DEF 14A of General Electric Co, Mar 12, 2026

DEF 14A of General Electric Co

Filed Mar 12, 2026 · FY20250000040545-26-000018

Open on EDGAR

  1. Election of Directors

    Election of Directors

  2. Election of Directors

    | What are you voting on? At the 2026 Annual Meeting, 9 director nominees are to be elected to the GE Aerospace Board to hold office until the 2027 Annual Meeting and until their successors have been elected and qualified. | YOUR BOARD RECOMMENDS A VOTE FOR EACH NOMINEE | | | | All nominees are current GE Aerospace Board members who were elected by shareholders at the 2025 Annual Meeting, except for Mr. Bush who was elected to the Board effective December 2025. Mr. Garden is not standing for re-election at the 2026 Annual Meeting. | |

  3. Election of Directors

    | 6 | GE Aerospace 2026 Proxy Statement |

  4. Board Nominees

    Board Nominees

  5. Board Nominees

    | TENURE 5.1 years average tenure 1 New (<1 year) 4 Medium-tenured (2-5 years) 4 Longer-tenured (6+ years) | AGE 64.7 years average age 5 60-64 years 4 ≥65 years | INDEPENDENCE All independent except for the CEO 8 Independent 1 Not Independent | | Our Board term limit is 15 years | Our Board age limit is 75 years | All director nominees except our CEO are independent and meet heightened independence standards for our committees, as required |

  6. Qualifications and Attributes

    Qualifications and Attributes The committee memberships indicate the composition of the committees of the Board as of the date of this proxy. For a description of committees and committee activities during 2025, see Board Committees beginning on page 16. 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.

  7. Qualifications and Attributes

    | | PRIMARY QUALIFICATIONS AND ATTRIBUTES | | | | | | COMMITTEES | | | | | NAME | | | | | | | | | | | | Sébastien Bazin | | | | | | | | | | | | Margaret Billson | | | | | | | | | | | | Wesley Bush | | | | | | | | | | | | H. Lawrence Culp, Jr. | | | | | | | | | | | | Thomas Enders | | | | | | | | | | | | Isabella Goren | | | | | | | | | | | | Thomas Horton | | | | | | | | | | | | Catherine Lesjak | | | | | | | | | | | | Darren McDew | | | | | | | | | | |

  8. Qualifications and Attributes

    | FINANCIAL ACUMEN. The Board has determined that each of Mses. Goren and Lesjak and Mr. Bush are “audit committee financial experts” (per SEC rules), and each member of the Audit Committee is “financially literate” (per NYSE rules). | | Member | | | | Chair | | | | Financial Expert |

  9. Key Corporate Governance Practices

    Key Corporate Governance Practices •8 out of 9 director nominees are independent •Annual election of all directors by majority vote •No supermajority vote provisions in governing documents •Annual review of Board leadership structure •Annual Board and committee self‑evaluations •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 •Rigorous succession planning for key leadership roles •Clawback policy that applies to all cash and equity incentive awards •Prohibition on hedging & pledging •Strong stock ownership guidelines •“Overboarding” limits for directors •No poison pill or dual‑class shares •Shareholder right to call special meetings (at 10%) •Proxy access by‑law provisions on market terms •Shareholder approval of certain severance benefits

  10. Key Corporate Governance Practices

    | GE Aerospace 2026 Proxy Statement | 7 |

  11. Nominee Biographies

    Nominee Biographies

  12. Nominee Biographies

    | | H. Lawrence Culp, Jr. Director Since: 2018 Age: 62 Birthplace: United States | | Thomas Horton Director Since: 2018 Age: 64 Birthplace: United States INDEPENDENT | | Chairman (since April 2024) and CEO (since June 2022), GE Aerospace, Evendale, OH and former Chairman and CEO, GE, Boston, MA (2018–2024) | | Partner, Global Infrastructure Partners, an infrastructure investment fund, New York, NY (since 2019) | | | GE AEROSPACE COMMITTEE MEMBERSHIP •Classified Programs 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 •GE Aerospace •GE HealthCare PAST PUBLIC COMPANY BOARDS •Danaher •GlaxoSmithKline •T. Rowe Price Group OTHER POSITIONS •Member and former Chairman, Board of Visitors & Governors, Washington College •Member, Board of Trustees, Wake Forest University EDUCATION •Washington College •MBA, Harvard Business School | | GE AEROSPACE COMMITTEE MEMBERSHIP •Governance (Chair) •Classified Programs 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 •GE Aerospace •Chevron •Walmart PAST PUBLIC COMPANY BOARDS •EnLink Midstream •Qualcomm EDUCATION •Baylor University •MBA, Southern Methodist University | |

  13. Nominee Biographies

    | 8 | GE Aerospace 2026 Proxy Statement |

  14. Nominee Biographies

    | | Isabella Goren Director Since: 2022 Age: 65 Birthplace: Ukraine INDEPENDENT | | Catherine Lesjak Director Since: 2019 Age: 67 Birthplace: Canada INDEPENDENT | | Former Chief Financial Officer of American Airlines and AMR Corporation, a global airline, Fort Worth, TX (2010‑2013) | | Former Chief Financial Officer, HP, a global technology company, and its predecessor, Hewlett‑Packard Company, Palo Alto, CA (2007‑2018) | | | GE AEROSPACE COMMITTEE MEMBERSHIP •Audit (Chair) PRIOR BUSINESS EXPERIENCE •CFO, American Airlines and AMR Corporation (2010‑2013) •Senior Vice President, Customer Relationship Marketing, American Airlines (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 •GE Aerospace •Marriott International PAST PUBLIC COMPANY BOARDS •Gap •LyondellBasell Industries OTHER POSITIONS •Director, MassMutual •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 EDUCATION •University of Texas at Austin •MBA, Southern Methodist University | | GE AEROSPACE COMMITTEE MEMBERSHIP •Compensation (Chair) •Audit PRIOR BUSINESS EXPERIENCE •Interim Chief Operating Officer, HP (2018–2019) •Chief Financial Officer, HP (2007-2018) •Interim CEO, HP (2010) •Senior Vice President and Treasurer, HP (2003–2007) •Previously served in various leadership positions within the financial organization at HP, including as Global Controller, Software Solutions; Controller and Credit Manager for Commercial Customers; and as Manager, Financial Operations, Enterprise Marketing and Solutions (joined HP in 1986) CURRENT PUBLIC COMPANY BOARDS •GE Aerospace •GE HealthCare PAST PUBLIC COMPANY BOARDS •PROS Holdings •SunPower OTHER POSITIONS •Board, Haas School of Business, University of California, Berkeley EDUCATION •Stanford University •MBA, University of California, Berkeley | |

  15. Nominee Biographies

    | GE Aerospace 2026 Proxy Statement | 9 |

  16. Nominee Biographies

    | | Darren McDew Director Since: 2023 Age: 65 Birthplace: United States INDEPENDENT | | Sébastien Bazin Director Since: 2016 Age: 64 Birthplace: France INDEPENDENT | | Retired Four‑Star General, United States Air Force, and Former Commander of U.S. Transportation Command, Scott Air Force Base, Illinois (2015‑2018) | | Chairman and CEO, Accor, a global hotel company, Paris, France (since 2013) | | | GE AEROSPACE COMMITTEE MEMBERSHIP •Classified Programs (Chair) •Audit •Governance PRIOR BUSINESS EXPERIENCE •Four‑star general who served for 36 years in the United States military before retiring in October 2018. •Commander, U. S. Transportation Command, the single manager for global air, land and sea transportation for the U.S. Department of Defense from 2015 to 2018. •Held various leadership roles across the U. S. Military, including Vice Director for Strategic Plans and Policy for the Joint Chiefs of Staff, Military Aide to the President, Director of Air Force Public Affairs, and Chief of Air Force Senate Liaison Division. CURRENT PUBLIC COMPANY BOARDS •GE Aerospace •Abbott Laboratories •Parsons Corporation OTHER POSITIONS •Director, United Services Automobile Association (USAA) •Board of Governors, Boys and Girls Club of America EDUCATION •Virginia Military Institute •MS, Aviation Management, Embry‑Riddle Aeronautical University | | GE AEROSPACE COMMITTEE MEMBERSHIP •Compensation •Governance 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 •GE Aerospace •Accor PAST PUBLIC COMPANY BOARDS •Banyan Tree Holding •Carrefour •Huazhu Group OTHER POSITIONS •Vice Chairman, Supervisory Board, Gustave Roussy Foundation, cancer research funding •Chairman, Safar Ventures •Director, Riyadh School of Tourism and Hospitality EDUCATION •Sorbonne University •MA (Economics), Sorbonne University | |

