DEF 14A 1 ge3971291-def14a.htm DEFINITIVE PROXY STATEMENT

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Washington, D.C. 20549


Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant Filed by a party other than the Registrant      

  Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
  Definitive Additional Materials
Soliciting Material under §240.14a-12

General Electric Company

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

  No fee required
Fee paid previously with preliminary materials
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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Table of Contents

Table of Contents

1       Letter from the Lead Director
2 GE: Delivering Value Now and In the Future
4 Notice of 2022 Annual Meeting
5 Shareholder Engagement
6 Governance
Election of Directors
7 Board Nominees
7 Qualifications and Attributes
7 Key Corporate Governance Practices
8 Nominee Biographies
13 Board Leadership Structure
14 Board Composition
17 Board Governance Practices
18 Board Operations
19 Board Committees
20 Key Areas of Board Oversight
22 Other Governance Policies & Practices
24 Stock Ownership Information
25 Compensation
25 Letter from the Management Development & Compensation Committee
Advisory Approval of Our Named Executives’ Pay
26 Shareholder Engagement on the 2021 Say-on-Pay Vote
28 Overview of Our Executive Compensation Program
29 Overview of Our Incentive Compensation Plans
33 Compensation Actions for 2021
36 Summary Compensation
38 Long-Term Incentive Compensation
41 Deferred Compensation
43 Pension Benefits
45 Potential Termination Payments
49 Other Executive Compensation Policies & Practices
50 Management Development & Compensation Committee Report
50 CEO Pay Ratio
51 Director Compensation
53 Auditor
Ratification of Deloitte as Independent Auditor for 2022
53 Audit Committee Report
55 2022 Long-Term Incentive Plan
Approval of the 2022 Long-Term Incentive Plan
59       Shareholder Proposals
Cessation of Stock Option and Bonus Programs
Ratification of Termination Pay
Employee Representative Director
63 Submitting 2023 Proposals
64 Voting and Meeting Information
64 Voting Standards and Board Recommendations
67 Appendix A: GE 2022 Long-Term Incentive Plan
75 Explanation of Non-GAAP Financial Measures and Performance Metrics
77 Helpful Resources

Index of Frequently Requested Information
54       Auditor Fees
13 Board Leadership Structure
17 Board Self-Evaluation
50 CEO Pay Ratio
49 Clawback Policy
22 Director Attendance
16 Director Independence
7 Director Qualifications
7 Director Tenure and Term Limits
8 Nominee Biographies
22 Overboarding Policy
29 Pay-for-Performance
29 Peer Group
49 Policies on Compensation Consultant
23 Related Person Transactions
20 Risk Oversight
5 Shareholder Engagement
24   Stock Ownership for Executives and Directors
49 Stock Ownership Requirements
20 Sustainability Oversight

Also see “Acronyms Used” on page 77 for a guide to the acronyms used throughout this proxy statement.

On behalf of our Board of Directors, we are making these materials available to you (beginning on or about March 24, 2022) in connection with GE’s solicitation of proxies for our 2022 Annual Meeting.

General Electric Company Executive Offices
5 Necco Street,
Boston, MA 02210

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Letter from the Lead Director

Fellow Shareholders,

As the world emerges from the pandemic and now faces the tragedy of war in Ukraine, we are reminded of the importance of GE’s role in a chaotic world. Despite powerful cross currents, this past year marks another year of progress for GE and I’m grateful to be able to share some perspective about the Board’s efforts on your behalf and priorities as we move forward. We are proud of the progress the GE team has made in strengthening the company, and we look forward to continuing the historic transformation that is underway. As we press ahead, we do so mindful of the suffering of the people of Ukraine and stand with our team, our customers and all those affected. We have and will continue to donate medical equipment and humanitarian support to help relieve the suffering from this conflict.


Since I became lead director in late 2018, GE has been working through a turnaround to focus and de-risk the portfolio, stabilize the balance sheet and improve operations across our businesses. Those multi-year efforts reached significant milestones during 2021. We have executed on portfolio actions to make GE a simpler, stronger, technology-driven industrial company, and following the sale of the GECAS aircraft leasing business to AerCap in November the GE portfolio and financials are focused on our industrial core. With the proceeds from the GECAS transaction we launched one of the largest-ever debt tender offers, bringing GE’s total gross debt reduction over three years to $87 billion. And across GE’s businesses, the leadership teams are improving operations through lean and decentralization, with momentum beginning to pick up and be reflected in better financial performance—free cash flow, profit margins and earnings per share for 2021 all improved markedly and exceeded GE’s full-year outlook.

These efforts have been foundational to executing what will be the biggest transformation in GE’s history. As announced in November, GE plans to create three industry-leading, global public companies focused on the growth sectors of aviation, healthcare and energy. This plan is the product of a thoughtful, deliberative strategic process by the full Board and GE leadership team, and we spent a significant portion of our time as a Board in 2021 considering a range of alternatives. The three future companies will have greater strategic, financial and operational flexibility to realize their full potential. They will also have dedicated boards of directors with deep domain expertise, and already that is beginning to influence our recruitment of new directors. In this proxy, we are nominating Steve Angel, Bella Goren and Tom Mihaljevic as new directors on the GE Board, and they bring decades of experience across the energy, aviation and healthcare industries. We believe that the planned spin-offs will best position each of our businesses to deliver long-term growth and create value for all our stakeholders.


GE’s businesses are working to adapt and innovate solutions for three critical global needs: building the future of smarter and more efficient flight; developing precision healthcare that personalizes diagnoses and treatments; and leading the energy transition. We believe our businesses’ strategies and focus on these significant challenges are well aligned with broader goals of sustainable development, and GE approaches sustainability with a commitment to innovation as a central element. As a Board, we have been spending more time on the important linkages among long-term strategy, sustainability and risk management. In July 2021, we published an inaugural Sustainability Report to provide greater transparency on our sustainability approach and priorities, and to highlight GE achievements and work yet to be done. Among other things, the Sustainability Report provided a response to the shareholder proposal from last year’s proxy that we supported and articulates GE’s robust sustainability initiatives.


We remain committed to robust and meaningful engagement with our shareholders on a regular basis, spanning discussions about financial, governance, sustainability and other topics. In 2021, GE’s governance engagements encompassed meetings with shareholders representing over half of our outstanding shares, which is nearly 80% of the shares held by institutional investors. Independent directors led many of these meetings, which means that fellow Board members and I have had a chance to hear direct feedback and questions from a large portion of GE’s shareholder base. We always consider our shareholders’ interests and feedback as part of the Board’s deliberations and decision-making. And this year, following the say-on-pay vote in 2021, we have been particularly keen to understand shareholder feedback so that we could take appropriate actions in response related to compensation matters. The letter from the Management Development & Compensation Committee and the compensation section in this proxy provide more details about those actions.

For 130 years, GE has leveraged innovation to build a world that works. We are committed to continuing that legacy as we execute on our plan to form three strong independent companies with bright futures. On behalf of the entire Board, I thank you for your continued investment and support of GE through this pivotal phase of the company’s history.

Lead Director


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GE: Delivering Value Now and In the Future

Today, GE is a stronger, more customer-centric company. We are building a culture that puts safety at the forefront and lean at the center. As a company with momentum, we are positioned to succeed in the biggest transformation in our history—creating three companies focused on critical global needs in aviation, healthcare, and energy.


As independently run companies, the businesses will be better positioned to deliver long-term growth and create value for customers, investors, and employees, with each benefitting from:


Deeper operational focus, accountability, and agility to meet customer needs

Tailored capital allocation decisions in line with distinct strategies and industry-specific dynamics

Position of Strength

We delivered solid margin and EPS performance and $5.8 billion of free cash flow*1. We are seeing momentum in GE today including near-term improvement in our businesses, especially as Aviation recovers and our end markets strengthen. We expect to deliver between $5.5 billion and $6.5 billion in free cash flow* in 2022 and more than $7 billion in 2023.


Significantly reduced our debt by more than $50 billion, bringing our total gross debt2 reduction over three years to $87 billion.
Closed the GE Capital Aviation Services (GECAS) and AerCap Holdings N.V. (AerCap) transaction, creating an industry leader and strategic partner to airline customers, and retained a 46% equity stake in the combined company.
Simplified the financial reporting structure, enhancing transparency for shareholders.
Discontinued the majority of our factoring programs to, over time, facilitate higher and more linear cash flow.


Lean transformation: Drove sustainable, impactful improvements in safety, quality, delivery, cost, and cash management, building a strong foundation in each business for continued and faster profitable growth.
Decentralization: Moved the decision-making center of gravity closer to the customer, resulting in greater accountability, more transparency, and better results for our customers.
AVIATION                        HEALTHCARE    
MISSION Providing customers with engines, components, avionics and systems for commercial, military and business & general aviation aircraft and a global service network to support these offerings
UNITS Commercial, Military, Systems & Other
INSTALLED BASE ~39,400 commercial aircraft engines3 and ~26,200 military aircraft engines
CEO John Slattery
Thanks to operational improvements and increasing shop visits, Aviation expanded margins in 2021 to 13.5% reported, while revenue was slightly down, in line with departure activity.
Orders were up across equipment and services driven by commercial wins driving momentum.
MISSION Improving lives in moments that matter; operating at the center of an ecosystem working toward precision health—digitizing healthcare, helping drive productivity and improving outcomes
UNITS Healthcare Systems, Pharmaceutical Diagnostics
INSTALLED BASE 4M+ installations, 2B+ patient exams per year
CEO Peter Arduini
Orders and organic revenue* were up, and margins expanded 70 basis points organically*, giving the team both the capital and the flexibility to play offense.
We acquired BK Medical and Zionexa, two exciting companies helping to realize the potential of precision health.
RENEWABLE ENERGY       POWER             
MISSION Making renewable power sources more affordable, reliable, and accessible for the benefit of people everywhere
UNITS Onshore Wind, Offshore Wind, Grid Solutions Equipment and Services, Hydro Solutions, Hybrid Solutions
INSTALLED BASE 400+ GW of renewable energy equipment
CEO Jérôme Pécresse
Renewable Energy delivered double-digit orders growth in 2021, but revenue and margin both declined organically*.
Long-term, Renewable Energy is firmly positioned to lead the energy transition; we are being more selective up front about new business and being more disciplined on cost as we seek to continue to improve the performance of this business.
MISSION Powering lives and making electricity more affordable, reliable, accessible, and more sustainable
UNITS Gas Power, Steam Power, Power Conversion and Nuclear
INSTALLED BASE 7,000+ gas turbines
CEO Scott Strazik
In 2021, Power’s services growth offset decreases in revenue, driven primarily by our selectivity strategy, which includes lower turnkey scope and exercising more discipline in the projects we choose to underwrite.
Margins improved more than 300 basis points organically*. Orders were up slightly, driven by services growth offsetting equipment.

* Non-GAAP Financial Measure. For information on how these metrics are calculated, see “Explanation of Non-GAAP Financial Measures and Performance Metrics” on page 75.
1 Based on prior three-column reporting format and excluding the impact from discontinued factoring programs in current and prior periods. For GE’s full set of reported metrics against its 2021 Outlook and more information on its transition from three- to one-column financial statement reporting, please see GE’s fourth-quarter 2021 earnings materials at
2 Includes borrowings, after tax pension & principal retiree benefit plan liabilities, operating leases, 50% preferred stock, and factoring.
3 Including GE and its joint venture partners.


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Strategic and financial flexibility to pursue growth opportunities

Dedicated boards of directors with deep domain expertise

Business- and industry-oriented career opportunities and incentives for employees

Distinct and compelling investment profiles appealing to broader, deeper investor bases

Rising to the Challenge of Building a World that Works

GE is positioned to continue to lead in three important growth sectors—creating a smarter and more efficient future of flight, enabling precision health, and driving decarbonization through the energy transition—critical to our customers and the various end-markets that we serve.

Future of Flight

Precision Health

Energy Transition

Helping customers achieve greater efficiency and sustainability and invent the future of flight.

Driving innovation in precision health to address critical patient and clinical challenges.

Supporting customers and communities seeking to provide affordable, reliable, and sustainable power.

