonus program;
Ongoing efforts to align executive pay with results for shareholders through equity; and
Simplifying the performance metrics used across our compensation programs.


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Recent Investor Discussion Topics and Board Response
GE Strategy and Portfolio Critically review the company’s strategy and portfolio, narrowing our focus to strengthen our businesses to improve top-line and bottom-line performance
Debt Strategies Take action to reduce the company’s leverage and debt outstanding
Board Composition Continue our ongoing Board refreshment, adding directors with relevant industry experience and skill sets
Executive Compensation Simplify our executive compensation programs to increase focus on key performance metrics
Audit Matters Lay the groundwork for going to bid for our independent auditor

Investor Outreach and Our 2019 Say-On-Pay Vote

At our 2019 annual meeting, 70% of shareholders expressed support for the compensation of our named executives.

In advance of the 2019 annual meeting, and as part of our fall outreach after the meeting, we made significant efforts to engage with our institutional shareholders to better understand their concerns related to our executive compensation programs and to the factors impacting their say-on-pay vote. This outreach also involved two independent directors who are members of our Compensation Committee, Tom Horton (the Committee Chair) and Ed Garden. During 2019, we solicited feedback from shareholders representing 48% of our shares outstanding as of December 31, 2019, and we spoke with 25 shareholders (some on multiple occasions) representing 44% of our shares outstanding as of that date to collect their feedback on our executive compensation programs. This was in addition to the engagement by our investor relations department as well as the engagement we do with retail investors.

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 65).


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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 shareholders meeting.

BOARD/COMMITTEE MEETINGS. In 2019, each of our current directors attended at least 75% of the meetings held by the Board and committees on which the member served during the period the member was on the Board or committee. Average attendance by our current directors for these meetings was 94% during 2019.

ANNUAL SHAREHOLDERS MEETING. 9 of our 10 director nominees for 2019 attended the 2019 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 65).

CONFLICTS OF INTEREST. All directors are required to recuse themselves from any discussion or decision affecting their personal, business or professional interests. If an actual or potential conflict of interest arises, 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. In 2019, the Governance Committee decided to further reduce the number of public company boards permitted for GE directors, as disclosed below.

Public company executives 2*
Other directors 4
Audit Committee Chair 2
Audit Committee member 3
Lead Director Absent special circumstances should not serve as lead director, chairman or CEO of another public company
* Service on the board of a public company for which a director serves as an executive, together with service on the board of any public company subsidiary or public affiliates as part of the director’s executive responsibilities shall count as one board for purposes of this limit.
HOW WE APPLIED TO BAZIN. Mr. Bazin is in compliance with GE’s policy on public board service although he serves on three public company boards, including GE. In assessing the time commitment for these boards, we note that Mr. Bazin serves on two of those boards in connection with his role as Chairman and CEO of AccorHotels. In addition to serving as the Chairman of Accor, he serves on the board of Huazhu Group Limited (formerly known as China Lodging Group), in which Accor owns a stake. Accor and Huazhu Group have also entered into a strategic alliance pursuant to which Huazhu Group is the master franchiser for Accor’s economy hotel business in China.

HOW WE APPLIED TO TISCH. Mr. Tisch is in compliance with GE’s policy although he serves on four public company boards, including GE. Mr. Tisch is the CEO of Loews, which is a diversified holding company whose business operations are entirely conducted through its subsidiaries. The three other public company boards on which Mr. Tisch serves are all within Loews’s consolidated group of companies. Two of these subsidiaries, CNA Financial (89% owned) and Diamond Offshore Drilling (53% owned), accounted for approximately 80% 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 HORTON. In appointing Mr. Horton as lead director, the Board considered the fact that Mr. Horton is also the lead director for Walmart. In reviewing Mr. Horton’s time commitment at Walmart, the Board noted that Walmart separates the roles of Chairman and CEO, mitigating the potential time commitment of the lead director. The Board determined that Mr. Horton could serve in both roles under the circumstances.

Independent Oversight of Political Spending

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

Policy oversight. A yearly review of GE’s political spending policies and lobbying practices.
Budget oversight. Approval of GE’s annual budget for political activities.
Reporting. Issuance of a yearly report on the company’s political spending, which is updated twice each year and made available on our ESG website (see “Helpful Resources” on page 65).

In 2018, the Governance Committee decided to further enhance the company’s political spending disclosures by disclosing the names of all trade associations receiving more than $50,000 from the company, including the portion of the company’s payment used for lobbying or political expenditures, as well as any contributions to 501(c)(4)s, beginning with contributions made in 2018. GE’s political spending has declined in recent years, and in 2019 we did not contribute any corporate funds to political campaigns, committees or candidates for public office.


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Each year we review GE’s governance documents and modify them as appropriate. These documents include the Board’s Governance Principles — which include our director qualifications and director independence guidelines — as well as Board committee charters. The web links for these materials can be found under “Helpful Resources” on page 65.

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 relevant facts and circumstances, and for developing and implementing processes and controls for obtaining information about these transactions from directors and executive officers. As SEC rules require, we disclose in this proxy statement all such transactions that are determined to be directly or indirectly material to a related person. In

addition, the Governance Committee reviews and approves or ratifies any such related person transaction. As described in the Governance Principles, which are available on GE’s website (see “Helpful Resources” on page 65), in the course of reviewing and approving or ratifying a disclosable related person transaction, the committee considers the factors in the box below. During 2019, there were no related person transactions that met the requirements for disclosure in this proxy statement.

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


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Stock Ownership Information

Common Stock & Total Stock-Based Holdings Table
The following table includes all GE stock-based holdings, as of December 31, 2019, 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.

Sébastien Bazin 0 80,258
Ashton Carter 0 0
Francisco D’Souza 151,500 269,003
Edward Garden 64,191,203 64,230,998
Thomas Horton 55,248 92,701
Risa Lavizzo-Mourey 25,000 75,307
Catherine Lesjak 0 16,315
Paula Rosput Reynolds 25,800 48,882
Leslie Seidman 6,500 66,301
James Tisch 3,540,000 3,692,898
Total 67,995,251 68,572,663

Larry Culp 1,182,276 0 7,682,276
Jamie Miller 346,829 1,399,309 2,971,955
David Joyce 726,901 3,832,759 5,593,303
Kevin Cox 106,690 468,000 1,974,220
Russell Stokes 281,749 960,892 2,724,549
Total 2,644,445 6,660,960 20,946,303

As a group (19 people)   79,272,375   97,316,723

The Vanguard Group 661,814,126
Fidelity Management & Research 636,593,285
T. Rowe Price Associates 558,575,032
BlackRock, Inc. 525,937,794
Total 2,382,920,237
No director or named executive owns more than one-tenth of 1% of the total outstanding shares of GE common stock, other than Mr. Garden, who may be deemed to indirectly beneficially own 0.7% of our outstanding shares as a result of his affiliation with Trian (see note 1 below).
Vanguard, Fidelity, T. Rowe Price and BlackRock own 7.4%, 7.3%, 6.4% and 6.0%, respectively, of our total outstanding shares.

COMMON STOCK. This column shows beneficial ownership of our common stock as calculated under SEC rules. Except to the extent noted below, everyone included in the table has sole voting and investment power over the shares reported. None of the shares are pledged as security by the named person, although standard brokerage accounts may include non-negotiable provisions regarding set-offs or similar rights.(1) For the named executives, this column also includes shares that may be acquired under stock options that are currently exercisable or will become exercisable within 60 days (see the Options sub column).

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 54, directors must hold the DSUs included in this column until one year after leaving the Board.

COMMON STOCK & TOTAL. Both columns include the following shares over which the named individual has shared voting and investment power through family trusts or other accounts: Cox (106,690), Culp (1,182,276), Garden (64,191,203)(1), Horton (55,248), Reynolds (4,300), Scott Strazik (11,659) and Tisch (3,540,000)(2).

CURRENT DIRECTORS & EXECUTIVES. These columns show ownership by our current directors and executive officers. This row includes: (1) 8,142,980 shares that may be acquired under stock options that are or will become exercisable within 60 days, (2) 171,798 RSUs that vest within 60 days, and (3) 69,101,376 shares over which there is shared voting and investment power. Current directors and executive officers as a group own approximately 0.9% of GE’s total outstanding shares, including those shares owned by the Trian Entities (as defined below).