  17. Nominee Biographies

    | 10 | GE Aerospace 2026 Proxy Statement |

  18. Nominee Biographies

    | | Margaret Billson Director Since: 2023 Age: 64 Birthplace: United States INDEPENDENT | | Wesley Bush Director Since: 2025 Age: 64 Birthplace: United States INDEPENDENT | | Former President and CEO of BBA Aviation, plc's Global Engine Services Division, and its predecessor Aftermarket Services Division, an aviation services company, London, England (2009‑2016) | | Former Chairman and CEO of Northrop Grumman, an aerospace & defense company, Falls Church, VA (2010-2018) | | | GE AEROSPACE COMMITTEE MEMBERSHIP •Governance PRIOR BUSINESS EXPERIENCE •President and CEO of BBA Aviation, plc's Global Engine Services Division and its predecessor Aftermarket Services Division (2009‑2016) •President, Airplane Division and Chief Operating Officer, Eclipse Aviation (2005‑2008) •Vice President, General Manager, Honeywell Aerospace (2003‑2005) •Vice President, Engineering & Program Management, Honeywell Aerospace (1997‑2003) •Previously served in various management positions at Douglas Aircraft Company, a division of the McDonnell Douglas Corporation (1984‑1996) CURRENT PUBLIC COMPANY BOARDS •GE Aerospace PAST PUBLIC COMPANY BOARDS •Arconic •CAE •SkyWest EDUCATION •Embry‑Riddle Aeronautical University •MEng, Aerospace, Aeronautical and Astrological Engineering, California State University, Long Beach | | GE AEROSPACE COMMITTEE MEMBERSHIP •Audit •Classified Programs PRIOR BUSINESS EXPERIENCE •Former Chairman and CEO of Northrop Grumman Corporation (2010-2018) •Served in numerous leadership roles at Northrop Grumman, including President and Chief Operating Officer, Chief Financial Officer, and President of the company's Space Technology segment. Also served in a variety of leadership positions at TRW, Inc., before it was acquired by Northrop Grumman in 2002. CURRENT PUBLIC COMPANY BOARDS •GE Aerospace •Dow •General Motors PAST PUBLIC COMPANY BOARDS •Cisco •Norfolk Southern Corporation OTHER POSITIONS •Member of the National Academy of Engineering •Member of the Board, Conservation International •Member of the Board, MIT Corporation EDUCATION •BS and MS, Electrical Engineering, Massachusetts Institute of Technology | |

  19. Nominee Biographies

    | GE Aerospace 2026 Proxy Statement | 11 |

  20. Nominee Biographies

    | | Thomas Enders Director Since: 2023 Age: 67 Birthplace: Germany INDEPENDENT | | Former CEO of Airbus SE, a global aerospace company, and its predecessor EADS NV, Blagnac, France (2005‑2019) | | | GE AEROSPACE COMMITTEE MEMBERSHIP •Compensation PRIOR BUSINESS EXPERIENCE •CEO of Airbus SE and its predecessor EADS NV (2005‑2019) •Head of the Defense and Security Systems Business, EADS NV (2000‑2005) •Multiple positions at DaimlerChrysler Aerospace (1991‑2000) •Planning Staff, German Federal Ministry of Defense (1989‑1991) •Researcher, German Council on Foreign Relations and International Institute for Strategic Studies (1988‑1989) CURRENT PUBLIC COMPANY BOARDS •GE Aerospace •Linde PAST PUBLIC COMPANY BOARDS •Knorr Bremse •Lilium •Lufthansa OTHER POSITIONS •Chair, KNDS •President, German Council on Foreign Relations •Director, Helsing EDUCATION •PhD, University of Bonn •University of California, Los Angeles | |

  21. Nominee Biographies

    | 12 | GE Aerospace 2026 Proxy Statement |

  22. Director Compensation for 2025

    Director Compensation for 2025 The compensation program for independent directors is designed to achieve the following goals: •Fairly pay directors for the work required at a company of GE Aerospace’s size and scope, as benchmarked against our peer group; •Align directors’ interests with the long‑term interests of GE Aerospace shareholders; and •Be simple, transparent and easy for shareholders to understand.

  23. 2025 Annual Director Compensation

    2025 Annual Director Compensation Our independent directors received annual 2025 compensation as shown in the 2025 Director Compensation Table on page 25. GE AEROSPACE DIRECTOR COMPENSATION PROGRAM. We maintain the GE Aerospace 2024 Non‑Employee Director Compensation Plan (the GE Aerospace Director Compensation Program). Our independent directors received compensation under this program in 2025 as shown in the table below which remained the same as the non-employee director compensation program for 2024 except for the addition of the Classified Programs Committee chair retainer in connection with the establishment of the committee in June 2025.

  24. 2025 Annual Director Compensation

    | All independent directors | | •Time of payment. Quarterly cash installments in arrears (subject to a deferral election) and annual grant of RSUs on the date of the Annual Meeting •Limit on director compensation. $1,000,000 annually, including cash earned & equity granted (regardless of any deferral election) | | Annual cash retainer | $140,000 | | | Restricted stock units (RSUs) | $185,000 | | | Lead director | $50,000 | | | Audit Committee chair | $30,000 | | | Compensation Committee chair | $25,000 | | | Governance Committee chair | $20,000 | | | Classified Programs Committee chair | $15,000 | |

  25. 2025 Annual Director Compensation

    •HOW RESTRICTED STOCK UNITS WORK. Each RSU is equivalent to one share of GE Aerospace stock and will fully vest on the earlier of (i) the one‑year anniversary of the grant date, or (ii) the next GE Aerospace annual meeting of shareholders after the grant date. To calculate the number of RSUs to be granted, we divide the target value of the RSUs by the average closing price of GE Aerospace stock for the 30 days preceding and including the grant date. RSUs accumulate quarterly dividend‑equivalent payments in the form of additional RSUs. RSUs are settled within two weeks of vesting unless the director has elected for deferred settlement (in which case RSUs are settled one year after the director leaves the Board). •HOW CASH RETAINER DEFERRALS WORK. Directors may elect to defer some or all of their cash retainers into an interest account and/or into phantom stock units (Phantom Units). Interest accounts under the GE Aerospace Director Compensation Program are credited with interest monthly based on the prior calendar month’s average yield for U.S. Treasury notes and bonds with maturities from 10 to 20 years. Phantom Units are equal in value to a share of GE Aerospace stock and are fully vested upon grant, but do not have voting rights. If a director elects to defer into Phantom Units, the number of Phantom Units to be granted is calculated by dividing the cash retainer deferred by the average closing price of GE Aerospace stock for the 30 days preceding and including the grant date (which is the date the cash retainer would have been paid). Phantom Units accumulate quarterly dividend‑equivalent payments in the form of additional Phantom Units. The Phantom Units are paid out in cash beginning one year after the director leaves the Board. Directors may elect to take their Phantom Units payments as a lump sum or in payments spread out over five or ten annual installments. OTHER COMPENSATION. Our independent directors may also receive the following benefits: •MATCHING GIFT PROGRAM. Independent directors may participate in the GE Aerospace Foundation's Matching Gifts Program on the same terms as GE Aerospace employees. Under this program, the GE Aerospace Foundation matches for each participant up to $5,000 for annual contributions to approved charitable organizations. •INCIDENTAL BOARD MEETING EXPENSES. The company may occasionally provide travel and sponsor activities for spouses or other guests of the directors in connection with Board meetings. No such expenses were incurred during 2025.