Innovations that improve fuel efficiency are defining the future of flight, and our engines can operate on approved sustainable aviation fuel (SAF) today.
Transitioning from petroleum-based fuels to SAF can reduce carbon emissions up to 80%, factoring in the entire life cycle of the fuel, significantly contributing to the commercial aviation industry’s long-term goal of net-zero carbon emissions from flight by 2050.
With CFM International, our 50-50 joint company with Safran Aircraft Engines, GE Aviation launched the Revolutionary Innovation for Sustainable Engines (RISE) program to demonstrate advanced technologies, with ground and flight tests expected in the middle of this decade.
Enabling precision health—integrated, efficient, and highly personalized care—is vital to addressing critical challenges that affect patients and healthcare providers.
In 2021, Healthcare introduced its latest pocket-size color ultrasound scanner, Vscan Air, a handheld, wireless device that beams images from the ultrasound probe to an app on a smartphone—bringing an essential tool to the point of care. With 30,000 units in more than 100 countries, our Vscan Family technologies help doctors deliver expanded care to more people, including in rural regions.
At a patient level, Healthcare’s acquisition of BK Medical, an advanced surgical visualization company whose technology helps clinicians see inside the patient’s body in real time during surgery, will enable better care, faster surgeries, and reduced complications.
As a company whose equipment helps generate one-third of the world’s electricity, we have a responsibility to lead the industry’s decarbonization efforts and meet the rising global demand for affordable, reliable, and sustainable energy.
We believe in the important role of building the breakthrough technologies the world will need in the future, including carbon capture, utilization, and sequestration, low- and zero-carbon fuels like hydrogen for new and existing gas plants, and small modular nuclear reactors.
Our gas turbines have already accumulated more than eight million hours running on blends of hydrogen and similar fuels. 
While we work on breakthrough technologies for tomorrow, we continue to build and deliver state-of-the-art equipment the world needs today to decarbonize the energy sector while building resilience in more than 175 countries around the world.


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May 4, 2022 at 10:00 a.m.
Eastern Time

Live Webcast at:
www.virtualshareholdermeeting. com/GE2022

Shareholders of record at the close of business on March 8, 2022 are entitled to attend and vote at the Annual Meeting. On that date, there were 1,101,751,355 shares of common stock of General Electric Company outstanding and entitled vote.

You are invited to participate in GE’s 2022 Annual Meeting. If you were a GE shareholder at the close of business on March 8, 2022, you are entitled to vote at the Annual Meeting. Even if you plan to attend the live webcast, we encourage you to submit your vote as soon as possible through one of the methods available to you.


Notice of 2022
Annual Meeting



Elect the 13 director nominees named in the proxy for the coming year


FOR each director nominee


Page 6


Approve our named executives’ compensation in advisory vote


Page 25

See page 25 for a Letter from the Management Development & Compensation Committee.


Ratify the selection of Deloitte as independent auditor for 2022


Page 53


Approve the 2022 Long-Term Incentive Plan


Page 55


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

AGAINST each proposal

Page 59


Via the internet at, or at the website indicated on the materials provided to you by your broker

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

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


If you are a beneficial owner and received a voting instruction form, please follow the instructions provided by your bank or broker to vote your shares.

We have created an Annual Meeting website at to make it easy to access our 2022 Annual Meeting materials. At the Annual Meeting website you can find an overview of the items to be voted, the proxy statement and the annual report to read online or to download, as well as a link to vote your shares.

Where can I find out more information? See “Voting and Meeting Information” on page 64.


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Shareholder Engagement

We have ongoing and robust engagement with our shareholders that includes governance-focused engagement meetings throughout each year. We value being close to our shareholders and hearing their feedback directly, as we seek to continuously improve GE’s performance, programs and reporting. Following our say-on-pay vote in 2021, we widened our governance outreach and engagement even further to ensure we understood shareholders’ concerns to inform our actions in response. The governance engagements detailed below are in addition to the regular discussions that our senior leadership and Investor Relations teams have with many institutional and retail shareholders, which often include governance, sustainability and similar matters as well.

Who We Met With


Engaged with shareholders representing 76% of outstanding shares held by institutional investors

Represents 52% of total outstanding shares

Independent directors joined engagements covering 61% of outstanding shares held by institutional investors

Represents 42% of total outstanding shares

Integrated Engagement Team


Independent directors


Human Resources

Investor Relations


Key Areas of Focus


Company strategy

Board oversight and governance

Executive compensation, including say-on-pay response

Climate change and other sustainability matters

Human capital, including diversity

Taking Actions Informed by Shareholder Feedback



See Page 20 ►


See Page 6 ►

Conducted a comprehensive Board-led strategy review culminating in the November 2021 announcement of our plan to form three industry-leading public companies, focusing on the growth sectors of aviation, healthcare and energy in order to drive long-term growth and creating value for shareholders
Added three new directors with industry and operating expertise to GE Board aligned with our strategic transformation so that each future company will have a dedicated board with deep domain expertise


See Page 26 ►


Responded to shareholder feedback and last year’s say-on-pay vote: (1) Management Development & Compensation Committee and CEO agreed to reduce his 2022 equity incentive grant, and (2) across GE’s businesses, based annual bonus decisions on performance metrics without applying discretion
Continued to incorporate tailored performance measures in our compensation programs aligned with growing investor interest in operational and ESG metrics; used safety performance as a modifier for annual bonuses, reflecting GE’s prioritization of safety
Published new Sustainability Report highlighting GE’s sustainability priorities, alignment with our strategy and other ESG information; informed by TCFD and SASB reporting frameworks
Announced ambition in July 2021 to be a net-zero company by 2050, including greenhouse gas emissions from customers’ use of sold products in response to a shareholder proposal in 2021 that GE supported
Published Annual Diversity Report, with EEO-1 data in 2022


Where to find more information about our say-on-pay response
See the letter from the Management Development & Compensation Committee on page 25 and pages 26–27 in the Compensation section.


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Election of Directors

What are you voting on?
At the 2022 Annual Meeting, thirteen director nominees are to be elected to hold office until the 2023 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 2021 Annual Meeting, except for Stephen Angel and Isabella Goren who were elected to the Board effective March 2022, and Tomislav Mihaljevic who was elected to the Board effective April 2022.

Your Board recommends a vote for each nominee



2021 Board Rhythm




43 meetings
of the full Board and committees


Governance & investor feedback reviews


Board self-evaluation



Lead Director



Regular Calls


H. Lawrence
Culp, Jr.

Thomas Horton

Regular meetings

Strategic talent review

Between meetings

Robust, Board-driven process during 2021; over seven full Board meetings and numerous additional sessions leading to plan announced in November to form three independent companies


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Board Nominees


3.4 years average tenure
Our Board term limit is 15 years



Our Board age limit is 75 years
New Medium-tenured Longer-tenured <60 years 60-65 years >65 years
(≤1 years) (2-4 years) (≥5 years)


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


All independent except for the CEO
All director nominees except our CEO are independent and meet heightened independence standards for our audit, compensation and governance committees
Female 2 Ethnically diverse Born outside U.S. 12 Independent 1 Not Independent
(38%) (15%) (38%)

Qualifications and Attributes

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


Stephen Angel  NEW 
Sébastien Bazin
Ashton Carter
H. Lawrence Culp, Jr.
Francisco D’Souza
Edward Garden
Isabella Goren  NEW 
Thomas Horton
Risa Lavizzo-Mourey
Catherine Lesjak
Tomislav Mihaljevic  NEW 
Paula Rosput Reynolds
Leslie Seidman

All director nominees attended at least 75% of the meetings of the Board and committees on which they served in 2021, and on average we had a 95% attendance rate in 2021. Industry & Operations Risk Management A Audit Committee Member
Finance & Accounting Government & Regulatory C Compensation Committee Chair
Investor Global G Governance Committee Financial Expert
Technology Gender/Ethnic Diversity

Key Corporate Governance Practices

12 out of 13 director nominees are independent
Annual election of all directors by majority voting
No supermajority provisions in governing documents
Annual review of Board leadership structure
Annual Board and committee self-evaluations
Board-level oversight of ESG matters
Strong lead director with clearly delineated duties
Dual-pronged Board refreshment mechanisms (age/term limits)
Regular executive sessions of independent directors
Board and committees may hire outside advisors independently of management
Proactive year-round shareholder engagement program
Clawback policy that applies to all cash and equity incentive awards
Anti-hedging and anti-pledging provisions
Strong stock ownership guidelines and retention provisions
“Overboarding” limits for directors
No poison pill or dual-class shares
Encourage all directors to make at least two business visits per year without senior management present
Shareholder right to call special meetings (at 10%)
Proxy access by-law provisions on market terms


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Nominee Biographies

Board Leadership


Management Development &
Compensation Committee



H. Lawrence
Culp, Jr.

Director Since: 2018
Age: 58
United States


Thomas Horton

Director Since: 2018

United States


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

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

Prior Business Experience
Senior Advisor, Bain Capital Private Equity, a global private equity firm (2017–2018)
Senior Lecturer, Harvard Business School (2015–2018)
Former CEO and President, Danaher (2001–2014), a global science and technology company operating in the healthcare, environmental and applied-end markets; joined Danaher subsidiary Veeder-Root in 1990, serving in a number of leadership positions within Danaher, including COO and, following his retirement, Senior Advisor (2014–2016)
Current Public Company Boards
General Electric
Past Public Company Boards
T. Rowe Price Group
Other Positions
Member and former Chairman, Board of Visitors & Governors, Washington College
Member, Board of Trustees, Wake Forest University
Washington College
MBA, Harvard Business School
  GE Committee Membership
Compensation (Chair)
Prior Business Experience
Senior Advisor, Warburg Pincus LLC, a private equity firm focused on growth investing (2015–2019)
Chairman, American Airlines Group, one of the largest global airlines (formed following the merger of AMR Corporation and US Airways) (2013–2014)
Chairman and CEO, American Airlines (2011–2014)
Chairman and CEO, AMR (parent company of American Airlines) (2010–2013)
EVP and CFO, AMR (2006–2010)
Vice Chairman and CFO, AT&T (2002–2006)
SVP and CFO, AMR (2000– 2002); joined AMR in 1985, serving in various finance and management roles
Current Public Company Boards
General Electric
EnLink Midstream
Walmart (lead director)
Past Public Company Boards
Other Positions
Executive Board Member, Cox School of Business, Southern Methodist University
Baylor University
MBA, Southern Methodist University


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Board Leadership

CHAIR: Audit

      CHAIR: Governance
& Public Affairs


Leslie Seidman

Director Since: 2018
Age: 59
United States



Risa Lavizzo-Mourey

Director Since: 2017

United States


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

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

GE Committee Membership
Audit (Chair)

Prior Business Experience

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

Current Public Company Boards

General Electric
Moody’s, provider of credit ratings, research and analytical tools (Chair, Audit Committee)
Other Positions
Advisor, Idaciti
Founding Director, Pace University Center for Excellence in Financial Reporting (2014–2018)
Board of Governors, Financial Industry Regulatory Authority (FINRA) (2014–2019)
Colgate University
MS (Accounting), New York University


Certified Public Accountant (Inactive)
Cybersecurity Oversight CERT, Carnegie Mellon University and NACD
ESG Oversight certification (GCB.D)
  GE Committee Membership
Governance (Chair)
Prior Business Experience
SVP, Robert Wood Johnson Foundation, largest U.S. philanthropic organization dedicated to healthcare (2001–2003)

Prior Academic Experience

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

Prior Government Experience

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

Current Public Company Boards

General Electric
Better Therapeutics, Inc

Past Public Company Boards

Genworth Financial
Beckman Coulter

Other Positions

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


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



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Director Since: 2022
Age: 66
United States



Director Since: 2016
Age: 60



Director Since: 2020
Age: 67
United States

Former CEO of Linde, a global industrial gases and engineering company, Dublin, Ireland (2018-2022) Chairman and CEO, AccorHotels, a global hotel company, Paris, France (since 2013) Director, Belfer Center for Science and International Affairs, Harvard Kennedy School, Cambridge, MA (since 2017)

Prior Business Experience

CEO, Linde (2018-2022)
President & CEO, Praxair (subsequently Linde) (2007-2018)
President & COO, Praxair (2006-2007)
EVP, North America, Europe and Asia, Praxair (2001-2006)
Previously held various roles at General Electric (1979-2001)

Current Public Company Boards

General Electric  
Linde (Chair)
PPG Industries

Past Public Company Boards

Praxair (Chair)  

Other Positions

Director, the Hydrogen Council  


North Carolina State University
MBA, Loyola College

GE Committee Membership


Prior Business Experience

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

Current Public Company Boards

General Electric

Past Public Company Boards

Huazhu Group
Banyan Tree Holding

Other Positions

Vice Chairman, Supervisory Board, Gustave Roussy Foundation, cancer research funding
Chairman, Safar Ventures


Sorbonne University
MA (Economics), Sorbonne University

GE Committee Membership


Prior Government Experience

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

Prior Academic Experience

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

Prior Business Experience

Senior Partner, Global Technology Partners (1998-2009)

Current Public Company Boards

General Electric
Delta Air Lines

Other Positions

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


Yale University
PhD (Theoretical physics), Oxford University


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Director Since: 2013
Age: 53