5% BENEFICIAL OWNERS. This column shows shares beneficially owned by The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355; FMR LLC (Fidelity), 245 Summer Street, Boston, MA 02210; T. Rowe Price Associates, 100 East Pratt Street, Baltimore, MD 21202; and BlackRock, 55 East 52nd Street, New York, NY 10055 as follows:

Sole voting power 12,825,871 45,850,529 209,564,923 455,254,946
Shared voting power 2,375,517 0 0 0
Sole investment power 647,269,523 636,593,285 558,575,032 525,937,794
Shared investment power 14,544,603 0 0 0

The foregoing information is based solely on a Schedule 13G/A filed by Vanguard with the SEC on February 12, 2020, a Schedule 13G filed by Fidelity with the SEC on February 7, 2020, a Schedule 13G filed by T. Rowe Price with the SEC on February 14, 2020, and a Schedule 13G/A filed by BlackRock, Inc. with the SEC on February 5, 2020, as applicable.

(1) For Mr. Garden, this column refers to 64,191,203 shares owned by the Trian Entities (as defined below). Trian, an institutional investment manager, serves as the management company for Trian Partners, L.P., Trian Partners Master Fund, L.P., Trian Partners Parallel Fund I, L.P., Trian Partners Strategic Investment Fund II, L.P., Trian Partners Strategic Investment Fund-A, L.P., Trian Partners Strategic Investment Fund-N, L.P., Trian Partners Strategic Investment Fund-D, L.P., Trian Partners Strategic Fund-G II, L.P., Trian Partners Strategic Fund G-III, L.P., Trian Partners Co-Investment Opportunities Fund, Ltd., Trian SPV (Sub) X, L.P., Trian Partners Strategic Fund-K, L.P. and Trian Partners Strategic Fund-C, Ltd. (collectively, the Trian Entities) and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the company held by them. None of such shares are held directly by Mr. Garden. Of such shares, 32,059,887 shares are currently held in the ordinary course of business with other investment securities owned by the Trian Entities in co-mingled margin accounts with a prime broker, which prime broker may, from time to time, extend margin credit to certain Trian Entities, subject to applicable federal margin regulations, stock exchange rules and credit policies. Mr. Garden is a member of Trian Fund Management GP, LLC, which is the general partner of Trian, and therefore is in a position to determine the investment and voting decisions made by Trian on behalf of the Trian Entities. Accordingly, Mr. Garden may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Exchange Act) the shares owned by the Trian Entities. Mr. Garden disclaims beneficial ownership of such shares for all other purposes.

For Mr. Tisch, this refers to 540,000 shares owned by a Tisch family trust and 3,000,000 shares owned by Loews Corporation, of which Mr. Tisch is the CEO, President, a director and shareholder. Mr. Tisch disclaims beneficial ownership of the shares owned by Loews Corporation except to the extent of his pecuniary interest, if any, in those shares.


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Environment and Social (E&S)

How We Work

GE delivers innovative solutions and services to provide essential infrastructure for the world. We work with the highest integrity, a compliance culture and respect for human rights while also reducing the impact of our technology and environmental footprint. Our advanced technology improves lives and offers our customers world class, efficient solutions to power communities, improve the healthcare ecosystem, and transport people across the globe.

E&S Framework


As noted above, the Board and its committees oversee the execution of GE’s environmental, social and governance strategies and initiatives as an integrated part of their oversight of the company’s overall strategy and risk management, including as it relates to climate change-related risks and opportunities. For additional detail, see “Key Areas of Board Oversight—Environmental, Social and Governance (ESG) Matters” on page 20. In addition, the Governance Committee assists the Board in its oversight of corporate social responsibilities, significant public policy issues, protection of human rights, environmental, health and safety matters, political contributions and philanthropic efforts.


We believe that GE is uniquely positioned to contribute to efforts to reduce greenhouse gas emissions. As the company that has led the way in innovation for over a century, GE can deliver technology for the world to meet the emissions reduction targets called for by the 2015 Paris Agreement and achieve the long-term goal of sustainable development. With a global installed base of more than 64,000 aircraft engines, more than 7,000 gas turbines, more than 40,000 onshore wind turbines and more than 4 million healthcare systems, GE products and services improve lives, protect the environment, and give our customers world class and efficient solutions. We recognize the heightened concern about the emission of greenhouse gases and will continue to invest in research and development to reduce the carbon footprint of our equipment. We have also led by example in our own operations—reducing our greenhouse emissions by 23% and water use by 18% between 2011 and 2018—as part of our longstanding commitment to environmental stewardship, human rights, and a culture of integrity and compliance. We are currently articulating our next set of greenhouse gas reduction goals and expect to announce them later this year.

Our innovative solutions help our customers achieve their carbon reduction goals:

GE9X Engine  
The GE9X jet engine will power Boeing’s long-range 777X and will be the largest aircraft engine ever produced. It is designed to deliver a 10% more efficient fuel burn and 45% less smog-causing emissions than the GE90–115B engine it replaces.
HA Gas Turbine  
GE’s HA Gas Turbine technology has earned world records for combined-cycle power plant efficiency. In 2019, GE secured its 100th HA turbine order and launched the latest evolution of the technology, the 7HA.03, which is currently the world’s largest and most efficient gas turbine.
Haliade-X Offshore Wind Turbine                              
The Haliade-X 12-megawatt turbine will be capable of powering 16,000 European households, producing 67 gigawatt-hours per year, based on wind conditions of a typical German North Sea site. That represents more energy than any other offshore wind turbine available today.

Environment, Health & Safety (EHS)

At GE, we are committed to protecting our people, the environment, and the communities in which we work. We hold ourselves to the same high expectations and standards everywhere we work, and we assess the EHS impacts of our businesses globally at all stages of operations. At GE, operations are accountable for EHS, with active participation from senior leadership. This engagement is aimed at ensuring compliance with GE’s high standards and EHS laws, as well as finding ways to continuously improve how we manage and reduce our risks and environmental footprint across all our sites, services operations, and projects globally. GE is committed to managing the emerging EHS risks from new products and operations by developing and maintaining strong, progressive EHS programs and review practices.






(a) Based on 100 employees working 200,000 hours annually.

Baker Hughes results reflected in 2017 and 2018, but not 2019.


Reportable environmental events include spills/release, air exceedance, and wastewater exceedance events.


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Compliance & Integrity

Effective compliance depends on culture and leadership. We view our reputation for integrity and compliance as a competitive and recruiting advantage, and we expect our leaders from the top down to create a culture of compliance. We are committed to an open reporting environment in which employees are encouraged to promptly raise concerns without fear of retaliation. Our Code of Conduct policy, The Spirit & The Letter, details the expectations of everyone who works for or represents GE, in specific areas such as improper payments, working with governments, competition law, international trade compliance, cybersecurity and privacy and fair employment practices.

Open reporting is the cornerstone of GE’s commitment to integrity. As a result, we rely on all of our employees to raise issues when they see something that they believe may violate a law or GE policy. We believe our employees are our first and best line of defense.

Compliance policy highlights:

GE promotes an open environment, in which employees are encouraged to raise integrity concerns through a variety of channels and are comfortable doing so without fear of retaliation. GE manages reported concerns through its Global Open Reporting & Ombuds Program.
All employees are expected to promptly submit concerns regarding potential violations of law, regulation, or GE policy through one of the available Open Reporting Channels.
Employees do not need to be certain that a violation has occurred, but rather should raise a concern when they have a good faith belief that something improper, a violation of law or policy, has occurred.
Retaliation for raising a concern, or participating in an integrity investigation, is strictly prohibited.

Human Capital Management

Human capital management and succession planning, including diversity and inclusion initiatives, are key to GE’s success. We need great ideas, innovation and leadership to stay current and relevant. GE is an equal opportunity employer, and we are committed to making employment decisions without regard to race, color, religion, national or ethnic origin, sex, sexual orientation, gender identity or expression, age, disability, protected veteran status or other characteristics protected by law. We seek to retain our employees through competitive compensation, benefits and challenging work experiences with increasing levels of responsibility.

In June 2018, we announced our plan to make our businesses the center of our operations and reduce corporate headquarters to focus on strategy and execution, capital allocation, talent development and governance. As part of that transition, we are seeking to find the right balance of skills and talent both inside the company and sourced from outside.

Attracting and retaining key talent is a high priority for our Board. These efforts include assessing the allocation of talent across the company, better accountability, and better alignment of compensation. This period of transition presents challenges, but we believe these changes will empower our people, reduce complexity and increase employee satisfaction.
Human Rights & Supply Chain

GE is proud to be a leader in respecting human rights across our operations—from our supply chain to our products. We were among the first global brands to publish a Statement of Principles on Human Rights. We have long collaborated with peers, partners, governments and civil society in search of practical ways to address some of the world’s most complex human rights challenges. GE has been an active member of the UN Global Compact, the world’s leading corporate sustainability initiative, for over a decade. We co-founded the Global Business Initiative on Human Rights, a forum for multinationals to discuss human rights challenges and leverage best practices. We are also active participants in the Leadership Group for Responsible Recruitment, a multi-stakeholder initiative to tackle unethical recruitment of vulnerable workers, one of the leading causes of modern slavery.