  26. No Additional Director Compensation for Independent Directors

    No Additional Director Compensation for Independent Directors Independent directors do not receive any cash incentive compensation or pension benefits. Directors who are company employees do not receive any compensation for their services as directors.

  27. Director Compensation for 2026

    Director Compensation for 2026 In its annual review of director compensation in early 2026, the Board increased the annual cash retainer from $140,000 to $150,000 and the RSU grant from $185,000 to $200,000 to better align with the competitive market as informed by peer group benchmarking. The change will become effective on May 5, 2026, the date of the 2026 Annual Meeting.

  28. 2025 Director Compensation Table

    2025 Director Compensation Table This table shows the compensation that each director earned for his or her 2025 Board and committee service. For Mr. Culp’s compensation refer to the Summary Compensation Table on page 39.

  29. 2025 Director Compensation Table

    | NAME OF DIRECTOR | CASH FEES | STOCK AWARDS | ALL OTHER COMP | TOTAL | | Stephen Angel* | $0 | $359,040 | $0 | $359,040 | | Sébastien Bazin | $0 | $345,795 | $0 | $345,795 | | Margaret Billson | $140,000 | $201,925 | $1,000 | $342,925 | | Wesley Bush* | $11,793 | $75,574 | $0 | $87,367 | | Thomas Enders | $140,000 | $201,925 | $0 | $341,925 | | Edward Garden | $140,000 | $201,925 | $0 | $341,925 | | Isabella Goren | $170,000 | $201,925 | $5,000 | $376,925 | | Thomas Horton | $191,467 | $201,925 | $0 | $393,392 | | Catherine Lesjak | $160,367 | $201,925 | $5,000 | $367,292 | | Darren McDew | $147,500 | $201,925 | $0 | $349,425 |

  30. 2025 Director Compensation Table

    * The amounts reported represent pro-rata compensation earned for Board service for Mr. Angel, who departed the Board on December 4, 2025, and Mr. Bush, who joined the Board on December 1, 2025. CASH FEES. Amount of cash compensation earned in 2025 for Board and committee service. STOCK AWARDS. Aggregate grant date fair value of RSUs and Phantom Units granted in 2025, as calculated in accordance with SEC rules, including amounts that the directors deferred into Phantom Units in lieu of all or a part of their cash compensation. Grant date fair value is calculated by multiplying the number of RSUs and Phantom Units granted by the closing price of the company's stock on the grant date (or the last trading day prior to the grant date), which was $200.15 for March 31, 2025 grants, $208.60 for May 6, 2025 grants, $257.39 for June 30, 2025 grants, $300.82 for September 30, 2025 grants, $288.45 for the December 1, 2025 grant and $308.03 for December 31, 2025 grants. The table below shows the cash amounts that the directors deferred into Phantom Units in 2025, the total number of DSUs and Phantom Units accrued as of 2025 fiscal-year end and the total number of RSUs unvested or deferred as of 2025 fiscal year‑end.

  31. 2025 Director Compensation Table

    | DIRECTOR | CASH DEFERRED INTO PHANTOM UNITS IN 2025 | # OF DSUs ACCRUED AT 2025 FISCAL YEAR‑END* | # OF PHANTOM UNITS ACCRUED AT 2025 FISCAL YEAR‑END | # OF RSUs UNVESTED OR DEFERRED AT 2025 FISCAL YEAR‑END** | | Stephen Angel | $152,894 | 6,657 | 1,247 | 1,176 | | Sébastien Bazin | $140,000 | 26,200 | 1,092 | 2,146 | | Margaret Billson | $0 | 477 | 0 | 2,146 | | Wesley Bush | $0 | 0 | 0 | 262 | | Thomas Enders | $0 | 473 | 0 | 2,146 | | Edward Garden | $0 | 14,351 | 0 | 970 | | Isabella Goren | $0 | 4,159 | 0 | 2,146 | | Thomas Horton | $0 | 15,664 | 0 | 970 | | Catherine Lesjak | $0 | 11,938 | 0 | 970 | | Darren McDew | $0 | 1,528 | 0 | 2,146 |

  32. 2025 Director Compensation Table

    * Represents DSUs denominated in company stock granted under the prior General Electric 2003 Non-Employee Director Compensation Plan (which was in effect until May 7, 2024). ** Includes unvested RSUs granted in 2025 (including 968 unvested RSUs for each director nominee, except for Mr. Bush who received a pro-rata grant of 262 RSUs upon joining the Board in December 2025), RSUs granted in 2024 for which the director elected to defer settlement, and RSUs accrued as dividend equivalents on such RSU grants. ALL OTHER COMPENSATION. Includes contributions to approved charitable organizations under the GE Aerospace Foundation Matching Gifts Program.

  33. 2025 Director Compensation Table

    | GE Aerospace 2026 Proxy Statement | 25 |

  34. Advisory Approval of Our Named Executives’ Compensation

    | Deferred Compensation | 44 | | Bonus Deferrals | | | Salary Deferrals | | | GE Aerospace Restoration Plan | | | Nonqualified Deferred Compensation Table | | | Pension Benefits | 45 | | GE Aerospace Pension Plan | | | GE Aerospace Supplementary Pension Plan | | | Pension Benefits Table | | | Potential Termination Payments | 47 | | Equity Awards | | | Pension Benefits | | | Other Executive Compensation Policies & Practices | 51 | | Roles and Responsibilities in Succession Planning and Compensation | | | Our Policies on Compensation Consultants | | | Clawbacks and Other Remedies for Potential Misconduct | | | Compensation Risk Assessment | | | Stock Ownership and Equity Grant Policies | | | Tax Deductibility of Compensation | | | Compensation Committee Interlocks and Insider Participation | | | Management Development & Compensation Committee Report | 52 |

  35. Shareholder Engagement on Executive Compensation

    | TOPIC | FEEDBACK | | ACTIONS & RESPONSES | | Succession planning | Most shareholders that we met with raised the topic of succession planning. Shareholders were interested in understanding the Board’s approach and process. This topic was top of mind for shareholders following the entry in 2024 into a new employment agreement with CEO Larry Culp that runs through 2027. | | We added new disclosure in this proxy statement in response to shareholders’ interest and questions about this topic. See Additional Information on Areas of Board and Committee Oversight: Talent Development & Succession Planning on page 18 for more information on how the Board is actively overseeing and engaged in leadership succession planning. | | CEO Incentive Grant | Shareholders overwhelmingly supported the Board’s action in 2024 to extend Mr. Culp’s leadership with a new employment agreement. A significant majority of shareholders also supported the compensation terms of this agreement, recognizing its strong alignment with performance and retentive value. For shareholders we met with who voted against say-on-pay, it was clear that the predominant reason for those votes was a preference against off-cycle equity grants like the CEO Incentive Grant that was part of the new agreement with Mr. Culp. | | Off-cycle grants are not a regular part of our compensation program, and the Board does not anticipate additional grants to Mr. Culp outside the annual process during the term of this employment agreement. Mr. Culp’s total target compensation was flat in 2025, consistent with his employment agreement. | | Exec comp program design | Consistent with the high support our executive compensation program has received in recent years, we did not hear concerns about program design. Shareholders also welcomed recent enhancements, such as the new design for the 2025 grant of PSUs with a cumulative three-year performance period. | | In line with the strong shareholder support for our regular compensation program design, we are continuing with the same underlying program elements in 2026. Similar to last year, the 2026 grant of PSUs also uses a cumulative three-year performance period. |