Director Since: 2017
Age: 60
United States



Director Since: 2022
Age: 61

Former CEO Cognizant Technology Solutions Corporation, a multinational IT company, Teaneck, NJ (2007-2019) Chief Investment Officer and Founding Partner, Trian Fund Management, L.P., an investment management firm, New York, NY (since 2005) Former Chief Financial Officer of American Airlines and AMR Corporation, a global airline, Forth Worth, TX (2010-2013)

GE Committee Membership


Prior Business Experience

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

Current Public Company Boards

General Electric  

Past Public Company Boards


Other Positions

Board Co-Chair, New York Hall of Science  
Trustee, Carnegie Mellon University
International Advisory Panel Member and Special Advisor to the Board, Banco Santander  


University of Macau
MBA, Carnegie Mellon University

GE Committee Membership


Prior Business Experience

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

Current Public Company Boards

General Electric
Janus Henderson Group

Past Public Company Boards

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


Harvard College

Prior Business Experience

CFO, American Airlines and AMR Corporation (2010-2013)  
Senior Vice President, Customer Relationship Marketing, American Airlines and AMR Corporation (2006-2010)
Vice President, American Airlines (1998-2006)
President, AMR Services (1996-1998)
Previously served in various management positions at American Airlines (1986-1996)
Chemical Engineer, Dupont (1983-1985)

Current Public Company Boards

General Electric
Marriott International

Past Public Company Boards

LyondellBasell Industries

Other Positions

Director, MassMutual
Director, National Association of Corporate Directors, North Texas
Member of the Advisory Board, The University of Texas at Austin, Cockrell School of Engineering
Member of the Executive Board, Lyle School of Engineering, Southern Methodist University


University of Texas at Austin
MBA, Southern Methodist University

GE 2022 PROXY STATEMENT       11

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Director Since: 2019
Age: 63



Director Since: 2022
Age: 58


Paula Rosput

Director Since: 2018
Age: 65
United States

Former Chief Financial Officer, HP, a global technology company, and its predecessor, Hewlett-Packard, Palo Alto, CA (2007-2018) CEO & President, Cleveland Clinic, a global integrated healthcare system, Cleveland, OH (since 2018) President and CEO, PreferWest LLC, a business advisory firm, Seattle, WA (since 2009)

GE Committee Membership


Prior Business Experience

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

Current Public Company Boards

General Electric  
Pros Holdings
SunPower (Chair, Audit Committee)

Other Positions

Board, Haas School of Business, University of California, Berkeley


Stanford University
MBA, University of California, Berkeley

Prior Business Experience

CEO of Cleveland Clinic Abu Dhabi (CCAD) (2015-2017) and Chief of Staff and Chairman of the Heart & Vascular Institute CCAD (2011-2015)
Surgeon, Department of Thoracic and Cardiovascular Surgery, Cleveland Clinic (2004-2011)
Associate surgeon, Division of Cardiac Surgery, Brigham & Women’s Hospital (2002-2004)
Assistant Professor of Surgery, Harvard Medical School (2002-2004)

Current Public Company Boards

General Electric

Other Positions

Board co-chair, US-UAE Business Council
Director, Greater Cleveland Partnership
Director, United Way of Greater Cleveland
Member of the Advisory Board, OneTen
Member of the Board of Trustees,
Musical Arts Association


University of Zagreb
Residency: Brigham & Women’s Hospital

GE Committee Membership


Prior Business Experience

Vice Chairman and Chief Restructuring Officer, American International Group (2008–2009)
Chairman, President and CEO, Safeco Insurance Company of America (2005–2008)
Chairman and CEO, AGL Resources (1998–2005)
CEO, Duke Energy Power Services, Duke Energy (1995–1998)
Previously served in various leadership positions at Associated Power Services, Pacific Gas Transmission Co. and Pacific Gas and Electric Company

Current Public Company Boards

General Electric
National Grid UK (Chair)

Past Public Company Boards

Air Products & Chemicals
Anadarko Petroleum
BAE Systems
CBRE Group
Circuit City Stores
Coca-Cola Enterprises
Delta Air Lines

Other Positions

Chair, Seattle Cancer Care Alliance


Wellesley College

12       GE 2022 PROXY STATEMENT

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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, Thomas Horton, works with Mr. Culp to set the agenda for the Board and also exercises additional oversight on behalf of the independent directors. The Board will continue to review the appropriateness of this structure and consider shareholder feedback from our ongoing engagements.

HOW WE SELECT THE LEAD DIRECTOR. The Governance & Public Affairs Committee (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 Governance Committee. Thomas Horton, former Chairman and CEO of American Airlines, was first elected as the lead director in September 2018.

Under the Board’s Governance Principles, Mr. Horton also serves as chair of the Management Development & Compensation Committee. In the event of Mr. Horton’s incapacity, the chair of the Governance Committee would serve as the lead director until the independent directors selected a new lead director.

The Lead Director’s Role

The lead director has the following responsibilities (and may also perform other functions at the Board’s request), as detailed in the Board’s Governance Principles:

Board leadership – provides leadership to the Board in any situation where the Chairman’s role may be perceived to be in conflict, and chairs Board meetings in the absence of the Chairman
Board agenda, schedule & information – approves the agenda (with the ability to add agenda items), schedule and information sent to directors and calls additional meetings as needed
Leadership of independent director meetings – calls and leads independent director meetings, which are regularly scheduled (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 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

elected solely by independent directors


also serves as: Management Development & Compensation Committee Chair

The chairs of our Audit and Governance Committees are independent


Thomas Horton

Mr. Horton was first elected to our Board at the 2018 Annual Meeting. During his tenure on our Board, he has established strong working relationships with his fellow directors and garnered their trust and respect. Furthermore, he has demonstrated strong leadership skills, independent thinking and a deep understanding of our businesses and their industries.
The Board’s decision to select Mr. Horton as lead director took into account the tenures and capabilities of each independent director, along with a potential candidate’s willingness and ability to serve as lead director, understanding that the position entails significant responsibility and time commitment. The Board considered that Mr. Horton also serves as lead independent director for Walmart. However, the fact that Walmart also has a separate board chairman mitigated concerns about Mr. Horton’s ability to dedicate sufficient time to the role as GE’s lead director.

GE 2022 PROXY STATEMENT       13

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Board Composition

How We Are Changing the Board

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

The Board takes a thoughtful approach to its composition to maintain alignment with the company’s evolving corporate strategy. We believe our board composition strikes a balanced approach to director tenure and allows the Board to benefit from a mix of newer directors who bring fresh perspectives and seasoned directors who bring continuity and a deep understanding of our complex business. Looking forward, we have announced our plan to form three industry-leading, global, public companies. Consistent with that plan, we expect to continue to seek director candidates whose experiences support the company’s future strategy and industry focus.

In March 2022, the Board elected three new directors: Stephen Angel, Isabella Goren and Tomislav Mihaljevic. These new directors bring decades of experience across the energy, aviation and healthcare industries. Ms. Goren was originally recommended for the Board by an independent director, and Mr. Angel and Dr. Mihaljevic were each recommended by management.

Director Selection Process

Our Governance Committee, together with the full Board, is responsible for establishing criteria, screening candidates and evaluating the qualifications of persons who may be considered for service on our Board. The Governance Committee considers all shareholder recommendations for director candidates. 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.
The Governance Committee engages in a search process to identify qualified director candidates, which process may include the use of an independent search firm, and assesses candidates’ skills, experience and background and their alignment with the company’s portfolio and strategy.
3       INTERVIEWING CANDIDATES             
Qualified director candidates are typically interviewed by the Chairman and CEO, Governance Committee chair and other members of the Governance Committee, as well as other members of the Board and management, as necessary.
4       DECISION AND NOMINATION              
After determining that the director candidate meets the priorities established by the Governance Committee and will serve in the best interests of the company and its shareholders, the Governance Committee recommends, and the full Board approves, director candidates for appointment to the Board and election by shareholders.
5       ELECTION                                             
  The shareholders consider the nominees and elect directors by majority vote to serve one-year terms.
6       ONGOING ASSESSMENT                    
  The Governance Committee continuously assesses the composition of the Board to maintain alignment with the company’s evolving corporate strategy, and in connection with the Board’s nomination of a slate of directors the Governance Committee reviews considerations including: the contributions by each director; the skills, experiences and diversity represented on the Board; and the results of previous shareholder votes.
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
Capital allocation expertise
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 thorough evaluation at the Board and committee levels to ensure the effectiveness of the directors and their ability to work as a team in the long-term interest of the company. See “How We Evaluate the Board’s Effectiveness” on page 17.
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 77) for more information on these policies.

14       GE 2022 PROXY STATEMENT

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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 Governance Committee considers a wide range of factors when selecting and recruiting director candidates, including:

Creating an experienced, qualified Board with high personal integrity and character, and expertise in areas relevant to GE.
The Governance Committee seeks directors who possess extraordinary leadership qualities and demonstrate a practical understanding of organizations, processes, people, strategy, risk management and how to drive change and growth. Additionally, we believe directors should have experience in identifying and developing talent, given the Board’s role in human capital management and succession planning. In addition to these threshold qualities, we seek directors who bring to the Board specific types of experience relevant to GE and the company’s evolving corporate strategy.

Enhancing the Board’s diversity of background.
For decades, GE has been committed to building a cognitively diverse Board comprising of 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. Additionally, the Governance Committee is committed to considering the candidacy of women and ethnically diverse candidates for all future vacancies on the Board. 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. The Governance Committee reviews its effectiveness in balancing these considerations when assessing the composition of the Board.

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

How We Assess Board Size

The Governance Committee takes a fresh look at Board size each year, consistent with the Board’s Governance Principles (see “Helpful Resources” on page 77). Based on the Board’s recent self-evaluations, assessment of trends with peer companies, and taking into account investor feedback, the Board anticipates maintaining a smaller size going forward. However, the Board may add additional directors in connection with our plan to form three independent companies.

Board Skills and Experience


We have sought directors with management and operational experience in the industries in which we compete. For example, in the last five years we have added directors with power, aviation, healthcare and technology expertise.


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.


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.


As a high-tech 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.


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


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.


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 2021, 56% of our revenue was attributable to activities outside the United States.


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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 (shown under “Election of Directors” on page 6) other than Mr. Culp are independent.

The Board’s guidelines. For a director to be considered independent, the Board must determine that he or she does not have any material relationship with GE. The Board’s guidelines for director independence conform to the independence requirements in the New York Stock Exchange’s (NYSE) listing standards. In addition to applying these guidelines, which you can find in the Board’s Governance Principles (see “Helpful Resources” on page 77), the Board considers all relevant facts and circumstances when making an independence determination.
Applying the guidelines in 2021. In assessing director independence for 2021, the Board considered relevant transactions, relationships and arrangements, including relationships among Board members, their family members and the company, as described below.

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

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

The Board has determined that all members of the Audit, Management Development & Compensation and Governance Committees are independent and also satisfy applicable committee-specific independence requirements.

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


TO GE <1% OF
Bazin AccorHotels Chair & CEO N/A N/A
Horton Global Infrastructure Partners Partner N/A
Mihaljevic Cleveland Clinic CEO & President N/A
Tisch Loews (and its subsidiaries) President & CEO
All directors Various charitable organizations Executive, director
or trustee
Charitable contributions from GE
<1% of the organization’s revenues


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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     


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 2021, the evaluation process was conducted by an independent outside consultant.


Written Questionnaires
Directors completed written questionnaires, which are benchmarked and refreshed each year focusing on the performance of the Board and each of its committees.


Individual Interviews
The independent outside consultant conducted one-on-one interviews with each member of the Board focused on:

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

Discussion of Results
The independent outside consultant reviewed the written questionnaire and interview responses with the lead director and the chairs of each committee and then met with the full Board to discuss the findings from the evaluation.


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


Changes Implemented
The 2021 evaluation reaffirmed that changes implemented in recent years, such as decreasing the size of the Board, and enhancing Board and committee materials, had resulted in improvements. Other changes coming out of the 2021 self-evaluation included:

resumed in-person meetings with increased opportunities for executive sessions; and
inclusion of senior leadership team and business leaders at Board dinners to foster increased oversight of and collaboration with management.