As a founding member of the Global Business Initiative on Human Rights (GBI), GE is committed, along with other member multinational corporations, to embed respect for human rights into our business operations. Peer learning and benchmarking enables GE to determine the right strategy and process to address human rights risk on our business areas. By connecting with industry leaders and engaging with this business-led group, GE gains insights into emerging trends and issues and examines challenges and potential solutions that other members have experienced.

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

Philanthropy – GE Foundation

The GE Foundation, the philanthropic organization of GE, is committed to transforming our communities and shaping the diverse workforce of tomorrow by leveraging the power of GE. We are developing skills by bringing innovative learning in community health globally and science, technology, engineering and mathematics (STEM) education, scaling what works, and building sustainable solutions.

Community health: The GE Foundation is committed to increasing access to quality healthcare in underserved communities around the world. For example, the GE Foundation has committed $14 million to the University of New Mexico, which has enabled them to expand Project ECHO (Extension for Community Healthcare Outcomes) to 38 countries, ensuring access to high-quality care in medically underserved areas.


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STEM education: The GE Foundation is driving STEM education to prepare students for the jobs of the future. For example, our mobile STEM labs brought hands-on lessons in digital fabrication to more than 3,000 middle and high school students in Greater Boston during the 2018-2019 school year.
Matching Gifts: The GE Foundation created the concept of a corporate matching gift program in 1954 to empower employees in their personal philanthropy and charitable giving. The program supports employee giving by providing a 1:1 match, up to $5,000 annually. In 2019, contributions and matching gifts totaled more than $35 million.
Scholarships: The GE Foundation has been providing competitive awards since 1984 to children of eligible GE employees around the world. Since then, more than 14,500 awards have been given worldwide for a total of more than $19 million. In 2019, the GE Foundation awarded 152 scholarships in recognition of students’ academic record, extracurricular activities and community service.


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Management Proposal No. 1
Advisory Approval of Our Named Executives’ Pay

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

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

We hold say-on-pay votes annually. Under the Board’s policy of providing for annual say-on-pay votes, the next say-on-pay vote will occur at our 2021 annual meeting.

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:
Promoting accountability for performance.
Rewarding sustained financial and operating performance and withholding compensation when those objectives are not achieved.
Aligning our executives’ interests with those of our shareholders to create long-term value.
Attracting and motivating executives to join GE and remain with us for long and productive careers.

Dear GE Shareholders,

Choosing the right leadership for GE is the Board’s most important responsibility, and as the Management Development and Compensation Committee, we are committed to ensuring that GE’s leadership team has the right talent, with compensation programs aligned to our strategy and pay aligned to performance and the creation of long-term shareholder value. We have taken a number of actions this year to reflect our focus on shareholder engagement, pay-for-performance and human capital.

SHAREHOLDER ENGAGEMENT AND FEEDBACK. Our 2019 say-on-pay vote at last year’s annual meeting received 70.4% approval. We were not satisfied with this outcome and viewed it as an opportunity for improvement. During 2019, members of this committee and senior members of GE management expanded our direct outreach to shareholders, speaking with investors representing nearly half of our shares outstanding. The feedback we received has shaped our ongoing approach to compensation practices, as a result of which we:

Will omit single-trigger change of control provisions from all future employment agreements for outside hires, including those who were hired in 2019 and 2020.
Adopted a new peer group for benchmarking purposes.
Refined our peer group for our PSU awards. Beginning in 2020, we will begin measuring GE’s relative performance against the S&P 500 Industrial index, rather than the broader S&P 500 index, which we believe is more reflective of our company, our peers and how our investors measure our performance.

As we continue to review and refresh our compensation programs, we remain committed to gathering and incorporating shareholder feedback throughout the process.

INCENTIVIZING KEY PERFORMANCE MEASURES AND DELIVERING RESULTS. At the beginning of 2019, we set rigorous incentive goals for our executive team to focus them on the most critical areas of performance. Our annual bonuses for 2019 incentivized executives to improve free cash flow, Corporate level earnings per share (EPS) and, at the business level, earnings. Our long-term equity incentive
plans, which are predominantly tied to multi-year performance objectives, incentivize results that will positively impact the GE stock price, including our plans to decrease leverage and improve operating performance. The majority of our named executives’ pay is in the form of equity, aligning their interests with investors and incentivizing long-term shareholder value creation.

Our executives’ compensation is tied to our investor outlook, and our 2019 results reflect the strength of these programs in producing outcomes. Free cash flow and adjusted earnings per share for the year both significantly exceeded our outlook for the year and the metrics under the Corporate bonus program. Though these results reflect significant progress, we still have substantial work to do.

Our 2018 and 2019 long-term incentive awards, including the PSU grant made to Larry Culp upon his appointment as CEO, remain outstanding. While 2019 was a year of significant progress, during which our stock price was up more than 50% for the year, final PSU payouts will depend upon our stock performance over a multi-year period, focusing our executives on sustained growth.

SELECTING A RELEVANT PEER GROUP. During 2019, we worked with our new management team to update our talent and compensation philosophy. As part of this effort, we have focused more rigorously on external benchmarking of compensation against a defined set of peers, and we developed and benchmarked against a new peer group, reflecting the sectors we are in, our increased focus on a few key industries, and the size and complexity of our organization.

BROADENING OUR PERFORMANCE EQUITY PROGRAM. We continued to shift the focus of our executive compensation programs away from cash and toward performance-based equity. In 2018, we began awarding long-term incentives entirely in equity to our top executives. In 2019, we realigned compensation more toward performance-based equity for a broader base of executives than in previous years. The broadening of our equity participation aligns the outcomes for a larger group of executives with that of shareholders. In addition, and perhaps more importantly, putting more of the incentive into equity is consistent with our strategy to restore GE to long-term sustainable performance and profitability.


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RECRUITING AND RETAINING TALENT. Attracting and retaining top talent during a period of significant change was a key priority for us in 2019. As noted last year, to speed the execution of our strategic plan, during 2018 we recruited Larry Culp as GE’s first external CEO in our long history. As a committee, we worked closely with Larry during the year as he sought to build out a new leadership team, including efforts to recruit a new CFO and CHRO from outside the company. Our new CFO, Carolina Dybeck Happe, joined the company in early March 2020. As a committee, we took a hands-on approach to the search, participating in candidate interviews and efforts to recruit Ms. Dybeck Happe, a proven global CFO with a superior track record of delivering results. Attracting top talent remains a key priority for us as
we seek to achieve the right mix of executives with fresh and objective outside perspectives while retaining other talented leaders who know the company well, to ensure that GE is best positioned for growth going forward.


Thomas Horton (Chairman)
Sébastien Bazin
Francisco D’Souza
Edward Garden
Paula Rosput Reynolds

Overview of Our Executive Compensation Program

Although the executive compensation discussion in this proxy statement focuses on the compensation decisions for our named executives—Larry Culp (Chairman & CEO), Jamie Miller (Former SVP, CFO), Kevin Cox (SVP, Chief Human Resources Officer), David Joyce (Vice Chairman, GE & CEO, Aviation), and Russell Stokes (SVP, GE & CEO, Power Portfolio) — our executive compensation programs apply

broadly across GE’s employee ranks. For 2019, approximately 3,100 executives received equity incentives and participated in our annual cash bonus plan for executives. We strive to pay fair and competitive wages to all of our employees, considering the specific job markets in which they work and peer compensation.

Compensation Philosophy

This section describes the key elements the Compensation Committee considers when designing pay programs and making compensation decisions.