  36. Key Compensation Program Elements

    | | Fixed | Performance‑Based / At‑Risk | | | | | | Short‑Term Incentive | | Long‑Term Equity‑Based Incentive (generally 3‑year vesting) | | | | Component | SALARY | ANNUAL BONUS | PERFORMANCE STOCK UNITS | STOCK OPTIONS | RESTRICTED STOCK UNITS | | Link to Shareholder Value | Provides competitive base pay aligned with roles and responsibilities to attract and retain top talent | Incentivizes delivery on annual investor framework Serves as key compensation vehicle for differentiating performance each year | Focus on achievement of financial performance goals aligned with our operating and strategic plans, with a relative TSR modifier based on three‑year return from stock price appreciation and dividends Provide a significant stake in the long‑term financial success of GE Aerospace that is aligned with shareholder interests, and promote employee retention | Reward stock price appreciation over time | Provide for additional ownership stake in the company, and promote employee retention |

  37. Target Annual Program Compensation

    | | | ANNUAL BONUS | | TARGET EQUITY | TOTAL TARGET PROGRAM COMP. | | 2025 NAMED EXECUTIVES | BASE SALARY | TARGET | TARGET AMOUNT | | | | Culp | $2,000,000 | 200% | $4,000,000 | $15,250,000 | $21,250,000 | | Ghai | $955,000 | 120% | $1,146,000 | $6,000,000 | $8,101,000 | | Stokes | $1,400,000 | 100% | $1,400,000 | $5,000,000 | $7,800,000 | | Ali | $800,000 | 100% | $800,000 | $3,600,000 | $5,200,000 | | Phillips | $800,000 | 100% | $800,000 | $3,500,000 | $5,100,000 |

  38. Bonuses under the Annual Executive Incentive Plan

    Bonuses under the Annual Executive Incentive Plan We provide annual cash incentive opportunities to our named executives under the GE Aerospace Annual Executive Incentive Plan (AEIP). The financial performance metrics and targets for awards under the AEIP are designed to drive company and business performance, based on our operational and financial priorities.

  39. How We Determined 2025 AEIP Bonuses for Our Named Executives

    How We Determined 2025 AEIP Bonuses for Our Named Executives For our named executives, individual target award percentages were set between 100–200% of base salary, based on their respective positions and alignment with peer compensation practices. Each year, the Compensation Committee evaluates and sets the AEIP performance metrics and targets for the total company and the businesses during the first quarter of the performance year. Following the conclusion of the performance year, the Compensation Committee assesses total company and business performance against the applicable performance metrics to determine the AEIP bonus funding and payouts. The CEO may also provide perspective to the Compensation Committee about business or individual performance for the year, although the CEO has no role in the Compensation Committee's determination of his own compensation. Bonuses under the AEIP are determined quantitively based on the named executive’s base salary, target award percentage, achievement of applicable total company or business financial performance targets and a safety modifier. The Compensation Committee has the ability under the AEIP to apply discretion at the business or individual levels when appropriate. For 2025, the Compensation Committee approved AEIP bonus funding that was calculated formulaically based on performance against the predetermined targets, and then allocated a portion of the overall bonus funding from the corporate/total company bonus pool to CES in recognition of the CES business’s performance against challenging targets to support the company’s strong overall results. There was no increase to the total AEIP payment amount for the company from this internal reallocation. This decreased the AEIP payments for the four named executives aligned to corporate/total company performance targets and increased the AEIP payment for the named executive aligned to CES performance targets, with the overall effect for named executives being a net decrease in total AEIP payments. See How We Performed Against Annual Bonus Targets for the 2025 AEIP on page 32 for details.

  40. How We Determined 2025 AEIP Bonuses for Our Named Executives

    | Overview of AEIP Bonus Determinations | | | | | | | | BASE SALARY | × | TARGET AWARD PERCENTAGE | × | FINANCIAL PERFORMANCE | + | SAFETY MODIFIER (+/-10% pts) |

  41. How We Selected Targets for the 2025 AEIP

    How We Selected Targets for the 2025 AEIP The Compensation Committee establishes targets and performance levels that are designed to be rigorous but realistic and informed by our annual financial performance goals and external guidance. For 2025, the target performance for each metric required meaningful growth compared to the prior year. The target, threshold and maximum performance levels for each performance measure are set with reference to annual financial performance goals for the total company and businesses that our CEO and CFO establish, and the Compensation Committee approves the performance levels for compensation purposes. Failure to achieve threshold on any one metric would result in no payout for that metric; and failure to achieve threshold on all metrics would result in no payout for the AEIP bonus. For the 2025 AEIP, named executives could receive between 0% and 200% of their target award based on financial performance, subject to an additional safety modifier of 10 percentage points.

  42. How We Performed Against Annual Bonus Targets for the 2025 AEIP

    How We Performed Against Annual Bonus Targets for the 2025 AEIP The following charts set forth the results for total company and Commercial Engines & Services (CES) performance under the AEIP for 2025. For additional information on company performance in 2025, see Building Momentum on page 3.

  43. How We Performed Against Annual Bonus Targets for the 2025 AEIP

    | TOTAL COMPANY. For Messrs. Culp, Ghai, Ali and Phillips, who had total‑company responsibilities in 2025, bonuses were based upon financial performance for the company as a whole. | | | | | | | | | | AEIP FINANCIAL PERFORMANCE METRICS | THRESHOLD (50%) | TARGET (100%) | MAXIMUM (200%) | RESULT | WEIGHT | FORMULAIC FUNDING | SAFETY MODIFIER (+/- 10% PTS) | FINAL PAYOUT(1) | | Total Company Adjusted Revenue Growth* | | | | 200% | | | | | | Total Company Operating Profit* | | | | 200% | | 198% | 0% | 188% | | Total Company Free Cash Flow* | | | | 194% | | | | |

  44. How We Performed Against Annual Bonus Targets for the 2025 AEIP

    | COMMERCIAL ENGINES & SERVICES. For Mr. Stokes, who was CEO of Commercial Engines & Services during 2025, his bonus as shown in the funding and payout columns below was based 50% on total company financial performance and 50% on CES financial performance. | | | | | | | | | | AEIP FINANCIAL PERFORMANCE METRICS | THRESHOLD (50%) | TARGET (100%) | MAXIMUM (200%) | RESULT | WEIGHT | FORMULAIC FUNDING | SAFETY MODIFIER (+/- 10% PTS) | FINAL PAYOUT(1) | | CES Revenue Growth | | | | 80% | | | | | | CES Operating Profit* | | | | 165% | | 158% | 0% | 172% | | CES Free Cash Flow* | | | | 90% | | | | |

  45. How We Performed Against Annual Bonus Targets for the 2025 AEIP

    (1)Overall funding of the AEIP for the company and CES was calculated formulaically based on performance against the predetermined targets shown in the graphics above. Final payouts reflect the Compensation Committee’s determination to allocate a portion of bonus funding from the corporate/total company bonus pool to CES in recognition of the CES business’s performance against challenging targets to support the company’s strong overall results. There was no increase to the total AEIP payout amount for the company from this internal reallocation. * Non‑GAAP Financial Measure. For information on how these metrics are calculated, see Explanation of Non‑GAAP Financial Measures and Performance Metrics on page 73. ** The company does not report free cash flow at the segment level for Commercial Engines & Services.