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Full Board

16 meetings in 2021 (including
10 special strategy reviews and
3 independent director meetings)

H. Lawrence Culp, Jr.

Lead Director
Thomas Horton






*elected to the Board in 2022


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

Board Operations



Long-term strategy and business portfolio review, leading to our plan to form three independent companies
Strategy for the energy transition and climate change
Health and safety of employees and communities, including COVID-19
Capital structure and liquidity, particularly reducing leverage and de-risking the balance sheet
Business operating and performance reviews
Sustainability, including external reporting
Management succession planning
Aviation sector recovery
Enterprise risk management
GE Capital and Insurance


During 2021, the Board held 6 regularly scheduled meetings, plus 10 special meetings. Due to the COVID-19 pandemic, some meetings were held virtually and the schedules were adjusted to accommodate director participation from different time zones. In June 2021, the Board started holding hybrid in-person and virtual meetings.


Before the Meeting

Board committee chairs:
prep meetings with management, auditors and outside advisors

internal prep meetings


Thursday (Day 1)

Board committee meetings and Board meeting

informal gathering with management & Board working dinner

3 Friday (Day 2)

Early morning:
independent directors’ breakfast session

full Board meeting (including reports from each committee chair) followed by an executive session

4 After the Meeting

follow-up sessions to discuss & respond to Board requests


The GE Board in Action: 2021 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.


Governance & “Say-on-Pay” Discussions
Engagement with shareholders included Thomas Horton (lead director) and other members of the Management Development & Compensation Committee


ESG external experts
Board education sessions on ESG governance reporting and the evolving regulatory climate

Ongoing Functional Deep Dives
Routine sessions with tax, insurance and legal teams


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

Quarterly Senior Leadership Meetings
Director attendance and presentations

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


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


Director participation in 2nd quarter business operating reviews (May)
Director participation in 3rd quarter “deep dive” business strategy reviews (September)
Director attendance at several technology strategy sessions with the Aviation business (quarterly)


Director visit to GE Aviation in Lynn, MA (January)


Director-led diversity strategy sessions with our Chief Diversity Officer
Board speakers at Leadership Meetings for top 900 company executives (quarterly)


Board speaker at the African American/Affinity Forum (February)
Board speaker at the GE Veteran’s network in a special Veteran’s Day presentation (November)



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Board Committees


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

Audit                      Governance &
Public Affairs     
    Management Development
& Compensation          

13 meetings in 2021


6 meetings in 2021


8 meetings in 2021


Leslie Seidman

Other Members
Carter, D’Souza, Lesjak & Reynolds


Risa Lavizzo-Mourey

Other Members
Bazin, Horton, Lesjak & Tisch                  


Thomas Horton

Other Members
Bazin, D’Souza, Garden & Reynolds



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.

Recent Activities and Key Focus Areas
Overseeing the simplification of the company’s financial reporting, including the transition from 3 to 1 column reporting
Overseeing transition of the independent auditor, including the detailed audit plan and independent audit budget
Conducting cross-functional reviews with internal audit staff, tax, cyber/IT
Overseeing changes to leadership and structure of the internal audit function
Overseeing material litigation strategy and changes to the compliance and cybersecurity programs
Overseeing the company’s environmental, social and governance (ESG) commitments and strategies and enhancements to ESG disclosure.
Overseeing changes to the leadership and structure of the company’s safety program
Reviewing the Board’s leadership structure and committee composition
Overseeing management of environmental remediation efforts
Identifying and recruiting new directors
Reviewing critical talent to support the needs of GE with focus on human capital management, succession planning, diversity and talent development and retention
Focusing on increased alignment of pay and performance through effective short- and long-term incentive compensation design
Engaging with shareholders and reviewing feedback and external benchmarking of compensation practices
Overseeing cultural transformation for GE, prioritizing leadership behaviors


The key responsibilities of each committee are listed to the right. For more detail, see the Governance Principles and committee charters (see “Helpful Resources” on page 77).

Key Responsibilities and Areas of Risk Oversight
Oversees GE’s independent auditor, including the audit plan and budget, and monitors independence and performance
Oversees the effectiveness of GE’s financial reporting processes and systems
Discusses with auditor and management key reporting practices (including non-GAAP), critical audit matters and new accounting standards
Monitors the effectiveness of GE’s internal controls
Reviews and evaluates the scope and performance of the internal audit staff and compliance program
Oversees the company’s enterprise risk management and cybersecurity programs
Monitors GE’s significant litigation and investigations
Oversees external reporting on sustainability matters in coordination with the Governance Committee
Oversees the Board’s governance processes, including all significant governance policies and procedures
Oversees company policies and strategies related to climate change management, political spending & lobbying, human rights, and environment, health & safety
Oversees external reporting on sustainability matters in coordination with the Audit Committee
Reviews Board composition and compensation in connection with long-term strategy and identifies new directors for GE
Oversees Board and committee self-evaluations
Reviews conflicts of interest, as applicable
Oversees GE’s executive compensation policies, practices and programs
Oversees and approves goals and objectives for performance-based equity awards and evaluates performance against those goals
Evaluates and approves compensation of the CEO
Reviews risk assessment of compensation policies and practices
Oversees development of executive succession plans, including recruitment, development and retention efforts for all employees
Oversees strategies and policies related to human capital management, including matters such as diversity, equity and inclusion, workplace environment and culture, and talent recruitment, development, engagement and retention


Financial acumen. The Board has determined that each of Mses. Lesjak, Reynolds and Seidman and Messrs. Carter and D’Souza are “audit committee financial experts” (per SEC rules), and each of these directors is “financially literate” (per NYSE rules).

GE 2022 PROXY STATEMENT       19

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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 company-level priorities of continuing to strengthen our businesses, solidifying GE’s financial position, and driving long-term profitable growth. The Board also engages directly with the leaders of GE’s businesses and regularly reviews the businesses’ strategic and operational priorities, competitive environment, market challenges, economic trends and regulatory developments.

GE’s annual long-term strategy process focuses on key strategic questions identified for each business. The leadership teams from the businesses discuss these questions, and their business priorities for the coming year as informed by the long-term strategy process, with the Board during a two-day strategy session in December of each year. A long-term orientation and these key strategic questions continue to be integrated with how we set multi-year priorities across our businesses, as well as our budgets and operational and financial objectives. The Board at meetings throughout the year also regularly discusses capital allocation plans, the company’s performance against its operating plan and annual budget and potential mergers, acquisitions and dispositions with a view toward alignment with our strategic priorities.

Board-Driven Process for Strategic Plan to Form Three Independent Companies

In 2021, the full Board conducted a rigorous portfolio and business strategy review over several months, culminating in the announcement of a plan to separate GE’s businesses into three industry-leading public companies, focusing on the growth sectors of aviation, healthcare and energy. As standalone companies, we believe each business will benefit from greater focus, tailored capital allocation, and strategic flexibility to drive long-term growth and value for customers, investors, and employees.


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

GE’s Chief Risk Officer coordinates the company’s enterprise risk management framework and reports periodically to the Audit Committee and the full Board on risk topics. During 2021, reviews with the Audit Committee or Board have included discussions of top enterprise risks, risk management processes at the GE business-level, 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, or legal and compliance risk. Risks identified through our risk management processes are prioritized and, depending on the probability and severity of the risk, escalated as appropriate. Senior management discusses these risks regularly with the risk owners within the businesses or at the Corporate level. Risk leaders within the businesses and corporate functions are responsible for presenting risk assessments and key risks to senior management and, when appropriate, to the Board or the relevant committee of the Board. For example, each GE business discusses its top enterprise risks during quarterly operating reviews, as well as risk mitigation strategies and other related considerations. In addition, GE business leaders periodically review their risk management programs and top risks with the Audit Committee, which is responsible for the oversight of GE’s overall enterprise risk management framework. Refer to the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2021 for a discussion of key risks that could have a material adverse effect on our business, reputation, financial position and results of operations.

GE is rising to the challenge of building a world that works, with a focus on opportunities for our technology in the future of smarter and more efficient flight, precision healthcare that personalizes diagnoses and treatments and the energy transition to drive decarbonization. We recognize the importance of these topics to our shareholders and other stakeholders, and sustainability is a driving force behind the work we do and the company’s long-term value. More information that may be of interest to a variety of stakeholders about GE’s sustainability approach, priorities and performance, including about safety, greenhouse gas emission reductions for our own operations and for our products, environmental stewardship, diversity and inclusion (as also discussed further below), supply chain and human rights and other matters, can be found in our Sustainability Report.

Sustainability is an integrated aspect of how we think about strategy and risk. Our Board and management believe the long-term interests of shareholders are advanced by responsibly addressing the concerns of other stakeholders and interested parties including employees, recruits, customers, suppliers, GE communities, government officials and the public at large. We believe the integration of a sustainability lens with our daily operations, culture and company priorities is important to driving results. At the Board, these topics often span multiple functional categories and areas of oversight, and therefore oftentimes involve discussion at the full Board level rather than individual committees. In addition, our Governance Committee has oversight responsibility for GE’s priorities and external reporting related to sustainability matters, and our Audit Committee also plays a role in the oversight of such external reporting, including reporting on these matters in SEC filings and data quality related to this reporting.

For additional reporting on sustainability and ESG matters, see our ESG webpages, our 2020 Sustainability Report and our 2021 Diversity Annual Report (see “Helpful Resources” on page 77).

Our Reach


1/3 of the world’s electricity generated with the help of our technology


Serve more than 1B patients per year


Largest & youngest commercial fleet

20       GE 2022 PROXY STATEMENT

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Board Oversight
Key Areas Related to Strategy, Risk & Sustainability

Long-term strategy
Most significant risks facing GE
Reviews with each business
Financial performance
Energy transition and climate change
Financial statements, systems & reporting
Regulatory, compliance and litigation risks
Enterprise risk management framework
Auditors (internal and external)
Corporate governance
Public policy
Environmental, health and safety matters
Support of full Board’s oversight on climate change
Human capital management, including diversity and pay equity
Talent development
Succession planning
Executive compensation


Key Governance Processes
Management Level








Quarterly GE CEO reviews with each business on their operating priorities, execution against plan and top risks

Annual GE CEO review dedicated to organization and critical talent strategy to drive business results, including action plans related to cultural transformation and diversity

Annual long-range review of business strategy, technology roadmap and competitive position, including investment requirements to deliver sustainable growth

Annual budget planning process, designed to focus shorter-term financial execution and investments profile to deliver long-term strategic objectives


Enterprise Risk Management Framework

    LEGAL &

GE 2022 PROXY STATEMENT       21

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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 2021, 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 95% during 2021.

ANNUAL SHAREHOLDERS MEETING. All 11 of our director nominees for 2021 attended the 2021 Annual Meeting.

Board Integrity Policies

CODE OF CONDUCT. All directors, officers and employees of GE must act ethically at all times and in accordance with GE’s code of conduct (The Spirit & The Letter). Under the Board’s Governance Principles, the Board does not permit any waiver of any ethics policy for any director or executive officer. The Spirit & The Letter, and any amendments to the code that we are required to disclose under SEC rules, are posted on GE’s website (see “Helpful Resources” on page 77).

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

Limits on Director Service on Other Public Boards

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

Public company
Other directors 4
Audit Committee
Lead Director Absent special circumstances should not serve as lead director, chair or CEO of another public company

* Service on the board of a public company for which a director serves as an executive, together with service on the board of any public company subsidiary or public affiliates as part of the director’s executive responsibilities, shall count as one board for purposes of this limit.

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.


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 77.


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 77).

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Related Person Transactions & Other Information
HOW WE REVIEW AND APPROVE TRANSACTIONS. We review all relationships and transactions in which the company and our directors and executive officers or their immediate family members participate if the amount involved exceeds $120,000. The purpose of this review is to determine whether they have a material interest in the transaction, including an indirect interest. The company’s legal staff is primarily responsible for making these determinations based on the relevant facts and circumstances, and for developing and implementing processes and controls for obtaining information about these transactions from directors and executive officers. In addition, the Governance Committee reviews and approves any such related person transaction. As described in the Governance Principles, which are available on GE’s website (see “Helpful Resources” on page 77), in the course of reviewing and approving a disclosable related person transaction, the Governance Committee considers the factors in the box below. 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. During 2021, there were no related person transactions meeting 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

For a description of shareholder derivative lawsuits involving certain current and former GE executives and members of the Board, refer to Note 22. Commitments, Guarantees, Product Warranties and Other Loss Contingencies in GE’s financial statements in our 2021 Annual Report on Form 10-K.

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 Governance Committee is responsible for the following:

Policy oversight. A yearly review of GE’s political spending policies and lobbying practices.
Budget oversight. Approval of GE’s annual budget for political activities.
Reporting. Oversight of a report on the company’s political spending, which is updated twice each year and made available on our ESG website (see “Helpful Resources” on page 77).

GE currently discloses the names of all 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 2021 GE did not contribute any corporate funds to political campaigns, committees or candidates for public office.