Align Metrics
to Strategy
Our executive compensation programs seek to focus our leadership team on those key metrics that are critical drivers for executing on our strategy and achieving long-term sustainable growth. We foster a strong pay-for-performance culture by setting metrics in our incentive compensation plans that reflect our business plan, the operating framework for achieving it and the goals we communicate to investors. We set target performance levels that are challenging but reasonably achievable and are aligned with our strategy, which reflects our longer-term financial outlook. We set commensurately more challenging goals in association with above-target payouts.
Incentivize Short-
and Long-Term
The 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 short-term performance, while equity awards encourage our named executives to deliver sustained strong results over multi-year performance periods, thereby encouraging strong performance, supporting our talent retention objectives and fostering alignment with investors. The committee believes that most of our named executives’ compensation should be contingent on the company’s long-term stock price performance. Consistent with this belief, the committee expects to deliver a greater percentage of our executive compensation in the form of equity, rather than cash, going forward.
Balance Between
Overall Company
and Business
Unit Results
The committee believes that our named executives, as key members of the company’s leadership team, share the responsibility to support GE’s overall goals and performance. This compensation philosophy is most clearly reflected in our annual equity incentive grants, which tie our executives’ pay to overall company performance. The committee believes that there should also be clear accountability for the performance of each executive’s business. Since 2018, the committee has tied the annual cash bonus program for each top-tier business, as well as for each business’s leader, to the individual business’s results. Equity awards continue to incentivize our leaders to enhance GE’s overall performance, regardless of whether they are at Corporate or in one of the businesses.
Apply Judgment
Where Appropriate
Our compensation programs primarily focus on payouts that are tied to specific quantitative performance objectives. However, the committee retains the authority to exercise discretion, whether positive or negative, over our compensation programs. In some instances, the committee may make adjustments to reflect factors that are beyond the business’s control, as it did when exercising a positive adjustment to the Aviation business’s bonus pool for 2019, the metrics for which were adversely impacted by the grounding of the 737 MAX. In other instances, the committee may exercise negative discretion, as it did with the bonus pools for Corporate and Power Portfolio in 2019.
Protect Against
Our compensation programs are balanced and focused on the long term so that our named executives can achieve appropriate compensation through consistent superior performance over sustained periods of time. In addition, our equity awards have specific holding and retention requirements for senior executives, which discourage excessive risk taking by ensuring that pay remains subject to our share price performance even after it is earned. The Compensation Committee retains discretion to adjust compensation pursuant to our clawback policy as well as for quality of performance and adherence to company values. See “Clawbacks and Other Remedies for Potential Misconduct” on page 52 for more information.


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Primary Compensation Elements for 2019

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


What is incentivized Attract and retain top talent Deliver on annual investor framework Outperform peers Increase stock price Balance against excessive risk taking
Ongoing Annual 3-year performance period Generally 3-year vesting period
EPS and Free Cash Flow (Corporate)
Earnings and Free Cash Flow (business levels)
Individual performance
GE TSR v. S&P 500* Stock price appreciation
CEO target
pay mix
Average other
NEO target pay mix
* Except PSUs granted to Vice Chairman and CEO, Aviation, David Joyce in 2019, 60% of which are tied to Aviation business goals.

Peer Group and Benchmarking

DETERMINING OUR PEER GROUP. In 2019, our Compensation Committee adopted a peer group for compensation benchmarking purposes. Historically, the committee considered compensation at Dow 30 and Fortune 250 companies in setting compensation, but did not have a formal peer group. The committee anticipates reviewing this peer group on an annual basis and making changes as needed to align to the company’s strategy and the committee’s established criteria for inclusion in the peer group.

In determining the peer group, the Compensation Committee considered the following factors:

Industry – companies operating in similar or comparable industry spaces and with comparable operational scope
Size – companies that are comparable to GE in terms of revenues, market capitalization and number of employees (GE was in the top quartile in terms of revenues and third quartile in terms of market capitalization as of the reference date when the peer group was determined)
Investment Peers – U.S. public companies whose performance was monitored regularly by the same market analysts who monitor GE

3M Deere Honeywell Lockheed Martin
Abbott Laboratories DowDuPont HP Medtronic
Boeing Exxon Mobil IBM Northrup Grumman
Caterpillar Ford Intel United Parcel Service
Chevron General Dynamics Johnson Controls United Technologies
Cisco General Motors Johnson & Johnson

HOW WE USE THE PEER GROUP. The Compensation Committee uses the peer group to assess the pay level of our executives, pay mix, compensation program design and pay practices. The group is also used as a reference point when assessing individual pay, though pay decisions are also impacted by internal equity, retention considerations, succession planning and internal GE dynamics.


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How Our Incentive Compensation Plans Paid Out for 2019

This section provides an overview of how GE performed against the goals established under its 2019 annual bonus program. See “Compensation Actions for 2019” on page 35 for amounts paid to the named executives as well as how we assessed their individual performance.

2019 Annual Bonuses

We provide annual cash incentive opportunities to our named executives under GE’s Annual Executive Incentive Plan (AEIP). Awards granted under the AEIP are designed to drive company and business unit performance (for the relevant business unit executives). When determining the actual annual incentive award payable to each executive officer, the Compensation Committee first considers the actual performance achieved relative to pre-established targets that were approved by the committee at the beginning of the performance period to determine the AEIP pool funding. The committee has the authority to apply discretion based on the quality of the results and adjust the AEIP pool payout level, if warranted. Individual awards are further modified up or down based on performance against individual objectives.

METRICS FOR THE ANNUAL BONUS POOL. Since 2018, payout metrics for the annual bonus program have been determined for our Corporate named executives based upon two metrics—adjusted earnings per share and free cash flow—and payout metrics for each business unit have based primarily on two metrics that were tailored

to the business unit—generally free cash flow and earnings. For our Corporate named executives, the bonus pool performance metrics for 2019 continued to be based upon company-wide results. For 2020, we expect that half of the bonus pool will be determined based upon free cash flow, while the other half will be determined (at Corporate and for each business) based upon organic margin expansion and organic revenue growth, rather than earnings or earnings per share, as these metrics are more reflective of how the businesses are managed.

HOW THE BONUS PROGRAM WORKS. We pay cash bonuses to our named executives each February or March for the prior year. All employees at the executive-band level and above within GE are eligible to participate in the annual bonus program. For our named executives, target bonuses are typically set at 100-150% of salary (Mr. Cox’s annual bonus target is set at 200% of salary, per his employment agreement). At the beginning of the year, the Compensation Committee sets the performance goals for each bonus pool. Separate bonus pools are set up for employees at Corporate (using company-wide metrics) and each of the businesses (using metrics specific to that business). The committee may set additional metrics or criteria for individuals at different levels of seniority.

In January or February following the performance period, the Compensation Committee assesses performance against the metrics for the prior year to determine the payout level for each business’s bonus pool, including whether positive or negative discretion should be applied. Once the bonus pool is determined, payments are made at the individual level, with adjustments made as warranted by managers within the businesses based upon the eligible individual’s performance. For the CEO and his direct reports, this assessment is done by the Compensation Committee.

The chart below sets forth how the company, Aviation and Power Portfolio businesses performed relative to the targets under the AEIP for the 2019 performance period.

(in $ millions, other than
per share amounts)
GE Corporate
(Culp, Miller,
and Cox)
Adjusted Earnings Per Share* 50% Maximum 130% (Adjusted downward from 150%)  
Payout at 130% for CEO & his direct reports
Free Cash Flow* 50% Maximum  
Earnings 50% Below
118% (Adjusted upward from 79%)  
Adjustment to above target due to strong performance, despite 737 MAX impact
Free Cash Flow* 50% Below
Power Portfolio
Earnings 50% Above
135% (Adjusted downward from 140%)  
Strong performance, but adjusted downward to reflect benefits from one-time items
Free Cash Flow* 50% Maximum  
* Non-GAAP financial measures. For information on how these metrics are calculated, see “Explanation of Non-GAAP Financial Measures and Performance Metrics” on page 53.
** The company does not report earnings or free cash flow metrics at the sub-segment level for Power Portfolio. Target performance levels were challenging, but achievable with good performance, and maximum performance levels represented stretch performance.
Represents final metrics that were adjusted to reflect the deconsolidation of Baker Hughes Company on September 16, 2019, after GE sold its controlling interest in the company. Prior to adjustment, the threshold, target and maximum values for the Corporate Adjusted Earnings Per Share pool were $0.45, $0.55 and $0.65, respectively. See “Modifications to Performance Metrics” on the next page.


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MODIFICATIONS TO PERFORMANCE METRICS. The Compensation Committee maintains authority to adjust performance metrics under the bonus program. The only adjustment to the metrics for the bonus program during 2019 were made to the metrics for the Corporate Adjusted Earnings Per Share pool, which were originally set at $0.45, $0.55 and $0.65 per share for threshold, target and maximum, respectively. Following the sale of GE’s controlling interest in Baker Hughes Company on September 16, 2019, and the deconsolidation of Baker Hughes from GE’s results, each of these values was lowered by $0.05 per share, as shown above, reflecting the value that had been anticipated for Baker Hughes’ results. No adjustment was made to the free cash flow metrics for the Corporate pool as a result of the Baker Hughes deconsolidation. The Compensation Committee made this adjustment to align with GE’s reported results and the updated investor framework.

How We Evaluated Business Performance and Allocated the Bonus Pool

CORPORATE. For our Corporate named executives—Mr. Culp, Ms. Miller and Mr. Cox—bonuses were evaluated based upon the achievement of performance goals for the company as a whole. Overall company results were significantly stronger for 2019 than originally anticipated at the beginning of the year, exceeding expectations for both free cash flow and adjusted earnings per share. Under the metrics for the bonus plan, each of these factors would have paid out at the maximum end of the range, for a total payout at 150% of target. However, Mr. Culp proposed, and the committee agreed, to exercise discretion in adjusting the pool downward for Mr. Culp and his direct reports to 130% of target, in recognition that although the company had performed better than expected, it was in the context of a difficult turnaround for investors that is continuing. Following the allocation of the bonus pool, the committee reviewed Mr. Culp’s recommendations on the individual performance factor for each of his direct reports, and separately reviewed Mr. Culp’s performance, and assessed bonuses accordingly.