  46. How We Performed Against Annual Bonus Targets for the 2025 AEIP

    | 32 | GE Aerospace 2026 Proxy Statement |

  47. How We Determine Award Amounts

    How We Determine Award Amounts As part of our annual compensation program, we use a mix of long‑term incentive compensation awards: PSUs, stock options and RSUs. Each component of our long‑term incentive program supports our pay‑for‑performance objectives: PSUs incentivize achievement of long‑term financial and operating goals, stock options align management with shareholders by providing value only if the stock price rises, and RSUs serve as a retention incentive and provide additional alignment with shareholders. In determining award mix and amounts, the Compensation 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. Annual equity incentive awards for our named executives in 2025 were weighted approximately 50% as PSUs, 30% as stock options and 20% as RSUs.

  48. Performance Stock Units

    Performance Stock Units HOW OUR PERFORMANCE STOCK UNITS WORK. PSU awards are designed to focus our named executives on long‑term financial and operating goals for the company overall. Our PSU awards have formulaically determined payouts that are earned only if the company achieves specified performance levels over the relevant performance period. Early each year the Compensation Committee selects the performance metrics and targets for our PSU awards to be granted that year. The Compensation Committee chooses performance metrics that it believes align with the company’s long‑term strategic objectives and contribute to the creation of long‑term shareholder value. The Compensation Committee then monitors company performance against the performance metrics during the performance period, and following the conclusion of the performance period, the Compensation Committee certifies the final levels of achievement. The certified achievement levels determine the percentage of the target number of PSUs under the award that a named executive will earn. Certification below the threshold amount for both financial metrics will result in cancellation of the PSUs. GRANTING OF 2025 PSUs. We adopted a new PSU design in 2025, with cumulative performance measured over a three‑year performance period. This PSU design enhancement was enabled by completing the company’s multi-year strategic transformation with two spin-offs, in the midst of which setting this type of long-range performance target was not feasible. Performance for the 2025 PSUs is measured against the following cumulative three‑year financial metrics, which were fixed at the time the grant was awarded: adjusted earnings per share (50% weighting) and free cash flow (50% weighting). The PSU financial performance result is also subject to modification of +/- 20% based on three‑year relative TSR versus the S&P 500 Industrials Index, with the total payout capped at 175% of the target amount. The threshold, target and maximum performance levels for relative TSR are the 25th, 50th and 75th percentile performance versus the S&P 500 Industrial Index, respectively. The Compensation Committee considered the rigor of the multiyear financial goals and the challenge of maintaining relative outperformance on a multiyear basis, and alignment with the TSR targets that are widely used across our peer group, in determining these relative TSR performance levels.

  49. EVOLUTION OF PSU DESIGN THROUGH SPIN‑OFFs

    EVOLUTION OF PSU DESIGN THROUGH SPIN‑OFFs

  50. EVOLUTION OF PSU DESIGN THROUGH SPIN‑OFFs

    | Grant Year | | | | | | | | | | | | | | November 2021 GE Spin-off Announced | | | 2022 | | 2023 | | 2024 | | 2025 | 2026 | 2027 | 2028 | | | 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2023 | | | | | | | | | | | | | January 2023 GE Healthcare Spin-off | | | | | | | | | | | | | | | 2024 | | | | | | | | | | | | | April 2024 GE Vernova Spin-off | | | | | | | | | | | | | | | 2025 | | | | | | | | | | | | | | | | | | | | | | | | | |

  51. EVOLUTION OF PSU DESIGN THROUGH SPIN‑OFFs

    Financial Metrics: adjusted earnings per share (50% weighting) and free cash flow (50% weighting) Relative TSR (vs. S&P 500 Industrials Index): +/- 20% modifier

  52. EVOLUTION OF PSU DESIGN THROUGH SPIN‑OFFs

    | GE Aerospace 2026 Proxy Statement | 33 |

  53. EVOLUTION OF PSU DESIGN THROUGH SPIN‑OFFs

    VESTING OF 2023 PSUs. PSUs initially granted in 2023, before completion of the GE spin-offs and using a prior PSU design, vested with completion of the 2025 performance year. For the 2023 PSUs, performance against the financial metrics was measured separately for each calendar year during the three-year performance period, with each year weighted equally. Performance was measured against the following financial metrics: adjusted earnings per share (50% weighting) and free cash flow (50% weighting); with results interpolated for performance between threshold (25%), target (100%) and maximum (175%). Because of the significant period of transformation amidst executing two spin‑offs when these PSUs were granted in 2023, the grant agreements provided for targets to be set early within each year in the three‑year performance period. The PSU financial performance result was also subject to modification of +/- 20% based on three‑year relative TSR versus the S&P 500 Industrials Index, with the total payout capped at 175% of the target amount. Performance for the 2023 PSUs was certified by the committee at 175%, based on achievement of the targets shown below. Over the performance period since January 1, 2023, GE Aerospace’s stock appreciated by approximately 6x and outperformed the S&P 500 Industrials Index by more than 3.5x.

  54. EVOLUTION OF PSU DESIGN THROUGH SPIN‑OFFs

    | | METRIC | THRESHOLD (25%) | TARGET (100%) | MAXIMUM (175%) | FINANCIAL PERFORMANCE | RESULT | | Year 1 – 2023 (1/3 weighting) | EPS* – 50% | $1.20 | $1.80 | $2.20 | $2.81 | 175% | | | FCF* – 50% | $3,100 | $3,800 | $4,500 | $5,150 | | | Year 2 – 2024 (1/3 weighting) | EPS* – 50% | $3.23 | $3.69 | $4.10 | $4.60 | 175% | | | FCF* – 50% | $4,900 | $5,400 | $5,900 | $6,089 | | | Year 3 – 2025 (1/3 weighting) | EPS* – 50% | $4.68 | $5.32 | $5.99 | $6.37 | 175% | | | FCF* – 50% | $5,870 | $6,600 | $7,421 | $7,571 | | | 2023 – 2025 | rTSR +/- 20% | 35th (0.8x) | 55th (1.0x) | 80th (1.2x) | ** | N/A** |

  55. EVOLUTION OF PSU DESIGN THROUGH SPIN‑OFFs

    * Non‑GAAP Financial Measure. For information on how these metrics are calculated, see Explanation of Non‑GAAP Financial Measures and Performance Metrics on page 73. ** Total payout for the 2023 PSUs was capped at 175%. Because financial performance was certified at maximum for all three years, no further increase from the positive rTSR modifier was applied. The rTSR modifier would have been 1.2x (maximum) based on (i) 97th percentile rTSR performance from January 2023 through the launch of GE Aerospace in April 2024, and (ii) 94th percentile rTSR performance from April 2024 through the completion of the performance period. HOW WE SELECTED TARGETS AND METRICS FOR OUR OUTSTANDING PSUs. The Compensation Committee chose total company adjusted earnings per share and free cash flow as metrics for all years of our currently outstanding PSUs to incentivize and focus management on both profitability and cash generation, which are important financial priorities for GE Aerospace, and these are the same financial measures that management uses to report the company's financial results each quarter and when providing an annual financial outlook for the year (see Explanation of Non‑GAAP Financial Measures and Performance Metrics on page 73). These financial metrics help align all leaders who receive the PSUs to a uniform set of performance targets at the total company level, in contrast to the metrics used in our AEIP that include elements of business‑level performance for employees aligned to individual businesses. Beginning with the new design for the 2025 PSUs, the incentive provided by these financial metrics in the PSUs is differentiated further from the AEIP because the PSUs measure performance on a cumulative basis over a three‑year period. The three‑year TSR modifier also measures relative performance over a multiyear period using a metric that is important to investors. The Compensation Committee establishes targets and performance levels that are designed to be rigorous but realistic and informed by our internal financial performance goals and external guidance. The target, threshold and maximum performance levels for each financial performance measure are set with reference to total company performance goals that our CEO and CFO establish, and this includes accounting for updates to financial goals based on performance over time. For example, the 2025 PSU targets require higher performance levels than the 2024 PSU targets, reflecting the company’s strong financial performance in 2024 and updated internal financial performance goals and external guidance at the time of the 2025 annual grants. The company does not disclose the specific adjusted EPS and free cash flow targets for outstanding PSUs due to the proprietary nature and competitive sensitivity of that information, and in alignment with the practice of nearly all companies in our peer group.