GE 2022 PROXY STATEMENT       23

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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, 2021, of our directors and nominees, named executives, directors, nominees and executives as a group, and beneficial owners of more than 5% of our common stock.

Stephen Angel 6,065 6,065
Sébastien Bazin 0 18,181
Ashton Carter 0 3,643
Francisco D’Souza 18,937 42,463
Edward Garden        4,016,414      4,026,113
Isabella Goren 37 37
Thomas Horton 6,906 17,246
Risa Lavizzo-Mourey 3,125 14,109
Catherine Lesjak 0 7,051
Tomislav Mihaljevic 0 0
Paula Rosput Reynolds 4,900 13,481
Leslie Seidman 1,812 14,914
James Tisch 442,500 469,188
Total 4,500,696 4,632,491

H. Lawrence Culp, Jr.       1,890,661       0       2,204,516
Carolina Dybeck Happe 0 0 554,563
John Slattery 0 22,482 288,753
Russell Stokes 41,995 202,116 481,419
Kieran Murphy 25,317 171,295 486,966
Total 1,957,973 395,893 4,016,217

As a group (23 people) 7,713,950 10,261,552

T. Rowe Price Associates 115,488,862
The Vanguard Group 82,214,690
BlackRock, Inc. 68,206,900
Fidelity Management & Research 63,476,985
Total 329,387,437

No director or named executive owns more than one-tenth of 1% of the total outstanding shares of GE common stock, other than Mr. Garden, who may be deemed to indirectly beneficially own 0.4% of our outstanding shares as a result of his affiliation with Trian (see note 1 below) and Mr. Culp, who has sole voting but not investment power over 0.2% of our outstanding shares.
T. Rowe Price, Vanguard, BlackRock and Fidelity own 10.5%, 7.5%, 6.2% and 5.8%, 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, the Stock sub-column includes non-voting interests that may be converted into shares of GE common stock within 60 days, including RSUs. This column also includes shares that may be acquired under stock options that are currently exercisable or will become exercisable within 60 days (see the Options sub-column).

For Mr. Culp, this column also includes 1,742,878 performance shares over which he has sole voting but no investment power.

TOTAL. This column shows the individual’s total GE stock-based holdings, including voting securities shown in the Common Stock column (as described above), plus non-voting interests such as PSUs (included at the target payout level) and other interests that cannot be converted into shares of GE common stock within 60 days, including, as appropriate, RSUs, DSUs, deferred compensation accounted for as units of GE stock, and stock options. As described under “Director Compensation” on page 51, 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: Angel (5,927), Cox (13,335), Culp (147,783), Garden (4,016,414)(1), Horton (6,906), Reynolds (537), Strazik (13,520), Timko (1,250) and Tisch (442,500)(2).

DIRECTORS, NOMINEES & EXECUTIVES. These columns show ownership by our directors, nominees and executive officers as a group. This row includes: (1) 1,016,723 shares that may be acquired under stock options that are or will become exercisable within 60 days, (2) 5,292 RSUs that vest within 60 days, (3) 4,648,172 shares over which there is shared voting and investment power, and (4) 1,742,878 shares over which there is sole voting power but no investment power. Current directors and executive officers as a group own approximately 1.0% of GE’s total outstanding shares, including those shares owned by Trian SPV X (see note 1).

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

Sole voting    49,069,480    0    59,597,738    6,178,216
Shared voting 0 1,677,190 0 0
Sole investment 115,488,862 77,917,990 68,206,900 63,476,985
Shared 0 4,296,700 0 0

The foregoing information is based solely on a Schedule 13G/A filed by T. Rowe Price with the SEC on February 14, 2022, a Schedule 13G/A filed by Vanguard with the SEC on February 9, 2022, a Schedule 13G/A filed by Fidelity with the SEC on February 9, 2022, and a Schedule 13G filed by BlackRock with the SEC on February 1, 2022, as applicable.

(1) For Mr. Garden, this column refers to 4,016,414 shares owned Trian SPV (Sub) X, L.P (Trian SPV X). Trian, an institutional investment manager, serves as the management company for Trian SPV X and as such determines the investment and voting decisions of Trian SPV X with respect to the shares of the company held by Trian SPV X. None of such shares are held directly by Mr. Garden. Mr. Garden is a member of Trian Fund Management GP, LLC, which is the general partner of Trian, and therefore is in a position to determine the investment and voting decisions made by Trian on behalf of Trian SPV X. Accordingly, Mr. Garden may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act)) the shares owned by Trian SPV X. Mr. Garden disclaims beneficial ownership of such shares for all other purposes.
(2) For Mr. Tisch, this refers to 67,500 shares owned by a Tisch family trust and 375,000 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.

DELINQUENT SECTION 16(a) REPORTS. Based upon a review of reports and written representations furnished to it, General Electric believes that during 2021, no director, officer, or other person subject to Section 16(a) of the Exchange Act (Section 16) with respect to General Electric failed to file on a timely basis any report required by Section 16. However, in 2021, Ms. Rosput Reynolds reported on Form 4 one purchase of 51 shares that was transacted in 2020 on her behalf by her investment manager in a managed account without her knowledge or approval.

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Advisory Approval of Our Named Executives’ Pay

What are you voting on?
We are asking shareholders to approve on a non-binding basis the compensation paid to our named executives, as described in this proxy statement.

We 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 2023 Annual Meeting.

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

Why the Board recommends a vote FOR the say-on-pay proposal. The Board believes that our compensation policies and practices are effective in achieving the goals of the compensation program, and that our actions have been responsive to shareholder feedback related to last year’s say-on-pay vote.



To Our Shareholders,

As members of the Management Development & Compensation Committee, we want to thank the many of you that have met with and provided feedback to us over the course of the last year. In 2021 the company met with shareholders representing nearly 80% of institutional share ownership. Members of the committee actively participated in and led meetings with over 60% of institutional shareholders.

We were pleased to hear many shareholders favorably acknowledge enhancements we have made to GE’s compensation program during the past few years, including shifting the mix of long-term incentives from cash to equity, increasing external alignment with the use of a compensation peer group and continuing to refine our compensation metrics to help drive company priorities. Shareholders did not signal concerns with any fundamental aspects of our compensation program design. Based on our extensive engagement, the concerns underlying last year’s say-on-pay vote centered on two main areas.

First was the grant of performance shares to our CEO Larry Culp in August 2020, as part of the company’s agreement to extend his leadership by two years through at least August 2024. Shareholders have been overwhelmingly supportive of Larry and the action in 2020 to extend the term of his employment. But there was shareholder concern around the timing, size and structure of the 2020 retention grant made as part of the extension.

After considering shareholders’ feedback and a range of alternatives, the committee and Larry have agreed to reduce his annual equity incentive grant for 2022 from $15 million as was provided in his employment agreement to $5 million, representing a 67% reduction of annual equity. This action reflects our desire to continue incentivizing Larry to lead GE’s transformation and improve the company’s financial performance alongside the rest of the senior leadership team, his demonstrated strong performance as CEO and our Board’s support for his leadership. It also reflects our desire to recognize and meaningfully respond to our shareholders.

Larry has done and continues to do an extraordinary job as the leader of our company, and we believe all shareholders are pleased that he has been retained and committed to remaining in place until 2024 at a minimum as we execute our previously announced spins and renewal of our businesses.

The second area of concern was the way that discretion was used in 2020 annual bonuses for our businesses. With that feedback in mind, the proxy this year demonstrates an approach to annual bonuses that is formulaic and based only on the predetermined performance metrics for our businesses. We did not apply discretion in determining bonus pool funding or individual bonuses for named executives. Many shareholders expressed that the exercise of discretion in our bonus program should not be common, and should be well-explained in disclosure when necessary. We agree and saw no basis to use discretion this year, with the result that we had starkly differentiated bonus funding by business. For example, our Aviation business performed well in 2021 and had bonus funding at 113% of target, while our Renewable Energy business had a challenging year and missed each of its performance metrics, resulting in bonus funding of 0%.

We are grateful to those of you who provided feedback that informed these actions, and we hope to have your support on this year’s say-on-pay vote. We thank you for your support of GE.

      Management Development & Compensation Committee

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Shareholder Engagement on the 2021 Say-on-Pay Vote


Met with shareholders representing 76% of outstanding shares held by institutional investors

In 2021, we received approximately 42% support for our annual say-on-pay proposal. The Management Development & Compensation Committee and entire Board take the outcome of this vote seriously and have been highly focused on understanding and responding to our shareholders’ feedback reflected in this vote. Through the company’s engagement efforts, the committee sought to elicit and consider a full range of shareholders’ perspectives related to GE’s executive compensation program, program design elements and specific actions, to inform appropriate responses to the say-on-pay vote.

We held meetings with shareholders representing 53% of our outstanding common stock and 76% of our common stock held by institutional investors. The chair and other members of our Management Development & Compensation Committee led meetings with shareholders representing 42% of our outstanding common stock and 61% of common stock held by institutional investors. Our engagements also included representatives from our Legal, Human Resources and Investor Relations teams.

In evaluating potential changes to executive compensation, the committee reviewed shareholder feedback, which represented a spectrum of views from different shareholders. As part of these engagements, many shareholders favorably acknowledged changes and enhancements we have made to GE’s program during the past few years, including changes described on the following page. This supported our conclusion that most shareholders did not have concerns with any fundamental aspects of our compensation program design, but voted against say-on-pay in 2021 based on specific compensation actions taken for 2020. The following table provides an overview of the two main areas of concern that shareholders expressed as underlying last year’s vote, and actions the committee has taken in response to those concerns.

      What we heard             What we have done to respond      

Shareholders have been overwhelmingly supportive of our CEO and extending his leadership, but the primary area of concern underlying the low say-on-pay vote was about the timing, size and structure of the 2020 retention grant made as part of the extension. Shareholders expressed a range of views about actions that might be appropriate in response, and we heard from shareholders who:

had no expectation the 2020 grant should be revisited;
supported the 2020 grant and the strong retention that it provides;
asked about the possibility of modifying targets in the 2020 grant; and
asked about the possibility of lowering the value of future grants.
The 2020 grant was driven by unique and extraordinary circumstances; as such, the Board does not intend to enter into a similar modification of the CEO’s employment agreement again in the future.
After considering a range of alternatives, the committee agreed with the CEO to reduce his annual equity incentive grant for 2022 from a grant date fair value of $15 million to $5 million, representing a 67% reduction of annual equity compared to the amount previously provided in the CEO’s employment agreement.
We agree with the views expressed by a majority of shareholders we met with that revisiting the 2020 grant was not a necessary action; that grant provides strong retentive value that many shareholders support.
Some shareholders did not support the way discretion was used to increase bonus funding compared to a more formulaic approach. These shareholders expressed a desire to see better alignment between future bonus payments and GE’s performance, with any future use of discretion well-explained in disclosure. Our annual bonuses for 2021 were formulaic and based only on the predetermined performance metrics for our businesses. We did not apply discretion in determining bonus pool funding or individual bonuses for named executives. We will use discretion sparingly in determining bonus pools, and if discretion is warranted in the future will be accompanied by enhanced disclosure to explain the rationale.

See the letter from the Management Development & Compensation Committee on page 25 for more information about our say-on-pay response.

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Regular Outreach to Seek Shareholder Feedback

The Board views shareholder engagement as a continuous process and regularly seeks feedback directly from our shareholders. Through these engagements, we receive constructive feedback on executive compensation that informs the committee’s program design and specific decisions.

The Board remains committed to continuing the dialogue with shareholders regarding our compensation philosophy and practices.

Compensation Program Structural Improvement

Our compensation programs focus leadership on key areas that drive the business forward and align to the interests of our shareholders. The committee considers many factors when evolving our compensation programs, including alignment with the company’s strategy, market practice and trends, and shareholder feedback, including the results of say-on-pay votes. We have taken numerous actions over the past several years to enhance our programs, strengthen the links between pay and performance and incentivize management to deliver for shareholders, including the following:



Increased accountability with alignment of annual incentive at GE businesses to business-level performance goals, rather than total company performance goals … simpler annual bonus plan focused on earnings and cash generation
Began shift to greater proportion of equity as percentage of total compensation, reducing proportion of cash in pay mix
Adopted compensation peer group for benchmarking and greater external perspective in compensation program design and actions


Increased use of performance-based equity by granting PSUs to a broader group of executives
Continued refinement of PSU metrics to align with peers and company performance goals … in 2020, adopted more tailored relative TSR metric based on S&P Industrial Index rather than S&P 500 … in 2021, added GE-specific metrics based on earnings and free cash flow performance, in response to shareholder feedback
Introduced modifier for safety performance in annual incentive plan … drives alignment with important company priority, and aligned with growing investor interest in incorporating ESG metrics in compensation program design


Added operating profit as an additional annual incentive plan metric, to drive continued focus on the priority of increasing profitability as we prepare to form three independent companies
Refined weighting of annual incentive plan metrics to be more tailored by business … allows greater alignment for each business with specific financial priorities (e.g., variability in weighting for top-line growth vs. profitability vs. cash flow)

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Overview of Our Executive Compensation Program

The executive compensation discussion in this proxy statement focuses on the compensation decisions for our named executives, however our compensation program and plans described below generally apply broadly across GE’s executives.