AVIATION. Mr. Joyce’s performance was based upon the Aviation business, for which he is the CEO. The Aviation business performed strongly in 2019, notwithstanding the pressures on the business from the grounding of the Boeing 737 MAX by global regulatory authorities, which began in March 2019. Aviation develops, produces and sells LEAP aircraft engines through CFM International, a company jointly owned by GE and Safran Aircraft Engines. The LEAP-1B engine is the exclusive engine for the Boeing 737 MAX. In the absence of the 737 MAX grounding, we anticipate that the Aviation business’s free cash flow would have been in excess of the maximum under the bonus plan, and the Compensation Committee made an upward adjustment to reflect this and other less significant factors, although these other factors did not impact the final funding amount. No adjustment was made for the earnings metric under the bonus plan. As a result, the Aviation bonus pool payout level was set at 118%.

POWER PORTFOLIO. Mr. Stokes’ performance was based upon the Power Portfolio business, for which he is the CEO. In this position, Mr. Stokes oversees GE’s Steam, Power Conversion and Nuclear businesses. At the beginning of 2019, we anticipated that the Power Portfolio businesses in the aggregate would experience negative free cash flow and earnings as each of the businesses worked through a turnaround and a challenging business environment. Under Mr. Stokes’ leadership, Power Portfolio performed significantly better than anticipated, driving cost-out improvements, higher quality and delivery performance. As a result, Power Portfolio’s negative use of cash for the free cash flow metric was significantly lower than expected, resulting in funding at the maximum end of the range. Power Portfolio’s earnings, while negative, resulted in a lower loss than expected, for funding between target and maximum levels. Notwithstanding these results, Mr. Culp proposed, and the committee agreed, to exercise discretion in adjusting the bonus pool down from a payout level of 140% to 135% to account for certain one-time, non-operational factors that positively impacted results, including legal settlements.


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Compensation Actions for 2019

Aligning CEO Pay with Investor Expectations

Larry Culp


Age: 56
Education: Washington College; MBA, Harvard Business School
GE Tenure: 1 Year


PERFORMANCE ASSESSMENT. As the Chairman & CEO, Mr. Culp plays a central role in shaping the company’s strategy, establishing the framework against which performance is measured, and delivering on that performance. In setting Mr. Culp’s compensation, the Compensation Committee recognized that he made a significant step forward in GE’s multi-year transformation. Performance results exceeded external guidance and GE’s stock appreciated over 50% during 2019. Mr. Culp has improved GE’s financial position, significantly reducing GE’s Industrial leverage. He has made progress in strengthening the business by instituting a new operating rhythm and adopting a more disciplined approach to managing by employing lean management principles. Mr. Culp has bolstered his leadership team through strategic hiring of external talent in key roles and reassigning of internal talent. For his strong performance and solid progress during 2019 to reset the company, the committee awarded Mr. Culp a bonus of $5,600,000.

CEO Pay Structure

Salary. Upon his appointment as CEO, Mr. Culp’s salary was set at $2,500,000 under his employment agreement. In setting his salary, the Compensation Committee took into consideration the fact that Mr. Culp had 14 years of experience as a highly successful public company CEO prior to joining GE and the importance of attracting Mr. Culp to the role. At the time of his appointment in September 2018, Mr. Culp had been serving as a director since April 2018 and GE’s lead director since June 2018.
Bonus. Mr. Culp’s bonus target is set at 150% of salary. Mr. Culp’s bonus target reflects the committee’s belief that the majority of Mr. Culp’s cash-based compensation should be contingent on performance.
Annual equity awards. Under the terms of his employment agreement, Mr. Culp was guaranteed an annual equity grant, solely in the form of PSUs, with a grant date fair value of $15 million beginning in 2019, and to be awarded on the same terms as the PSUs granted to the company’s other senior executives. Mr. Culp was granted a PSU award in March 2019 with a grant date fair value of $15.5 million, consistent with his employment agreement, and the final determination of how many shares will be earned, if any, will be based upon GE’s relative total shareholder return versus the S&P 500 for the period from the grant date of March 19, 2019 through December 31, 2021. For more information on the PSUs awarded in March 2019, see “Performance Share Units – 2019 PSUs” on page 40.
2018 PSU inducement grant. As an inducement to Mr. Culp to accept the role as Chairman and CEO in 2018, he was granted a one-time award of PSUs that will pay out as a number of GE shares if the company’s stock price appreciates significantly during the four-year performance period between October 1, 2018 and September 30, 2022. Achievement of the performance goal will be measured against a baseline price of $12.40, with the number of shares to be delivered based upon the highest average closing price of the company’s stock for any 30 consecutive trading days during the performance period, as follows: (i) threshold at $18.60 (2.5 million shares), (ii) target at $24.80 (5.0 million shares) and (iii) maximum at $31.00 (7.5 million shares). As of December 31, 2019, the performance criteria for a threshold payout of these PSUs was not met.

No shares will be awarded if the threshold 50% appreciation level is not met, and if the 30 consecutive trading day average GE closing price is between the threshold, target and maximum levels, a proportionate number of shares between those levels will be earned. The inducement award will be adjusted to also factor in the performance of any businesses that are spun off to GE investors (such as Wabtec) and for any extraordinary dividends.


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Compensation for Our Other Named Executives

Jamie Miller

Age: 51
Education: Miami University
GE Tenure: 14 Years

PRIOR ROLES Former Senior Vice President, CFO (November 2017-February 2020); former President & CEO, GE Transportation (2015-2017); former Chief Information Officer, GE (2013-2015); former Controller, GE (2008-2013)

PERFORMANCE ASSESSMENT Ms. Miller played a key role in re-establishing investor credibility through the achievement of GE’s financial goals, execution of improved operating rhythms and significant action to de-lever and reduce financial risk. In addition to her efforts to support the evolution of the company’s strategy, she led GE Capital for a portion of 2019, enabling that business to outperform its financial plan. Talent was an additional focal point for Ms. Miller during 2019. She strengthened the Finance organization with a combination of strategic external hires and internal moves, preparing the organization to successfully transition to GE’s new CFO. Based on her contributions, the committee applied an individual performance factor of 105%.


Kevin Cox

Age: 56
Education: Marshall University; M.A., Labor & Industrial Relations, Michigan State University
GE Tenure: 1 Year

CURRENT AND PRIOR ROLES Senior Vice President, Chief Human Resources Officer (since February 2019); former Executive Vice President, Human Resources, American Express (2005-2019); former Executive Vice President, Pepsi Bottling Group (2004-2005); Senior Vice President, Chief Personnel Officer, Pepsi Bottling Group (1998-2004); Senior Vice President, Human Resources, Pepsi-Cola Bottling Company (1997-1998)

PERFORMANCE ASSESSMENT During his first year as Chief Human Resources Officer, Mr. Cox was instrumental in establishing a comprehensive plan to support GE’s cultural transformation. During 2019, the focus has been the acquisition of talent in key leadership roles, the evolution of GE’s executive compensation philosophy to increase alignment to strategic initiatives and shareholder value creation, and partnership with the CEO in creating a new culture for GE. In recognition of his strong first year, the committee applied an individual performance factor of 115%.



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David Joyce

Age: 63
Education: Michigan State; M.A. Finance, Xavier University
GE Tenure: 39 Years

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

PERFORMANCE ASSESSMENT Mr. Joyce delivered a strong year in the face of unforeseen challenges with the grounding of the Boeing 737 MAX and the bankruptcy of several large customers. In his role as Vice Chairman, his leadership has made an impact on refocusing the mission of the Global Research Center and growing the Additive business in terms of orders, revenue and market share. Mr. Joyce’s 2019 bonus reflects the committee’s approval of a base salary increase and an increase to his bonus target in September 2019. Mr. Joyce received a score of 118% for Aviation’s business performance and the committee applied an individual performance factor of 105%.

* Certain elements of this PSU award are subject to valuation and reporting in future years.

Russell Stokes

Age: 48
Education: Cleveland State University
GE Tenure: 23 Years

CURRENT AND PRIOR ROLES Senior Vice President, GE & President and CEO, Power Portfolio (since November 2018); former Senior Vice President, GE & President and CEO, GE Power (2017-2018); former President & CEO, GE Energy Connections (2015-2017); former President & CEO, GE Transportation (2013-2015)

PERFORMANCE ASSESSMENT In his role as CEO of Power Portfolio, Mr. Stokes leads three distinct businesses (Steam, Power Conversion and Nuclear). Each business exceeded the financial targets that were set by the Compensation Committee, but in light of the fact that certain targets were assisted by one-time, non-operational events (such as legal settlements), the committee applied negative discretion to the overall score, reducing it from 140% to 135%. Mr. Stokes led the ongoing simplification of operations for each business, including restructuring to allow better focus on customers. In recognition of these business results and the steps he took to reset the Power Portfolio businesses, the committee applied an individual performance factor of 105%.