  56. Stock Options and Restricted Stock Units

    Stock Options and Restricted Stock Units WE USE STOCK OPTIONS AND RSUs TO FOCUS ON LONG‑TERM VALUE CREATION. We believe that awards of stock options and RSUs effectively focus our named executives on delivering long‑term value to our shareholders. We consider stock options to be performance‑based because the stock options have value only to the extent that the price of GE Aerospace stock appreciates after the award has been granted. This directly aligns payout with outcomes for our shareholders. Additionally, stock options vest over a multi‑year period, and the executives must remain employed by the company on the date of the award's restriction lapse. This helps reinforce the long‑term retention of our executives and incentivizes executives to pursue growth that would result in stock price appreciation over the long‑term. RSU awards reward and retain the named executives by offering them the opportunity to receive GE Aerospace stock if they remain employed by the company on the date that an award’s restrictions lapse, and provide additional alignment with shareholders. 2025 STOCK OPTIONS AND RSUs. The annual awards of stock options and RSUs granted in 2025 will vest in two equal installments on the second and third anniversary of the grant date.

  57. Our Policy on Dividend Equivalents

    Our Policy on Dividend Equivalents Our awards of PSUs and RSUs are entitled to receive dividend equivalents or dividends, as applicable, and these are only paid out on the shares actually received under the terms of such awards. Stock options are not entitled to receive any dividend equivalents or dividends.

  58. Annual Program Compensation for 2025

    | | 2025 ANNUAL PROGRAM COMP. | | | | | OTHER 2025 COMPENSATION | | | | NAME | SALARY | ANNUAL BONUS | ANNUAL STOCK AWARDS | ANNUAL STOCK OPTIONS | 2025 ANNUAL PROGRAM COMP. TOTAL | 2025 PORTION OF 2023 PSUs | OTHER SEC COMP. | SEC TOTAL | | Culp | $2,000,000 | $7,520,000 | $10,628,469 | $4,575,005 | $24,723,474 | $16,936,456 | $3,956,230 | $45,616,160 | | Ghai | $955,000 | $2,154,000 | $4,181,615 | $1,800,027 | $9,090,642 | $2,037,423 | $142,678 | $11,270,743 | | Stokes | $1,400,000 | $2,408,000 | $3,484,712 | $1,500,036 | $8,792,748 | $2,823,038 | $1,707,456 | $13,323,242 | | Ali | $790,890 | $1,504,000 | $2,509,184 | $1,079,984 | $5,884,058 | $679,299 | $722,235 | $7,285,592 | | Phillips | $800,000 | $1,504,000 | $2,439,369 | $1,050,009 | $5,793,378 | $0 | $115,640 | $5,909,018 |

  59. Annual Program Compensation for 2025

    This disclosure should not be interpreted as the Summary Compensation Table. It is intended to provide additional context and insights beyond the required compensation figures. Refer to the Summary Compensation Table on page 39 for additional information. 2025 ANNUAL PROGRAM COMPENSATION. For details related to Salary, Annual Bonus (Non‑Equity Incentive Plan Compensation), Annual Stock Awards (Stock Awards) and Annual Stock Options (Stock Options), see the Summary Compensation Table on page 39. OTHER 2025 COMPENSATION. The following elements of compensation were not part of annual program compensation in 2025, but they have values that are recognized in 2025 for SEC reporting purposes. •2025 PORTION OF 2023 PSUs. The 2023 PSUs were three‑year awards made as part of annual program compensation for 2023, with performance against the financial metrics measured separately for each calendar year during the three‑year performance period, with each year weighted equally. Targets for the 2023 PSUs were set early within each of those performance years. While the full number of shares underlying the 2023 PSUs was determined when the Compensation Committee approved the annual grant in 2023, for accounting purposes the grant date for each calendar year portion did not occur until targets were set and therefore the value of the 2023 PSUs is reflected across three proxy reporting years at target: the 2023 portion was reflected in the company’s proxy statement filed in 2024, the 2024 portion was reflected in last year’s proxy statement, and the 2025 portion is reflected in this year’s proxy statement. See the Summary Compensation Table on page 39 for additional information on the 2025 portion of the 2023 PSUs. •OTHER SEC COMPENSATION. This consists of the Change in Pension Value & Deferred Comp. and All Other Comp. values as shown in the Summary Compensation Table on page 39.

  60. Peer Group and Benchmarking

    Peer Group and Benchmarking HOW WE USE THE PEER GROUP. The Compensation Committee uses the peer group when reviewing annual program compensation for each named executive. The peer group is used 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 competitiveness of the executives' pay, although compensation decisions are also supplemented by input from the company's compensation consultant and are impacted by principles of internal equity, succession planning and other internal GE Aerospace dynamics. DETERMINING OUR PEER GROUP. In reviewing and determining the compensation benchmarking peer group each year, the Compensation Committee considers the following factors: •Industry – companies operating in similar or comparable industry spaces and with comparable operational scope •Size – companies that are comparable to GE Aerospace 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 Aerospace

  61. Peer Group and Benchmarking

    | 2025 PEER COMPANIES | | | 3M American Airlines Boeing Caterpillar Delta Airlines Emerson Electric FedEx General Dynamics Honeywell | L3Harris Lockheed Martin Northrop Grumman Parker‑Hannifin RTX Textron TransDigm United Airlines | | There were no changes to our peer group for 2025. | |

  62. Peer Group and Benchmarking

    | GE Aerospace 2026 Proxy Statement | 35 |

  63. 2025 Compensation Actions for Our Named Executives

    2025 Compensation Actions for Our Named Executives

  64. 2025 Compensation Actions for Our Named Executives

    | | H. Lawrence Culp, Jr. Age: 62 | Education: Washington College; MBA, Harvard Business School Tenure: 7 Years | | CURRENT AND PRIOR ROLES Chairman (since April 2024) and CEO (since June 2022), GE Aerospace and former Chairman and CEO, GE (2018‑2024); former senior lecturer, Harvard Business School (2015‑2018); former Senior Advisor, Bain Capital Private Equity (2017‑2018); former CEO & President, Danaher (2001‑2014) 2025 Performance Highlights As Chairman and Chief Executive Officer, 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 2025 included: •Delivered outstanding 2025 financial performance in GE Aerospace’s first full year as a standalone company, including adjusted revenue* growth of 21%, $1.8 billion of operating profit growth* (+25%), and $1.5 billion of free cash flow* growth (+24%). •Drove pervasive operational improvements through FLIGHT DECK, enabling a 26% increase in CES services revenue, a 25% increase in commercial engine deliveries, and a 30% increase in defense deliveries. •Advanced priorities for today, tomorrow, and the future by investing $1 billion in 2025 to strengthen U.S. manufacturing, while also progressing propulsion technologies of the future through ~$3 billion in R&D**. | | |

  65. 2025 Compensation Actions for Our Named Executives

    * Non‑GAAP Financial Measure. For information on how these metrics are calculated, see Explanation of Non‑GAAP Financial Measures and Performance Metrics on page 73. ** Includes GE Aerospace and customer and partner funded R&D.