Compensation Philosophy

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

Our incentive programs are designed to drive accountability for executing our strategy.
Annual bonuses are tied to business unit results for business unit executives or to total company performance for corporate executives; annual equity awards for all executives are based on overall company performance.
We set target performance levels that are challenging and aligned to the goals we communicate to investors.
We set commensurately more challenging goals in association with above-target payout levels.
Short- and
Our program provides an appropriate mix of compensation elements.
Cash payments reward achievement of short-term goals while equity awards encourage our named executives to deliver sustained strong results over multi-year performance periods.
The committee continues to increase the portion of our executive compensation delivered in the form of long-term equity incentive compensation, rather than cash, to further align our executives with investors’ interests.
Attract and
Retain Top
Provide competitive compensation programs that attract and retain talented executives with a strong track record of success, assuring a high performing and stable leadership team to lead our businesses.
Continue to monitor market trends and align compensation programs with market where relevant.
No Excessive
Risk Taking
Our equity awards have specific holding and retention requirements for senior executives, which discourage excessive risk taking by keeping long-term compensation aligned with our share price performance even after it is earned.
The committee retains discretion to adjust compensation for quality of performance and lack of adherence to company values, and in cases of detrimental misconduct pursuant to our clawback policy.

2021 Compensation Program Components

The table below sets forth the primary components of our executive compensation program framework.

Fixed Performance-Based / At-Risk
Short-Term Incentive Long-Term Equity-Based Incentive (generally 3-year vesting)
Link to  Shareholder Value Provide base pay level aligned with roles, responsibilities and individual performance to attract and retain top talent

Deliver on annual investor framework

Serves as key compensation vehicle for differentiating performance each year

Focus executives on the achievement of specific financial performance goals directly aligned with our operating and strategic plans, and with a TSR modifier based on three-year return from stock price appreciation and dividends

PSUs provide a significant stake in the long-term financial success of GE that is aligned with shareholder interests and promote employee retention

Reward stock price performance over time Provide for long-term employee retention

Performance-Based Compensation Structure


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Peer Group and Benchmarking


DETERMINING OUR PEER GROUP. Since 2019, the committee has used a peer group for compensation benchmarking purposes. Based on the criteria set forth below, the committee reviews the peer group each year and made no changes to the peer group for 2021.

In determining the peer group, the committee considered the following factors:

Industry – companies operating in similar or comparable industry spaces and with comparable operational scope
Size – companies that are comparable to GE in terms of revenues, market capitalization and number of employees
Investment Peers – U.S. public companies whose performance is monitored regularly by the same market analysts who monitor GE

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


Abbott Laboratories
Exxon Mobil
General Dynamics
General Motors

Johnson Controls
Johnson & Johnson
Lockheed Martin
Northrup Grumman
Raytheon Technologies
United Parcel Service


Overview of Our Incentive Compensation Plans

This section provides an overview of GE’s incentive compensation plans and how GE performed against the goals established under its 2021 annual bonus program and 2019 PSUs. See “Compensation Actions for 2021” on page 33 for details about 2021 compensation for each of our named executives.

Annual Bonuses

We provide annual cash incentive opportunities to our named executives under GE’s Annual Executive Incentive Plan (AEIP). The targets for awards under the AEIP are designed to drive company and business unit performance, based on financial and operational priorities. When determining the annual incentive award payable to each executive officer, the committee considers performance achieved relative to these pre-established targets to determine the AEIP pool funding for Corporate and each relevant GE business. While the committee has the ability under the AEIP to apply discretion at the business and individual levels when appropriate, we have engaged with shareholders and have heard the concerns some of them have expressed about the use of this discretion for bonuses in 2020. In the 2021 bonuses for named executives, as described below, no discretion was used.

METRICS FOR THE ANNUAL BONUS POOL. The committee sets the performance goals for the Corporate and business unit bonus pools. For 2021, financial metrics for the annual bonus program were free cash flow, organic margin expansion and organic revenue growth. The committee selected these metrics, and weighted them to incentivize strong performance across key drivers of long-term value creation, and these metrics also reflect how the businesses are managed internally. In addition, to further align the AEIP with GE’s overarching operational priority of safety, the committee for the first time in 2021 applied a performance modifier to increase or decrease awards by up to 10% based on achievement of defined safety metrics. The safety performance modifier was determined based on an assessment for each business of the following safety metrics relative to targets set at the beginning of the performance year: injury and illness rates; serious incidents; fatalities; and overall safety culture and progress since the prior year. For 2021, the bonus pool performance metrics continued to be based upon company-wide results for our Corporate named executives, and upon business unit results for named executives who lead an individual business.

HOW THE BONUS PROGRAM WORKS. We pay cash bonuses to our named executives each February or March for the prior performance year. All employees at the executive-band level and above within GE are eligible to participate in the annual bonus program. For our named executives, target bonuses are typically set at 100-150% of salary.

In February following the performance period, the committee assesses performance against the financial metrics for the prior year to determine the payout level for each bonus pool. The CEO also leads an assessment of each named executive’s performance against relevant business and personal priorities, and makes recommendations to the committee related to compensation for each executive. In doing so, he receives input and data from our Chief Human Resources Officer. The Chief Human Resources Officer also provides input and information as to the CEO’s compensation directly to the committee for their consideration. The CEO has no role in the committee’s determination of his bonus. These assessments inform the committee’s compensation decisions for named executives each year, and provide a basis for the committee to consider whether factors such as the quality of financial or operating results or the impact of extraordinary or usual events should be considered in those compensation decisions. For 2021, the committee sought to eliminate all use of discretion, and individual performance factors were not considered for bonus determinations of our named executives.

MODIFIER (+/-10%)

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How We Performed Against Annual Bonus Targets for 2021

The chart below sets forth how Corporate (based on total company) and each of the business units performed relative to the targets under the AEIP for the 2021 performance period. As noted above, in our engagement with shareholders we have heard some concerns about the use of discretion for bonuses in 2020. As part of our response to that feedback, the bonuses awarded to our named executive officers for 2021 are based solely on the relevant performance metrics with no use of discretion.

CORPORATE. For our Corporate named executives—Mr. Culp and Ms. Dybeck Happe —bonuses were evaluated based upon the achievement of performance goals for the company as a whole.

(+/- 10%)
GE Corporate Free Cash Flow ($M)* 150% -5% 112%
Organic Margin Expansion (bps)* 117%
Organic Revenue Growth* 56%

AEIP metrics for Corporate were set and are reported here using our prior three-column financial statement metrics of GE Industrial free cash flow, GE Industrial adjusted organic profit margin expansion and GE Industrial organic revenue growth. Refer to our Annual Report on Form 10-K for 2021 results on the current one-column reporting basis.

AVIATION. Mr. Slattery’s bonus was based upon the achievement of performance goals for the Aviation business, for which he is the CEO.

(+/- 10%)
Aviation Free Cash Flow ($M)* 150% -5% 107%
Organic Margin Expansion (bps)* 150%
Organic Revenue Growth* 0%

AVIATION SERVICES. Mr. Stokes’s bonus was based upon the achievement of performance goals for the Aviation Services business, for which he is the CEO.

(+/- 10%)
Aviation Services Free Cash Flow ($M)* 150% -5% 104%
Organic Margin Expansion (bps)* 51%
Organic Revenue Growth* 87%

* Non-GAAP Financial Measure. For information on how these metrics are calculated, see “Explanation of Non-GAAP Financial Measures and Performance Metrics” on page 75.
** The company does not report free cash flow, organic margin expansion or organic revenue growth metrics at the sub-segment level for Aviation Services.

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HEALTHCARE. Mr. Murphy’s bonus was based upon the achievement of performance goals for the Healthcare business, for which he was the CEO until the end of 2021.
(+/- 10%)
  Healthcare   Free Cash
Flow ($M)*
  Organic Margin
Expansion (bps)*



RENEWABLE ENERGY. There were no named executives from the Renewable Energy business for 2021.
(+/- 10%)


Free Cash
Flow ($M)*
Organic Margin
Expansion (bps)*


No Payout

POWER. There were no named executives from the Power business for 2021.
(+/- 10%)

Gas Power

Free Cash
Flow ($M)*
Organic Margin
Expansion (bps)*


Steam, Power
and Nuclear
Free Cash
Flow ($M)*
Organic Margin
Expansion (bps)*
50% +5% 107%

* Non-GAAP Financial Measure. For information on how these metrics are calculated, see “Explanation of Non-GAAP Financial Measures and Performance Metrics” on page 75.
** The company does not report free cash flow, organic margin expansion or organic revenue growth metrics at the sub-segment level within the Power business.

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Overview of Long-Term Incentive Compensation

As part of our annual compensation program we use a mix of long-term incentive compensation awards: Performance Stock Units (PSUs), Restricted Stock Units (RSUs) and stock options.

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 2021, our annual equity incentive awards for senior executives other than Mr. Culp (who only received PSUs) were weighted approximately 50% as PSUs, 30% as stock options and 20% as RSUs.

WE USE PSUs TO ALIGN PAY WITH PERFORMANCE. We see PSUs as a means to focus our named executives on particular goals, including long-term operating goals. Consistent with this philosophy, in recent years we have expanded the number of senior leaders receiving PSU awards to drive greater alignment between these executives and shareholders. PSUs have formulaically determined payouts that are earned only if the company achieves specified performance goals. PSUs reward and retain the named executives by offering them the opportunity to receive GE stock if the performance goals are achieved and if they are still employed by us on the date the restrictions lapse.

OUR CEO’S LONG-TERM INCENTIVE AWARDS ARE ENTIRELY PERFORMANCE-BASED. Since he was hired in 2018, all of Mr. Culp’s equity awards have been in the form of performance-based equity, as agreed in his employment agreement. By granting Mr. Culp solely performance-based equity, the committee has put more of Mr. Culp’s compensation at risk, providing him with increased incentive to drive longer-term improvements in the business.

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

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

2019 PSUs HAD NO PAYOUT. The annual PSUs granted to the named executives in 2019 could convert into shares of GE stock at the end of the approximately three-year performance period based on GE’s Total Shareholder Return (TSR) versus the S&P 500 Index, from the beginning of the performance period of March 19, 2019 through December 31, 2021. The company did not meet this performance goal, and accordingly the committee, in February 2022, cancelled all 2019 PSUs with no payout, including for Messrs. Culp, Murphy and Stokes.

EARN 25%
EARN 100%
EARN 175%
Relative TSR Cumulative GE TSR vs. S&P 500 Index 100% No

2020 PSUs. The annual PSUs granted to the named executives in 2020 had similar terms to those that were granted to all executives in 2019, with an approximately three-year performance period based on GE’s TSR versus the S&P 500 Industrial Index. The S&P 500 Industrial Index performance metric represents a more tailored group of industry peers as compared to the S&P 500 Index, which was used in prior years.

2021 PSUs. The annual PSUs granted to the named executives in 2021 could convert into shares of GE stock at the end of the three-year performance period based on performance under GE’s one-year 2021 adjusted Earnings per Share (50% weighting) and Free Cash Flow (50% weighting) targets and modification of +/- 20% based on three-year relative TSR versus the S&P 500 Industrials Index, with proportional adjustment for performance between threshold, target and maximum. Performance below threshold against the one-year adjusted Earnings per Share and Free Cash Flow results in no PSUs

being earned. The named executives may receive between 0% and 175% of the target number of PSUs granted. The committee selected the 2021 PSU metrics of Earnings per Share and Free Cash Flow to add operating metrics to the PSU design, rather than using only relative TSR as in prior years. The committee chose these operating metrics to incentivize and focus management on both profitability and cash generation, and these continue to be important financial priorities as we execute on our plan to form three independent companies. The use of a one-year performance period for Earnings per Share and Free Cash Flow reflects variability in these metrics and the challenges of setting long-term financial targets in the face of difficult macroeconomic conditions.

2021 RSUs AND STOCK OPTIONS. The annual RSUs and stock options granted in 2021 will vest in two equal installments on the second and third anniversary of the grant date.