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Summary Compensation

Summary Compensation Table

      YEAR       SALARY       BONUS       PSUs & RSUs       STOCK
      PENSION &
Larry Culp*
Chairman & CEO
2019 $ 2,500,000 $ 5,600,000      $ 15,465,000 $ 0    $ 969,188      $ 19,600 $ 24,553,788
2018 $ 625,000 $ 937,500 $ 13,740,000 $ 0 $ 86,662 $ 9,665 $ 15,398,827
Jamie Miller
Former SVP & CFO
2019 $ 1,450,000 $ 2,000,000 $ 3,236,850 $ 1,350,030 $ 2,352,445 $ 80,835 $ 10,470,160
2018 $ 1,450,000 $ 1,160,000 $ 4,334,060 $ 0 $ 0 $ 457,618 $ 7,401,678
2017 $ 1,335,417 $ 0 $ 1,810,930 $ 519,000 $ 1,154,778 $ 237,736 $ 5,057,861
Kevin Cox*
SVP & Chief Human
Resources Officer
2019 $ 850,000 $ 4,500,000 ** $ 2,157,900 $ 5,926,352 $ 392,977 $ 8,400 $ 13,835,629
David Joyce
Vice Chair & CEO Aviation
2019 $ 1,833,333 $ 3,100,000 $ 9,795,012 $ 0 $ 8,752,613 $ 365,464 $ 23,846,422
2018 $ 1,550,000 $ 2,415,000 $ 3,382,585 $ 0 $ 0 $ 175,146 $ 7,522,731
2017 $ 1,450,000 $ 1,385,000 $ 695,240 $ 692,000 $ 673,996 $ 264,930 $ 5,161,166
Russell Stokes*
SVP, GE & CEO, Power Portfolio
2019 $ 1,400,000 $ 2,000,000 $ 2,517,550 $ 1,050,019 $ 3,494,084 $ 54,769 $ 10,516,422
* Mr. Culp was first employed by the company in 2018, and Mr. Cox was first employed by the company in 2019. Under applicable SEC rules, we have excluded Mr. Stokes’ compensation for 2017 and 2018 as he was not a named executive during those years.
** Includes $1.5 million signing bonus for Mr. Cox, pursuant to his employment agreement.

SALARY. Base salaries for our named executives depend on the scope of their responsibilities, their leadership skills and values, and their performance and length of service. Salary increases for senior executives are assessed on a case-by-case basis, and are no longer subject to automatic review for potential increases every 24 months. 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 and, in the case of Mr. Cox, who joined the company in February 2019, for a $1.5 million signing bonus. See “How the Bonus Program Works” on page 33 for additional information on the annual bonus program.

PSUs & RSUs. Aggregate grant date fair value of stock awards in the form of PSUs and RSUs granted in the years shown, other than for 2017, during which only RSUs (and no PSUs) were granted. 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. 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. In the case of Mr. Joyce, due to the fact that certain portions of his PSU award granted in 2019 are tied to performance goals for the Aviation business that will be determined by the Compensation Committee in 2020 and 2021, no value was estimable for that portion of the PSU award at the time of grant, and, in accordance with SEC rules, a fair value for those awards will be disclosed in future years once the targets are known and the value is estimable. Assuming a maximum payout, the tranches with an estimable value for the PSUs awarded to Mr. Joyce in 2019 would have had a value of $12,058,260 as of December 31, 2019.

STOCK OPTIONS. Aggregate grant date fair value of option awards granted in the years shown. These amounts reflect the company’s accounting expense and do not correspond to the actual value that the named executives will realize. For information on the assumptions used in valuing a particular year’s grant, see the note on Share-Based Compensation in GE’s financial statements in our annual report on Form 10-K. See the Long-Term Incentive Compensation Table on page 40 for additional information on 2019 grants.

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.

Culp            $ 969,188 $ 0
Miller $ 2,352,445                    $ 0
Cox $ 392,977 $ 0
Joyce $ 8,752,613 $ 0
Stokes $ 3,491,762 $ 2,322

Year-over-year changes in pension value generally are driven by changes in actuarial pension assumptions as well as increases in service, age and compensation. See “Pension Benefits” on page 46 for additional information, including the present value assumptions used in this calculation. Above-market earnings represent the difference between market interest rates calculated under SEC rules and the 6% to 14% interest contingently credited by the company on salary that the named executives deferred under various executive deferred salary programs in effect between 1991 and 2019. See “Deferred Compensation” on page 45 for additional information.


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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 2019, minus any reimbursements by the named executives, are shown in the table below.

      OTHER       TOTAL
Culp N/A           $ 19,600                $ 0 $ 0 $ 19,600
Miller        $ 61,035 $ 9,800 $ 5,730 $ 4,270 $ 80,835
Cox N/A $ 8,400 $ 0 $ 0 $ 8,400
Joyce $ 351,009 $ 9,800 $ 0 $ 4,655 $ 365,464
Stokes $ 41,869 $ 9,800 $ 0 $ 3,100 $ 54,769

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 indicated 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 indicated named executives with coverage of 2X their annual pay (salary + most recent bonus). As of January 1, 2018, these plans were closed to new employees and employees who were not already employed at the relevant band level, including Messrs. Culp and Cox.

RETIREMENT SAVINGS PLAN. For Ms. Miller and Messrs. Joyce and Stokes, represents GE’s matching contributions to the named executives’ RSP accounts equaling 3.5% of eligible pay, up to the caps imposed under IRS rules. Messrs. Culp and Cox are eligible for matching contributions equaling 4% of eligible pay, and automatic contributions equaling 3% of eligible pay, up to the caps imposed under IRS rules.

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

OTHER. Total amount of other benefits provided, none of which individually exceeded the greater of $25,000 or 10% of the total amount of personal benefits for the named executive (except as otherwise

described in this section). These other benefits included items such as: (1) car service fees; (2) an annual physical examination; and (3) incremental costs associated with travel by guests accompanying the executive on business travel on company leased aircraft, such as for catering. Our named executives are permitted to use aircraft that is leased by the company for personal use, but, to the extent the named executives engaged in such use during 2019, all such use was reimbursed to the company at rates sufficient to cover the variable costs associated with those flights, other than certain incremental costs as noted above and reported under this item. In addition, the company engages in certain sponsorships and purchases tickets to sporting events in advance for the purposes of customer entertainment. Occasionally, tickets from sponsorship agreements or unused tickets purchased for customer entertainment are made available for personal use by the named executives or other employees. These tickets typically result in no incremental cost to the company. To the extent that incremental costs were incurred by the company in 2019 in connection with personal attendance at any events by the named executives or their guests, such costs were reimbursed.

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


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Long-Term Incentive Compensation

Overview of Long-Term Incentive Compensation

In recent years, our senior leaders have received a mix of long-term incentive compensation awards: Performance Share Units (PSUs), Restricted Stock Units (RSUs) and stock options. Long-term incentive compensation for our current CEO, Mr. Culp, consists solely of PSUs, and in 2019 David Joyce, Vice Chairman and CEO, Aviation, also only received PSUs as part of his long-term incentive compensation.

Annual Equity Incentive Awards

OUR CEO’S LONG-TERM INCENTIVE AWARDS ARE ENTIRELY PERFORMANCE-BASED. Since he was hired in 2018, all of Mr. Culp’s equity awards have been in the form of PSUs, as agreed in his employment agreement. By granting Mr. Culp PSUs, the committee has put more of Mr. Culp’s compensation at-risk, providing him with increased incentive to drive longer-term improvements in the business. In recent years, we have expanded the number of senior leaders receiving PSU awards to drive greater alignment among these executives with shareholders.

HOW WE DETERMINE AWARD AMOUNTS. In determining award amounts, the committee evaluates each executive’s overall compensation relative to the market for similar talent, the mix of cash versus equity as a percentage of the executive’s overall compensation, the executive’s expected future contribution to the success of the company and the retentive value of such awards. In 2019, our annual equity incentive awards for senior executives other than Mr. Culp and Mr. Joyce (who only received PSUs) were targeted to be weighted, based on approximate accounting value, approximately 50% as PSUs, 30% as stock options and 20% as RSUs.

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 shareholders. 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 particular goals, including 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 42 for information regarding the performance conditions for outstanding PSUs.