  66. 2025 Compensation Actions for Our Named Executives

    | 36 | GE Aerospace 2026 Proxy Statement |

  67. 2025 Compensation Actions for Our Named Executives

    | | Rahul Ghai Age: 54 Education: Delhi University; MBA, Purdue University Tenure: 4 Years | | Russell Stokes Age: 54 Education: Cleveland State University Tenure: 29 Years | | CURRENT AND PRIOR ROLES SVP, Chief Financial Officer (since August 2022); former Chief Financial Officer, Otis Elevators (2019‑2021); former Chief Financial Officer, Harris Corporation (2015‑2019) 2025 Performance Highlights As CFO, Mr. Ghai leads the company’s global Finance organization and financial activities, including accounting and controllership, financial planning and analysis, tax, investor relations, internal audit and treasury. Performance highlights during 2025 included: •Delivered substantial growth across key financial metrics in 2025, growing adjusted revenue* 21%, operating profit* by 25%, adjusted EPS* by 38%, and free cash flow* by 24%. •Executed against the company’s capital allocation framework, returning close to $9 billion to shareholders in 2025 and investing ~$3 billion in R&D** for the year. •Significantly streamlined operations within the global Finance organization by leveraging FLIGHT DECK to eliminate 45,000 hours of non-value add work and reduced the close and reporting cycle by four days. | | CURRENT AND PRIOR ROLES SVP, former Chief Executive Officer, Commercial Engines & Services (2022-2026) and Strategic Advisor (since February 2026); former President and Chief Executive Officer, GE Aviation Services (2020‑2022); Former President and Chief Executive Officer at other former GE businesses (2013‑2020) 2025 Performance Highlights As former CEO of Commercial Engines & Services (CES), Mr. Stokes led an organization that manufactures jet engines for commercial aircraft and provides maintenance, component repair and overhaul services, including sales of replacement parts. Performance highlights during 2025 included: •Delivered strong full-year results for CES with orders up 35%, revenue up 24%, and operating profit up 26%. •Grew CES backlog to ~$170 billion, up nearly $16 billion from the prior year with more than 4,800 orders (units) received in 2025. •Improved engine output to deliver for customers, as CES services revenue increased 26% and commercial engine deliveries increased 25% year-over-year. | |

  68. 2025 Compensation Actions for Our Named Executives

    * Non‑GAAP Financial Measure. For information on how these metrics are calculated, see Explanation of Non‑GAAP Financial Measures and Performance Metrics on page 73. ** Includes GE Aerospace and customer and partner funded R&D.

  69. 2025 Compensation Actions for Our Named Executives

    | GE Aerospace 2026 Proxy Statement | 37 |

  70. 2025 Compensation Actions for Our Named Executives

    | | Mohamed Ali Age: 57 Education: Cairo University; MA and Ph.D., Cornell Tenure: 29 Years | | John Phillips, III Age: 48 Education: Duke; J.D., Chicago Tenure: 2 Years | | CURRENT AND PRIOR ROLES SVP, Chief Executive Officer, Commercial Engines & Services (since February 2026); former SVP, Chief Technology & Operations Officer (2025-2026); former SVP, Engineering (2024‑2025); former VP, Engineering (2021-2024); former VP, Services Engineering (2019-2021); former Engineering Executive (2010-2019); former engineer at other GE businesses (1997-2010) 2025 Performance Highlights As Chief Technology & Operations Officer during 2025, Mr. Ali oversaw product safety, quality, global manufacturing, supply chain and commercial engineering for GE Aerospace. Performance highlights during 2025 included: •Led the formation of the Technology & Operations team to drive alignment and successfully enable problem solving across the value chain. •Improved partnership with priority suppliers to alleviate supply chain constraints using FLIGHT DECK, which enabled an increase in material input from priority suppliers by more than 40% year-over-year. •Led customer-driven milestones including deploying ~1,450 LEAP-1A durability kits and initiating dust ingestion tests for the CFM RISE program – the first time this durability test has been conducted in the development phase. 2026 Compensation In connection with Mr. Ali’s appointment as Chief Executive Officer, Commercial Engines & Services effective February 1, 2026, Mr. Ali received the following changes to his compensation: •Annual base salary increased to $950,000 •Target annual bonus increased to 120% of salary •Target annual equity awards increased to $5,000,000 | | CURRENT AND PRIOR ROLES SVP, General Counsel & Secretary (since October 2023); former Deputy Counsel to the President and Legal Advisor to the National Security Council (2022‑2023); former Vice President, Corporate Secretary, and Assistant General Counsel, Boeing (2021‑2022); former Vice President and Assistant General Counsel, Boeing Defense, Space & Security (2016‑2020) 2025 Performance Highlights As General Counsel, Mr. Phillips leads the company’s global legal, compliance, corporate secretary and security organizations. Performance highlights during 2025 included: •Led management of the company’s most significant legal matters, including resolution of major commercial disputes, counseling on critical customer transactions, and oversight of the legacy portfolio. •Advanced the company’s compliance and enterprise risk management programs by strengthening the risk management framework and enhancing risk governance. •Advised on key regulatory developments and managed critical geopolitical issues impacting the company. | |

  71. 2025 Compensation Actions for Our Named Executives

    | 38 | GE Aerospace 2026 Proxy Statement |

  72. Summary Compensation Table

    Summary Compensation Table

  73. Summary Compensation Table

    | NAME & PRINCIPAL POSITION | YEAR | SALARY | STOCK AWARDS | STOCK OPTIONS | NON‑EQUITY INCENTIVE PLAN COMP. | CHANGE IN PENSION VALUE & DEFERRED COMP. | ALL OTHER COMP. | SEC TOTAL | | H. Lawrence Culp, Jr Chairman & CEO | 2025 | $2,000,000 | $27,564,925 | $4,575,005 | $7,520,000 | $3,213,268 | $742,962 | $45,616,160 | | | 2024 | $2,250,000 | $78,281,883 | $0 | $6,781,250 | $1,325,765 | $315,688 | $88,954,586 | | | 2023 | $2,500,000 | $4,999,987 | $0 | $5,625,000 | $1,002,278 | $571,020 | $14,698,285 | | Rahul Ghai SVP, CFO | 2025 | $955,000 | $6,219,038 | $1,800,027 | $2,154,000 | $0 | $142,678 | $11,270,743 | | | 2024 | $916,042 | $5,265,201 | $1,427,982 | $1,887,000 | $0 | $111,934 | $9,608,159 | | | 2023 | $900,000 | $2,529,166 | $0 | $1,374,332 | $0 | $102,994 | $4,906,492 | | Russell Stokes SVP, Former CEO, Commercial Engines & Services | 2025 | $1,400,000 | $6,307,750 | $1,500,036 | $2,408,000 | $1,545,493 | $161,963 | $13,323,242 | | | 2024 | $1,400,000 | $5,971,540 | $2,347,391 | $2,226,000 | $3,788 | $138,645 | $12,087,364 | | | 2023 | $1,400,000 | $1,745,057 | $1,499,995 | $2,086,000 | $1,414,057 | $115,832 | $8,260,941 | | Mohamed Ali* SVP, CEO, Commercial Engines & Services | 2025 | $790,890 | $3,188,483 | $1,079,984 | $1,504,000 | $661,283 | $60,952 | $7,285,592 | | John Phillips, III* SVP, General Counsel & Secretary | 2025 | $800,000 | $2,439,369 | $1,050,009 | $1,504,000 | $0 | $115,640 | $5,909,018 | | | 2024 | $800,000 | $2,433,881 | $1,066,821 | $1,400,000 | $0 | $69,604 | $5,770,306 |

  74. Summary Compensation Table

    * Under applicable SEC rules, we have excluded compensation for Mr. Ali for 2023 and 2024 and compensation for Mr. Phillips for 2023 as they were not named executives during those years. SALARY. Base salaries for our named executives. Each of the named executives contributed a portion of his salary to the GE Aerospace Retirement Savings Plan (RSP), the company’s 401(k) savings plan. STOCK AWARDS. The amounts reported as “Stock Awards” in the Summary Compensation Table reflect the company’s accounting value related to such awards in 2025, as described below, and do not in all cases reflect new grants or the actual value that the named executive will realize. The more detailed stock awards table below shows the components of the total amounts in the Summary Compensation Table.