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Compensation Actions for 2021

H. Lawrence Culp, Jr.

Age: 58

Washington College; MBA,
Harvard Business School

GE Tenure: 
3 Years


Chairman & CEO (since September 2018); former senior lecturer, Harvard Business School (2015-2018); former Senior Advisor, Bain Capital Private Equity (2017-2018); former CEO & President, Danaher (2001-2014)


2021 Performance Highlights
As 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. Performance highlights during 2021 included:

Creating a more focused, simpler, stronger high-tech industrial company, including the milestone of closing the sale of the GECAS business to AerCap for cash and other proceeds of more than $30 billion
Strengthening GE’s businesses with operational improvements, driving decentralization and using lean to generate sustainable improvements in safety, quality, delivery, cost and cash performance across the company
Solidifying the company’s financial position with gross debt reduction and improved liquidity, enabling the businesses to play more offense through both organic and inorganic growth opportunities
Leading the Board’s strategic review process that culminated with the announcement of GE’s plan to form three independent, investment-grade, industry-leading companies focused on the growth sectors of aviation, healthcare and energy

Response to 2021 Say-on-Pay Vote
In response to shareholder feedback, the committee and Mr. Culp agreed to reduce his annual equity incentive grant for 2022 from a grant date fair value of $15 million to $5 million. This grant will be reflected as 2022 compensation in next year’s proxy statement. The $15 million grant for 2021 was made pursuant to Mr. Culp’s employment agreement and prior to the 2021 Annual Meeting and say-on-pay vote. For more information, see the Letter from the Management Development & Compensation Committee on page 25.

CEO Pay Structure

Salary. Upon his appointment as CEO, Mr. Culp’s salary was set at $2,500,000 under his 2018 employment agreement and (other than certain forfeitures of his salary in 2020 in connection with the COVID-19 pandemic), has not changed.
Bonus. Mr. Culp’s bonus target is set at 150% of salary and has not changed since his appointment as CEO.

Annual equity awards. Under the terms of his employment agreement, Mr. Culp was granted a PSU award in March 2021 with a grant date fair value of $15 million. For more information on the PSUs awarded in March 2021, see “Overview of Long-Term Incentive Compensation – 2021 PSUs” on page 32.

Leadership Performance Share Award. On August 18, 2020, the Board approved a one-time equity performance grant to Mr. Culp, which was intended to ensure retention of Mr. Culp for a longer period of time than he had originally agreed to when he became CEO. The grant provides strong retention incentives through 2024. During 2021, the Board conducted a rigorous portfolio and business strategy review, culminating in the announcement of a plan for two spin-offs—creating three new companies from the current GE businesses. In connection with the anticipated spin-offs, Mr. Culp’s Performance Share award is aligned with shareholders, and achievement of the performance goal will also factor in the performance of spun-off securities from the spin date.

GE 2022 PROXY STATEMENT       33

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Compensation for Our Other Named Executives

Carolina Dybeck

Age: 49

Uppsala University, Sweden
GE Tenure: 
2 Years


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


2021 Performance Highlights
As CFO, Ms. Dybeck Happe leads the company’s Finance organization and also has responsibility for treasury activities and GE Capital. Performance highlights during 2021 included:

Achieving more than $50 billion of gross debt reduction during the year, marking a significant milestone in the company’s progress to strengthen the balance sheet and reduce leverage
Delivering on the company’s financial goals, with profit margin expansion, earnings per share and free cash flow for 2021 all exceeding outlook
Simplifying the company’s financials following completion of the GECAS/AerCap transaction, with the transition from three-column to one-column financial statement reporting enabled by a smaller GE Capital no longer being a separate reporting segment
Continuing to drive reduction in functional and operational costs, lean processes and reduction of waste, including significant reduction of Corporate costs during the year

John Slattery

Age: 53

University of Glamorgan; MBA, University of Limerick
GE Tenure: 
2 Years


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


2021 Performance Highlights
As CEO of the Aviation business, Mr. Slattery leads an organization with $21 billion of revenues in 2021 and operations spanning commercial and military aircraft engines, integrated engine components, electric power and mechanical aircraft systems and aftermarket services. Performance highlights during 2021 included:

Leading the Aviation business through the still ongoing commercial aviation recovery, in a market that has been significantly challenged during the COVID-19 pandemic
Driving leadership changes, operational improvements and cultural transformation across the business, amidst production ramps for significant new engine platforms and rising shop visits
Innovating for a more sustainable future of flight by developing relationships with partners and customers to foster future technological progress, including powering the first passenger flight to use 100% sustainable aviation fuel, and working toward the next generation of engines, including open fan architectures, hybrid-electric capability, and advanced thermal management concepts

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Russell Stokes

Age: 50

Cleveland State University
GE Tenure:
25 Years


Senior Vice President, GE & President and CEO, GE Aviation Services (since October 2020); former Senior Vice President, GE & President and CEO, GE Power Portfolio (2018-2020); 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)


2021 Performance Highlights
As CEO of the Aviation Services business, a business unit within our Aviation segment, Mr. Stokes leads an organization that provides maintenance, component repair and overhaul services, including sales of replacement parts, to support our fleet of commercial engines. Performance highlights during 2021 included:

Driving operational improvements that resulted in improved revenue, profit and cash flow performance in 2021 for a key business unit within the Aviation business
Implementing lean and new processes globally to improve turnaround time, contract selectivity, and estimates of future contract performance, driving increased profitability
Leading growth and customer-focused modernization of the business’s global repair network

Kieran Murphy

Age: 59

University College Dublin; MSc Marketing, University of Manchester
GE Tenure:
14 Years


Former Senior Vice President, GE and President & CEO, GE Healthcare (2017-2021); former President and CEO, GE Life Sciences (2011-2017); former CEO and Executive Director, Whatman plc (2007-2008)


2021 Performance Highlights
As CEO of the Healthcare business until his retirement at the end of 2021, Mr. Murphy led an organization with $18 billion of revenues in 2021 and operations spanning healthcare systems for medical imaging and patient monitoring, pharmaceutical diagnostics, digital solutions and other healthcare technologies. Performance highlights during 2021 included:

Driving strong operational and financial performance, including strong order demand during the year and evidence of lean-driven improvements to strengthen execution and reduce costs
Delivering new products and technology to healthcare customers globally, including the Vscan Air wireless pocket-sized ultrasound, AIR Recon DL imaging technology, the modular Revolution APEX CT, and other products to provide more integrated, efficient and personalized healthcare
Investing in precision health and other innovations to grow and strengthen the business, including the BK Medical ultrasound business and other acquisitions, as well as investments in digital capabilities and artificial intelligence

GE 2022 PROXY STATEMENT       35

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Summary Compensation

Summary Compensation Table

H. Lawrence Culp, Jr. 2021 $ 2,500,000 $ 4,200,000 $ 14,999,996 $ 0 $ 943,153 $ 20,300 $ 22,663,449
Chairman & CEO 2020 $ 653,409 $ 0 $ 72,054,874 $ 0 $ 463,799 $ 19,950 $ 73,192,032
2019 $ 2,500,000 $ 5,600,000 $ 15,465,000 $ 0 $ 969,188 $ 19,600 $ 24,553,788
Carolina Dybeck Happe* 2021 $ 1,500,000 $ 2,100,000 $ 3,602,609 $ 1,499,998 $ 351,465 $ 1,415,986 $ 10,470,058
SVP & CFO 2020 $ 1,250,000 $ 1,325,000 $ 10,415,106 $ 9,500,003 $ 246,010 $ 1,032,906 $ 23,769,025
John Slattery* 2021 $ 1,250,000 $ 1,337,500 $ 4,323,123 $ 1,799,998 $ 292,217 $ 451,616 $ 9,454,454
SVP, GE & CEO Aviation 2020 $ 588,768 $ 1,375,000 ** $ 2,097,221 $ 2,399,998 $ 87,815 $ 4,685,336 $ 11,234,138
Russell Stokes 2021 $ 1,400,000 $ 1,456,000 $ 2,521,819 $ 1,050,001 $ 2,733 $ 89,211 $ 6,519,764
SVP, GE & CEO Aviation Services 2020 $ 1,400,000 $ 1,300,000 $ 7,267,127 $ 1,050,002 $ 5,919,977 $ 89,573 $ 17,026,679
2019 $ 1,400,000 $ 2,000,000 $ 2,517,550 $ 1,050,019 $ 3,494,084 $ 54,769 $ 10,516,422
Kieran Murphy*** 2021 $ 1,273,148 $ 1,273,148 $ 3,602,609 $ 1,499,998 $ 166,364 $ 79,081 $ 7,894,348
Former SVP, GE & 2020 $ 1,186,657 $ 1,699,805 $ 8,291,656 $ 1,500,002 $ 338,157 $ 64,175 $ 13,080,452
CEO Healthcare 2019 $ 1,125,210 $ 1,532,201 $ 2,517,550 $ 1,050,019 $ 266,876 $ 57,877 $ 6,549,733

* Ms. Dybeck Happe and Mr. Slattery were first employed by the company in 2020.
** Includes $1.0 million signing bonus for Mr. Slattery, pursuant to his offer letter agreement.
*** For Mr. Murphy, all cash amounts (including salary and bonus) were originally paid in British pounds and converted for purposes of this presentation at an exchange rate of $1.3764 per £1.00, the 2021 average noon buying rate certified for customs purposes by the U.S. Federal Reserve Bank of New York set forth in the H.10 statistical release of the Federal Reserve Board.

SALARY. Base salaries for our named executives depend on the scope of their responsibilities, their leadership skills and values, and their performance and length of service. Salary increases for senior executives are assessed on a case-by-case basis in light of these considerations. The amount of any increase is affected by current salary and amounts paid to peers within and outside the company. Each of the named executives, other than Mr. Murphy, contributed a portion of his or her salary to the GE Retirement Savings Plan (GE RSP), the company’s 401(k) savings plan. Mr. Culp voluntarily forfeited 74% of his salary for 2020, in light of the business challenges resulting from the COVID-19 pandemic.

BONUS. Amounts earned under our annual cash bonus program. See “Overview of Our Incentive Compensation Plans” on page 29 for additional information on the bonus program.

STOCK AWARDS. Aggregate grant date fair value of stock awards in the form of PSUs and RSUs, and in the case of Mr. Culp, performance shares, granted in the years shown. Generally, the aggregate grant date fair value is the amount that the company expects to expense for accounting purposes over the award’s vesting schedule and does not correspond to the actual value that the named executives will realize from the award. In particular, the actual value of PSUs and performance shares received are different from the accounting expense because it depends on performance. For example, as described under “2019 PSUs Had No Payout” on page 32, the 2019 PSU grants were cancelled by the committee and as a result, none of our named executives received a payout for these awards. Although the PSUs were cancelled, GE does not adjust the related amounts previously reported as compensation in the year of the PSU award to reflect the cancellation. In accordance with SEC rules, the aggregate grant date fair value of the 2021 PSUs is calculated based on the most probable outcome of the performance conditions as of the grant date, which was less than maximum performance. If the most probable outcome of the performance conditions on the grant date had been maximum performance, then the grant date fair value of the 2021 PSUs would have been as follows: Culp ($23,119,639), Dybeck Happe ($3,853,348), Slattery ($4,623,946), Stokes ($2,697,407) and Murphy ($3,853,348). See the Grants of Plan-Based Awards Table on page 38 for additional information for PSUs and RSUs granted in 2021.

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 2021 Grants of Plan-Based Awards Table on page 38 for additional information on 2021 grants.

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

Culp              $ 943,153                $ 0
Dybeck Happe $ 351,465 $ 0
Slattery $ 292,217 $ 0
Stokes $ 0 $ 2,733
Murphy $ 166,364 $ 0
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 43 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 2021. See “Deferred Compensation” on page 41 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 2021, minus any reimbursements by the named executives, are shown in the table below.

Culp        $ 0                $ 20,300         $ 0       $ 0               $ 0 $ 0 $ 20,300
Dybeck Happe $ 0 $ 8,700 $ 0 $ 467,563 $ 865,322 $ 74,401 $ 1,415,986
Slattery $ 0 $ 20,300 $ 0 $ 70,909 $ 335,488 $ 24,919 $ 451,616
Stokes $ 67,665 $ 18,850 $ 0 $ 0 $ 0 $ 2,696 $ 89,211
Murphy $ 54,632 $ 0 $ 0 $ 0 $ 0 $ 24,449 $ 79,081

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

COMPANY CONTRIBUTIONS TO SAVINGS PLANS. Represents contributions under the GE RSP. For Messrs. Culp, Slattery and Stokes and Ms. Dybeck Happe, represents GE’s matching contributions to the named executives’ RSP accounts equaling up to 4% of eligible pay, and automatic contributions equaling 3% of eligible pay, up to the caps imposed under IRS rules. Mr. Murphy is based outside the United States and is ineligible for this plan.