Long-Term Incentive Compensation Table

The following table — also known as the Grants of Plan-Based Awards Table — shows PSUs, RSUs and stock options granted to our named executives in 2019. Each of these awards was approved under the 2007 Long-Term Incentive Plan, a plan that shareholders approved in 2007, 2012 and 2017.

NAME      GRANT DATE      AWARD TYPE      THRESHOLD      TARGET      MAXIMUM                    
Culp 3/19/2019 Annual Equity 375,000 1,500,000 2,625,000     $ 15,465,000
Miller 3/19/2019 Annual Equity 380,290         $ 10.19 $ 1,350,030
3/19/2019 Annual Equity 90,000 $ 917,100
3/19/2019 Annual Equity 56,250 225,000 393,750 $ 2,319,750
Cox 2/25/2019 New Hire 1,404,000 $ 10.40 $ 5,026,320
3/19/2019 Annual Equity 253,530 $ 10.19 $ 900,032
3/19/2019 Annual Equity 60,000 $ 611,400
3/19/2019 Annual Equity 37,500 150,000 262,500 $ 1,546,500
Joyce* 12/23/2019 Annual Equity 75,000 900,000 1,500,000 $ 9,795,012
Stokes 3/19/2019 Annual Equity 295,780 $ 10.19 $ 1,050,019
3/19/2019 Annual Equity 70,000 $ 713,300
3/19/2019 Annual Equity 43,750 175,000 306,250 $ 1,804,250
* For Mr. Joyce, due to the fact that two tranches of his PSU award (each with a target of 300,000 shares) will have metrics that are tied to Aviation performance targets that were not known at the time of grant, the grant date fair value of these tranches was not estimable at that time, and will be reported in future years. The threshold, target and maximum number of PSUs that could be earned including these PSUs was 75,000, 1,500,000 and 2,400,000, respectively.


2019 PSUs. The named executives, other than Mr. Joyce, were granted PSUs in 2019 that could convert into shares of GE stock at the end of the approximately three-year performance period based on GE’s Total Shareholder Return (TSR) versus the S&P 500, from the beginning of

the performance period of March 19, 2019 through December 31, 2021. The 2019 PSUs are eligible to be earned as follows (with proportional adjustment for performance between threshold, target and maximum):

EARN 25%
EARN 100%
EARN 175%

Relative TSR*

Cumulative GE TSR vs. S&P 500


* The Compensation Committee has the authority to adjust this metric for extraordinary items.


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Performance below threshold results in no PSUs being earned. The named executives may receive between 0% and 175% of the target number of PSUs granted. Dividend equivalents are paid out only on shares actually received.

JOYCE 2019 PSUs. The PSUs granted to Mr. Joyce in 2019 are based upon two sets of metrics—60% of the award is based upon the metrics that are used to determine the Aviation annual bonus pool, and 40% of the award is based upon GE’s TSR versus the S&P 500. At target, Mr. Joyce is eligible to receive 1,500,000 shares of GE stock, but the final number of shares to be awarded will be determined based upon performance against these metrics and satisfaction of the continued service requirement. Mr. Joyce is retirement eligible, and we do not expect to make him another equity grant prior to retirement.

GE TSR performance metric. The PSUs delivered based upon GE TSR v. the S&P 500 will be assessed on the same terms as
  those granted to the other senior executives in 2019, and have a performance period from March 19, 2019 to December 31, 2021.
Aviation performance metrics. The PSUs delivered based upon Aviation business’s performance are assessed in three annual tranches for 2019, 2020 and 2021. Each tranche has a target of 300,000 shares, but that amount will be multiplied (either up or down) based upon the funding of the Aviation bonus pool for the applicable year. For example, based upon the funding of the Aviation business’s bonus pool at 118% for 2019, Mr. Joyce will be eligible to receive 354,000 shares of the 2019 tranche if he satisfies the separate continued service requirement described below.
Continued service requirement. Mr. Joyce is eligible to receive half of the 2019 PSU award if he remains employed through December 31, 2020, and the remaining half if he remains employed through December 31, 2021, as further described below.

            2019 TRANCHE       2020 TRANCHE       2021 TRANCHE
Aviation PSUs Shares earned at target 300,000 300,000 300,000
Performance measure ← Annual Aviation bonus metrics →
Anticipated payout (subject to remaining through vesting date) 354,000
(based on 118% funding)
Performance period 1/1/2019 – 12/31/2019 1/1/2020 – 12/31/2020 1/1/2021 – 12/31/2021
Vesting date 12/31/2020 12/31/2020 12/31/2021
GE TSR v. S&P 500
Relative GE TSR v. S&P 500 35th percentile 55th percentile 80th percentile
Shares earned 150,000 (25%) 600,000 (100%) 1,050,000 (175%)
Performance period 3/19/2019 – 12/31/2021
Vesting date 25% if employed to 12/31/2020 / Remaining 75% if employed to 12/31/2021

RESTRICTED STOCK UNITS. The number of RSUs granted in 2019 will vest in two equal installments on the second and third anniversary of the grant date. Dividend equivalents are paid out only on shares actually received.

STOCK OPTIONS. The number of stock options granted in 2019, which, for all annual equity awards, will vest in two equal tranches on the second and third anniversary of the grant date. However, for Mr. Cox, his new hire stock option award will vest in three equal annual installments, with the first installment (33%) becoming exercisable one year from the grant date. See the Outstanding Equity Awards Table below and “Potential Termination Payments” on page 48 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 $3.55 per unit value for the March 2019 stock option grants, and $3.58 per unit value for the new hire stock option grant to Mr. Cox in February 2019).
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 $10.19 per unit value for the March 2019 grants) because dividend equivalents on unvested RSUs 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 ($10.31 for the March 2019 grants and an average of $11.54 for those portions of Mr. Joyce’s PSU grant that were estimable as of the grant date) by the number of units at target. The per unit value is based on the closing price of the company’s stock on the grant date, adjusted to reflect the probability of achieving the performance conditions, using a Monte Carlo simulation that includes multiple inputs such as stock price, performance period, volatility and dividend yield. For Mr. Joyce’s awards, due to the fact that the performance conditions for those parts of the award that are tied to Aviation’s performance (representing 300,000 shares at target in each of 2020 and 2021) will be determined by the Compensation Committee in future periods, a grant date fair value is not estimable as of the grant date and will be known and reported in future periods.

2018 PSUs. The PSUs granted to the named executives in 2018 (including Mr. Joyce, but excluding the PSU awards granted to Mr. Culp) had similar terms to those that were granted to all executives other than Mr. Joyce in 2019, with an approximately three-year performance period based on GE’s TSR versus the S&P 500, except that the performance period for the 2018 PSUs runs from February 26, 2018 through December 31, 2020. No PSUs were granted in 2017.


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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, 2019.


Culp 12/31/2018 PSUs 5,000,000 $ 55,800,000 100% on 9/30/2022,
subject to performance
3/19/2019 PSUs 1,500,000 $ 16,740,000 100% in 2022, subject
to performance
Total 6,500,000 $ 72,540,000
Miller 9/7/2012 Options 338,123 338,123    $ 20.76 9/7/2022 $ 0
9/13/2013 Options 364,133 364,133 $ 22.86 9/13/2023 $ 0
9/5/2014 Options 416,152 416,152 $ 25.09 9/5/2024 $ 0
9/11/2015 Options 156,057 124,845 $ 23.99 9/11/2025 $ 0 100% in 2020
9/11/2015 RSUs 6,242 $ 69,661 100% in 2020
7/28/2016 RSUs 20,808 $ 232,217 50% in 2020 and 2021
9/9/2016 Options 156,057 93,634 $ 28.95 9/9/2026 $ 0 50% in 2020 and 2021
9/9/2016 RSUs 8,323 $ 92,885 50% in 2020 and 2021
7/27/2017 RSUs 52,019 $ 580,532 50% in 2020 and 2021
9/6/2017 Options 156,057 62,422 $ 23.96 9/6/2027 $ 0 33% in 2020,
2021 and 2022
9/6/2017 RSUs 13,109 $ 146,296 33% in 2020,
2021 and 2022
2/26/2018 RSUs 69,359 $ 774,046 50% in 2020 and 2021
2/26/2018 PSUs 208,076 $ 2,322,128 100% in 2021,
subject to performance
3/19/2019 Options 380,290 0 $ 10.19 3/19/2029 $ 368,881 50% in 2021 and 2022
3/19/2019 RSUs 90,000 $ 1,004,400 50% in 2021 and 2022
3/19/2019 PSUs 225,000 $ 2,511,000 100% in 2022,
subject to performance
Total 2,659,805 1,399,309 $ 8,102,046
Cox 2/25/2019 Options 1,404,000 0 $ 10.40 2/25/2029 $ 1,067,040 33% in 2020,
2021 and 2022
3/19/2019 Options 253,530 0 $ 10.19 3/19/2029 $ 245,924 50% in 2021 and 2022
3/19/2019 RSUs 60,000 $ 669,600 50% in 2021 and 2022
3/19/2019 PSUs 150,000 $ 1,674,000 100% in 2022,
subject to performance
Total 1,867,530 0 $ 3,656,564
Joyce 6/10/2010 Options 676,247 676,247 $ 15.08 6/10/2020 $ 0
6/9/2011 Options 728,266 728,266 $ 17.86 6/9/2021 $ 0
9/7/2012 Options 728,266 728,266 $ 20.76 9/7/2022 $ 0
9/13/2013 Options 520,190 520,190 $ 22.86 9/13/2023 $ 0
9/5/2014 Options 572,209 572,209 $ 25.09 9/5/2024 $ 0
9/11/2015 Options 191,429 191,429 $ 23.99 9/11/2025 $ 0
9/11/2015 RSUs 10,404 $ 116,109 100% in 2020
9/9/2016 Options 208,076 208,076 $ 28.95 9/9/2026 $ 0
9/6/2017 Options 208,076 208,076 $ 23.96 9/6/2027 $ 0
2/26/2018 PSUs 121,412 $ 1,354,958 100% in 2021
12/23/2019 PSUs 900,000 $ 10,044,000 33% in 2021 and 66%
in 2022, subject to
Total 4,864,575 3,832,759 $ 11,515,067


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Stokes       6/10/2010       Options       78,028       78,028              $ 15.08       6/10/2020       $ 0      
6/9/2011 Options 104,038 104,038 $ 17.86 6/9/2021 $ 0
9/7/2012 Options 114,441 114,441 $ 20.76 9/7/2022 $ 0
9/13/2013 Options 130,047 130,047 $ 22.86 9/13/2023 $ 0
9/5/2014 Options 260,095 260,095 $ 25.09 9/5/2024 $ 0
9/11/2015 Options 121,724 97,379 $ 23.99 9/11/2025 $ 0 100% in 2020
9/11/2015 RSUs 4,994 $ 55,733 100% in 2020
9/9/2016 Options 156,057 93,634 $ 28.95 9/9/2026 $ 0 50% in 2020 and 2021
9/9/2016 RSUs 8,323 $ 92,885 50% in 2020 and 2021
2/10/2017 RSUs 24,969 $ 278,654 33% in 2020,
2021 and 2022
9/6/2017 Options 208,076 83,230 $ 23.96 9/6/2027 $ 0 33% in 2020,
2021 and 2022
9/6/2017 RSUs 17,478 $ 195,054 33% in 2020,
2021 and 2022
1/29/2018 Options 520,190 0 $ 15.65 1/29/2028 $ 0 100% in 2021
2/26/2018 RSUs 80,942 $ 903,313 50% in 2020 and 2021
2/26/2018 PSUs 121,412 $ 1,354,958 100% in 2021,
subject to performance
3/19/2019 Options 295,780 0 $ 10.19 3/19/2029 $ 286,907 50% in 2021 and 2022
3/19/2019 RSUs 70,000 $ 781,200 50% in 2021 and 2022
3/19/2019 PSUs 175,000 $ 1,953,000 100% in 2022,
subject to performance
Total 2,491,594 960,892 $    5,901,704

Amounts presented in the tables above reflect an adjustment that was made by the Compensation Committee to the equity awards for the named executives as a result of the merger of GE Transportation and Wabtec and the subsequent spin-off of Wabtec shares to GE shareholders on February 25, 2019 for awards that were outstanding prior to that date, other than for the PSU grant made to Mr. Culp on December 31, 2018 (for which no adjustment was made). This anti-dilutive adjustment was made to preserve the value of the awards following the spin-off, and as a result this table differs from values shown for these awards in prior years. Amounts under “Number Outstanding” and “Portion Exercisable” were subject to an adjustment by multiplying the number shown in these columns in prior years by 1.04038. Amounts under the “Exercise Price” column were subject to an adjustment by multiplying the number shown in this column for these awards in prior years by 0.96118.

MARKET VALUE. The market value of RSUs and PSUs is calculated by multiplying the closing price of GE stock as of December 31, 2019 ($11.16) (the last trading day for the year) by the number of shares underlying each award and, with respect to the PSUs, assuming satisfaction of the target levels for the applicable performance conditions. For options, the market value is calculated by multiplying the number of shares underlying each award by the spread between the award’s exercise price and the closing price of GE stock as of December 31, 2019.

Vesting Schedule

Options vest on the anniversary of the grant date in the years shown in the table. The table shows an accelerated stock option vesting schedule for Mr. Joyce because his awards qualified for retirement-eligible accelerated vesting between 2017 and 2021. See “Potential Termination Payments” on page 48 for the requirements for an award to qualify for retirement-eligible accelerated vesting (the executive is age 60 or older and the award has been held for at least one year).

RSUs vest on the anniversary of the grant date in the years shown in the table, or upon the awards qualifying for retirement-eligible vesting (as discussed above for options).

PSUs vest at the beginning of the year indicated when the Compensation Committee certifies that the performance conditions have been achieved, unless otherwise stated. The 2018 PSU grants (other than the

inducement grant for Mr. Culp) and the 2019 PSU grants (other than the grant to Mr. Joyce) are also subject to a one-year holding requirement, regardless of whether the executive has met his or her stock ownership requirements. For further detail on the terms and conditions of the PSU awards, see “Performance Share Units” on page 40.

Option Exercises and Stock Vested Table

The table below shows the number of shares the named executives acquired and the values they realized upon the vesting of RSUs during 2019. During the year, none of the named executives, other than Mr. Stokes, exercised stock options and none of them had PSU awards that were earned. Values are shown before payment of any applicable withholding taxes or brokerage commissions. Executives that remain employed by GE are required to hold the stock that they receive following the exercise of stock options (less those shares that are withheld to satisfy the exercise price and pay taxes) for a year following exercise. Similarly, continuing executives cannot sell stock they receive as the result of the vesting of RSUs or PSUs until they have satisfied their stock ownership requirement. See “Share Ownership and Equity Grant Policies” on page 52.


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Culp       0       $ 0       0       $ 0
Miller 0 $ 0 75,459 $ 778,713
Cox 0 $ 0 0 $ 0
Joyce 0 $ 0 287,872 $ 3,122,732
Stokes 52,019                  $ 38,036 79,055             $ 811,536


Subject to stock ownership requirement for continuing employees; dollar amount represents pre-tax value on vesting, not cash payment.

Equity Compensation Plan Information

The following table provides information regarding outstanding equity awards and shares available for future issuance under all of GE’s equity plans. The number of shares available for future issuance has increased compared to the prior year, primarily due to the expiration of unexercised stock options that had an exercise price above our
stock price in recent years and that were returned to the pool, the forfeiture of unvested equity awards upon employee departures, and anti-dilution adjustments that increased the pool of available shares as a result of the Wabtec transaction.

Plans approved by shareholders                  
Options 457.6 $ 18.66 (a)
RSUs 28.2 (b) (a)
PSUs 6.5 (b) (a)
Plans not approved by shareholders
Options 0.1 $ 21.14 (c)
RSUs 0 (b) (c)
PSUs 5.0 (d) (b) (b)
Total                            497.4              $ 18.66                     287.1
(a) Total shares available for future issuance under the 2007 Long-Term Incentive Plan (the 2007 LTIP) amounted to 283.5 million shares as of December 31, 2019. Of the 1,075 million shares approved under the 2007 LTIP, no more than 230 million may be available for awards granted in any form other than options or stock appreciation rights.
(b) Not applicable.
(c) Total shares available for future issuance under the GE Stock-Based Compensation and Incentive Plan for Consultants, Advisors and Independent Contractors (the Consultants’ Plan) amounted to 3.6 million shares at December 31, 2019.
(d) Includes 5.0 million PSUs issued for Mr. Culp’s inducement grant, which were issued outside the 2007 LTIP in accordance with NYSE rules, the terms of which are described above.


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Deferred Compensation

The company has offered both a deferred bonus program and, from time to time, a deferred salary program. These deferral programs are intended to promote retention by providing a long-term savings opportunity on a tax-efficient basis. Because the deferral programs are unfunded and deferred payments are satisfied from the company’s general assets, they provide an incentive for the company’s executives to minimize risks that could jeopardize the long-term financial health of the company.

Bonus Deferrals

ELIGIBILITY AND DEFERRAL OPTIONS. Employees in our executive band and above, including the named executives, can elect to defer all or a portion of their bonus payments into the earnings options shown below. Participants may change their earnings option four times per year.

TIME AND FORM OF PAYMENT. Participants can elect to receive their deferred amounts upon termination of employment either in a lump sum or in 10 to 20 annual installments.

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