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

RELOCATION AND EXPATRIATE BENEFITS. Expenses for relocating the named executives and their families in connection with their hiring from outside GE. With respect to Ms. Dybeck Happe, this amount includes expenses for relocating her and her family from Sweden to GE’s headquarters in Boston and continued residence outside her home country, which includes the following: (1) housing and utilities ($300,000), (2) educational support for her children ($151,803), (3) tax preparation services ($11,943) and (4) other relocation benefits. With respect to Mr. Slattery, this column includes the following benefits provided to him in connection with his relocation from Ireland to GE Aviation’s headquarters in Cincinnati: (1) shipment and rental expenses to relocate his household goods ($53,260), and (2) other relocation benefits, including educational

support for his children ($17,649). Relocation and international assignment benefits, such as those provided to Ms. Dybeck Happe and Mr. Slattery, allow us to recruit the best executives from all over the world, regardless of where they are based.

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

OTHER. Total amount of other benefits provided, none of which individually exceeded the greater of $25,000 or 10% of the total amount of personal benefits for the named executive (except as otherwise described in this section). These other benefits included items such as: (1) car service fees; (2) an annual physical examination; (3) certain expenses associated with the named executives’ and their invited guests’ attendance at sporting events; and (4) incremental costs associated with personal use of aircraft and travel by guests accompanying the executive on business travel on a company-leased aircraft, such as for catering. Our named executives are permitted to use an aircraft that is leased by the company for personal use, but, to the extent the named executives engaged in such use during 2021, 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. For Mr. Murphy, this amount includes a monthly car allowance, totaling $18,168 in 2021.

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

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Long-Term Incentive Compensation

In recent years, we have used a mix of long-term incentive compensation awards: PSUs, Performance Shares, RSUs, and stock options. In 2021, we granted Annual Equity Awards in March.

2021 Grants of Plan-Based Awards Table

The following table shows PSUs, RSUs and stock options granted to our named executives in 2021. Each of these awards was approved under the 2007 Long-Term Incentive Plan, a plan that shareholders approved in 2007, 2012 and 2017. For more information on each of the award types, see “Overview of Long-Term Incentive Compensation” on page 32. Where applicable, the number of securities and option exercise prices reported in this table have been adjusted to reflect the one-for-eight reverse stock split effective July 30, 2021.

NAME          THRESHOLD    TARGET    MAXIMUM            
Culp 3/1/2021 Annual Equity 14,653 146,531 256,429       $ 14,999,996
Dybeck Happe 3/1/2021 Annual Equity 2,442 24,422 42,739 $ 2,500,006
3/1/2021 Annual Equity 10,513 $ 1,102,603
3/1/2021 Annual Equity 36,266      $ 104.88 $ 1,499,998
Slattery 3/1/2021 Annual Equity 2,931 29,306 51,286 $ 2,999,997
3/1/2021 Annual Equity 12,616 $ 1,323,127
3/1/2021 Annual Equity 43,520 $ 104.88 $ 1,799,998
Stokes 3/1/2021 Annual Equity 1,710 17,096 29,918 $ 1,749,994
3/1/2021 Annual Equity 7,360 $ 771,825
3/1/2021 Annual Equity 25,386 $ 104.88 $ 1,050,001
Murphy 3/1/2021 Annual Equity 2,442 24,422 42,739 $ 2,500,006
3/1/2021 Annual Equity 10,513 $ 1,102,603
3/1/2021 Annual Equity 36,266 $ 104.88 $ 1,499,998

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 $41.36 per unit value for the March 2021 stock option grants).
For RSUs, fair value is calculated based on the closing stock price on the date of grant, reduced by the present value of dividends expected to be paid on GE common stock before the RSUs vest (resulting in a $104.88 per unit value for the March 2021 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 ($102.37 for the March 2021 grants) by the number of units at target. The per unit value is based on the closing price of the company’s stock price on the grant date, adjusted to reflect the impact of the TSR modifier using a Monte Carlo simulation.

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2021 Outstanding Equity Awards at Fiscal Year-End Table

The following table shows the named executives’ stock and option grants as of year-end. It includes unexercised stock options (vested and unvested), RSUs, Performance Shares and PSUs for which vesting conditions were not yet satisfied as of December 31, 2021. Where applicable, the number of securities and option exercise prices reported in this table have been adjusted to reflect the one-for-eight reverse stock split effective July 30, 2021.

Culp    3/19/2019    PSUs    46,875             $ 4,428,281    100% in 2022, subject to performance
3/2/2020 PSUs 41,392 $ 3,910,302 100% in 2023, subject to performance
8/18/2020 Performance
1,742,878 $ 164,649,685 100% in 2024, subject to performance
3/1/2021 PSUs 256,429 $ 24,224,848 100% in 2024, subject to performance
Total 2,087,574 $ 197,213,116  
Dybeck 3/2/2020 Options 257,732 0 $ 89.68 3/2/2030 $ 1,234,536 100% in 2024
Happe 3/2/2020 Options 51,090 0 $ 89.68 3/2/2030 $ 244,721 50% in 2022 and 2023
3/2/2020 PSUs 6,899 $ 651,749 100% in 2023, subject to performance
3/2/2020 RSUs 10,205 $ 964,066 50% in 2022 and 2023
9/3/2020 PSUs 205,110 $ 19,376,742 50% in 2024 and 2025,
subject to performance
3/1/2021 Options 36,266 0 104.88 3/1/2031 $ 0 50% in 2023 and 2024
3/1/2021 PSUs 42,739 $ 4,037,553 100% in 2024, subject to performance
3/1/2021 RSUs 10,513 $ 993,163 50% in 2023 and 2024
Total 620,554 0 $ 27,502,530
Slattery 7/13/2020 Options 67,446 22,482 $ 53.60 7/13/2030 $ 2,756,518 50% in 2022 and 2023
9/2/2020 Options 42,938 0 $ 51.52 9/2/2030 $ 1,844,187 50% in 2022 and 2023
9/2/2020 RSUs 11,592 $ 1,095,096 50% in 2022 and 2023
9/2/2020 PSUs 20,334 $ 1,920,953 100% in 2023, subject to performance
3/1/2021 Options 43,520 0 $ 104.88 3/1/2031 $ 0 50% in 2023 and 2024
3/1/2021 PSUs 51,286 $ 4,844,988 100% in 2024, subject to performance
3/1/2021 RSUs 12,616 $ 1,191,834 50% in 2023 and 2024
Total 249,732 22,482 $ 13,653,576
Stokes 9/7/2012 Options 14,306 14,306 $ 166.08 9/7/2022 $ 0
9/13/2013 Options 16,256 16,256 $ 182.88 9/13/2023 $ 0
9/5/2014 Options 32,512 32,512 $ 200.72 9/5/2024 $ 0
9/11/2015 Options 15,216 15,216 $ 191.92 9/11/2025 $ 0
9/9/2016 Options 19,508 19,508 $ 231.60 9/9/2026 $ 0
2/10/2017 RSUs 1,041 $ 98,343 100% in 2022
9/6/2017 Options 26,010 20,808 $ 191.68 9/6/2027 $ 0 100% in 2022
9/6/2017 RSUs 729 $ 68,869 100% in 2022
1/29/2018 Options 65,024 65,024 $ 125.20 1/29/2028 $ 0
3/19/2019 Options 36,972 18,486 $ 81.52 3/19/2029 $ 478,787 100% in 2022
3/19/2019 RSUs 4,375 $ 413,306 100% in 2022
3/19/2019 PSUs 5,469 $ 516,656 100% in 2022, subject to performance
3/2/2020 Options 35,763 0 $ 89.68 3/2/2030 $ 171,305 50% in 2022 and 2023
3/2/2020 PSUs 4,829 $ 456,196 100% in 2023, subject to performance
3/2/2020 RSUs 7,143 $ 674,799 50% in 2022 and 2023
9/3/2020 RSUs 96,451 $ 9,111,726 50% in 2023 and 2024
3/1/2021 Options 25,386 0 $ 104.88 3/1/2031 $ 0 50% in 2023 and 2024
3/1/2021 PSUs 29,918 $ 2,826,353 100% in 2024, subject to performance
3/1/2021 RSUs 7,360 $ 695,299 50% in 2023 and 2024
Total 444,268 202,116 $ 15,511,639

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Murphy    9/7/2012    Options    13,005     13,005    $ 166.08     9/7/2022    $ 0   
9/13/2013 Options 10,404 10,404 $ 182.88 9/13/2023 $ 0
9/5/2014 Options 243 243 $ 200.72 9/5/2024 $ 0
9/5/2014 Options 12,762 12,762 $ 200.72 9/5/2024 $ 0
9/11/2015 Options 16,256 16,256 $ 191.92 9/11/2025 $ 0
9/30/2016 Options 19,508 19,508 $ 227.76 9/30/2026 $ 0
2/10/2017 RSUs 651 $ 61,500 100% in 2022
6/9/2017 RSUs 6,503 $ 614,338 100% in 2022
9/6/2017 Options 19,508 15,607 $ 191.68 9/6/2027 $ 0 100% in 2022
9/6/2017 RSUs 547 $ 51,675 100% in 2022
1/29/2018 Options 65,024 65,024 $ 125.20 1/29/2028 $ 0 100% in 2021
3/19/2019 Options 36,972 18,486 $ 81.52 3/19/2029 $ 478,787 100% in 2022
3/19/2019 RSUs 4,375 $ 413,306 100% in 2022
3/19/2019 PSUs 5,469 $ 516,656 100% in 2022, subject to performance
3/2/2020 Options 51,090 0 $ 89.68 3/2/2030 $ 244,721 50% in 2022 and 2023
3/2/2020 PSUs 6,899 $ 651,749 100% in 2023, subject to performance
3/2/2020 RSUs 10,205 $ 964,066 50% in 2022 and 2023
9/3/2020 RSUs 96,451 $ 9,111,726 50% in 2023 and 2024
3/1/2021 Options 36,266 0 $ 104.88 3/1/2031 $ 0 50% in 2023 and 2024
3/1/2021 PSUs 42,739 $ 4,037,553 100% in 2024, subject to performance
3/1/2021 RSUs 10,513 $ 993,163 50% in 2023 and 2024
Total 465,390 171,295 $ 18,139,240

MARKET VALUE. The market value of RSUs, Performance Shares and PSUs is calculated by multiplying the closing price of GE stock as of December 31, 2021 ($94.47) (the last trading day for the year) by the number of shares underlying each award. With respect to the Leadership Performance Shares granted to Mr. Culp on August 18, 2020 and the Leadership PSUs granted to Ms. Dybeck Happe on September 3, 2020, this value assumes satisfaction of the maximum-level payout for the awards, representing the achievement of goals delivering significant shareholder returns. With respect to the 2019 PSUs (which were cancelled without any payouts) and the other 2020 PSUs granted, this value assumes satisfaction of the threshold-level payout for the awards, and with respect to the 2021 PSUs, this value assumes satisfaction of the maximum-level payout for the awards. For options, the market value is calculated by multiplying the number of shares underlying each award by the spread between the award’s exercise price and the closing price of GE stock as of December 31, 2021.

Vesting Schedule
Options vest on the anniversary of the grant date in the years shown in the table. See “Potential Termination Payments” on page 45 regarding other vesting events.

RSUs vest on the anniversary of the grant date in the years shown in the table. See “Potential Termination Payments” on page 45 regarding other vesting events.

Leadership Performance Shares and Leadership PSUs vest on the anniversary of the grant date in the years shown in the table, solely to the extent that the performance conditions have been achieved. The Leadership Performance Shares and Leadership PSUs are also subject to accelerated vesting upon a change of control, termination other than for cause, or good leaver termination. See “Potential Termination Payments” on page 45 for additional details regarding this acceleration.

Other PSUs vest at the beginning of the year indicated when the committee certifies that the performance conditions have been achieved, unless otherwise stated. The 2019 PSU grants, the 2020 PSU grants (other than the Leadership PSUs granted to Ms. Dybeck Happe) and the 2021 PSU grants 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 “Overview of Long-Term Incentive Compensation” on page 32.

Option Exercises and Stock Vested Table

The following table shows the number of shares the named executives acquired and the values they realized upon the vesting of RSUs during 2021. During the year, none of the named executives exercised stock options and none of them had PSU or performance share awards that were earned, and only Messrs. Stokes and Murphy had RSUs that vested. Values are shown before payment of any applicable withholding taxes or brokerage commissions. Executives that remain employed by GE are required to hold the stock that they receive following the exercise of stock options (less those shares that are withheld to satisfy the