  75. Summary Compensation Table

    | NAME | REGULAR 2025 ANNUAL STOCK AWARDS | 2025 PORTION OF 2023 PSUs | | Culp | $10,628,469 | $16,936,456 | | Ghai | $4,181,615 | $2,037,423 | | Stokes | $3,484,712 | $2,823,038 | | Ali | $2,509,184 | $679,299 | | Phillips | $2,439,369 | $0 |

  76. Summary Compensation Table

    Regular 2025 Annual Stock Awards. Reflects the grant date fair value of RSUs granted in 2025, and the grant date fair value of PSUs granted in 2025, based on target level performance. At maximum performance, the grant date fair value of the 2025 PSUs would have been as follows: Culp ($11,741,465), Ghai ($4,619,519), Stokes ($3,849,632), Ali ($2,771,829) and Phillips ($2,694,801). 2025 Portion of 2023 PSUs. The 2023 PSUs were three‑year awards made as part of annual program compensation for 2023, with performance against the financial metrics measured separately for each calendar year during the three‑year performance period, with each year weighted equally. Targets for the 2023 PSUs were set early within each of those performance years. While the full number of shares underlying the 2023 PSUs was determined when the Compensation Committee approved the annual grant in 2023, for accounting purposes the grant date for the 2025 portion of the 2023 PSUs did not occur until 2025 when targets for the 2025 portion were set. As a result, the amount in the above table reflects the accounting value of the 2025 portion of the 2023 PSUs at target level as of March 2025. At maximum performance, the value of the 2025 portion of the 2023 PSUs would have been as follows: Culp ($24,702,568), Ghai ($2,971,594), Stokes ($4,117,525) and Ali ($990,860). STOCK OPTIONS. Reflects the grant date fair value of stock options granted in 2025. These amounts reflect the company’s accounting value for such awards in 2025, and do not in all cases correspond to the actual value that the named executives will realize. See the 2025 Grants of Plan‑Based Awards Table on page 41 for additional information. NON‑EQUITY INCENTIVE PLAN COMP. The amounts reported under “Non‑Equity Incentive Plan Compensation” in the Summary Compensation Table reflects amounts earned under the AEIP. See the 2025 Grants of Plan‑Based Awards Table on page 41 and Bonuses under the Annual Executive Incentive Plan on page 31 for additional information. 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.

  77. Summary Compensation Table

    | NAME | CHANGE IN PENSION VALUE | ABOVE MARKET EARNINGS | | Culp | $3,213,268 | $0 | | Stokes | $1,541,384 | $4,109 | | Ali | $661,283 | $0 |

  78. Summary Compensation Table

    Year‑over‑year changes in pension value generally are driven by changes in actuarial pension assumptions as well as increases in age, and any additional service and compensation (as applicable by plan). See Pension Benefits on page 45 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 offered between 1991 and 2011. See Deferred Compensation on page 44 for additional information.

  79. Summary Compensation Table

    | GE Aerospace 2026 Proxy Statement | 39 |

  80. Summary Compensation Table

    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 2025, minus any reimbursements by the named executives, are shown in the table below.

  81. Summary Compensation Table

    | NAME | LIFE INSURANCE PREMIUMS | | | COMPANY CONTRIBUTIONS TO SAVINGS PLANS | COMPANY CREDITS TO RESTORATION PLAN | | | SECURITY SERVICES | | | OTHER | TOTAL | | Culp | | N/A | | $24,500 | | N/A | | | | 715,122 | $3,340 | $742,962 | | Ghai | | N/A | | $24,500 | | | 108,181 | | | 9,380 | $617 | $142,678 | | Stokes | | | 124,539 | $22,750 | | N/A | | | | 9,380 | $5,294 | $161,963 | | Ali | | | 33,552 | $24,500 | | N/A | | | N/A | | $2,900 | $60,952 | | Phillips | | N/A | | $24,500 | | | 80,321 | | | 9,380 | $1,439 | $115,640 |

  82. Summary Compensation Table

    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 two times their annual pay (salary plus most recent bonus). Mr. Stokes is eligible for benefits under both these policies, and Mr. Ali is eligible for benefits under Leadership Life. Company Contributions to Savings Plans. Represents the company'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. Company Credits to Restoration Plan. Represents the company’s accrued credits to the named executives’ Restoration Plan accounts equaling 7% of their annual earnings, which include base salary and up to one‑half of eligible bonus payments, that exceed the IRS‑prescribed limit. Security Services. Reflects incremental cost of providing personal security services as needed to address security concerns for our CEO, as well as providing security assessments for certain of our named executives. We believe these security services, which also reflect input from third-party security assessments, are necessary and appropriate given the nature of our business, and ensuring our executives’ safety is to the company's benefit. Other. In addition, the amounts in this column reflect 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. These other benefits included items such as: (1) car service fees; (2) annual physical examinations; (3) financial and tax planning services; (4) tax preparation services and tax reimbursement resulting from interstate business travel and/or Restoration Plan benefits; (5) professional or academic-related fees and (6) incremental costs associated with personal use, including by guests accompanying the executive, of company‑provided aircraft. Our named executives are permitted to use company-provided aircraft for personal use, but, to the extent the named executives engaged in such use during 2025, all such use was reimbursed to the company at rates sufficient to cover the variable costs associated with those flights.

  83. Summary Compensation Table

    | 40 | GE Aerospace 2026 Proxy Statement |

  84. 2025 Outstanding Equity Awards at Fiscal Year‑End Table

    2025 Outstanding Equity Awards at Fiscal Year‑End Table The following table shows the named executives’ stock awards and option grants as of year‑end. It includes unexercised options (vested and unvested), and RSUs and PSUs for which vesting conditions were not yet satisfied as of December 31, 2025. The vesting of PSUs is also subject to performance through the applicable performance periods, with vesting as shown on the schedule below.

  85. 2025 Outstanding Equity Awards at Fiscal Year‑End Table

    | NAME OF EXECUTIVE | GRANT DATE | AWARD TYPE | NUMBER OUTSTANDING | PORTION EXERCISABLE | EXERCISE PRICE | EXPIRATION DATE | MARKET VALUE(1) | | Culp | 3/1/2023 | PSUs | 133,882(2) | | | | $41,239,672 | | | 5/1/2024 | PSUs | 168,184(2) | | | | $51,805,718 | | | 6/17/2024 | PSUs | 133,882(3) | | | | $41,239,672 | | | 7/1/2024 | PSUs | 465,434(4) | | | | $143,367,635 | | | 3/3/2025 | Options | 57,540(5) | 0 | $201.96 | 3/3/2035 | $6,103,268 | | | 3/3/2025 | RSUs | 14,872(5) | | | | $4,581,022 | | | 3/3/2025 | PSUs | 3,415(6) | | | | $1,051,922 | | | 3/14/2025 | PSUs | 133,882(7) | | | | $41,239,672 | | Ghai | 3/1/2023 | RSUs | 14,386(8) | | | | $4,431,320 | | | 3/1/2023 | PSUs | 15,085(2) | | | | $4,646,633 | | | 5/1/2024 | Options | 23,603(8) | 0 | $159.70 | 5/1/2034 | $3,501,033 | | | 5/1/2024 | RSUs | 6,134(8) | | | | $1,889,456 | | | 5/1/2024 | PSUs | 26,686(2) | | | | $8,220,089 | | | 6/17/2024 | PSUs | 15,085(3) | | | | $4,646,633 | | | 3/3/2025 | Options | 22,639(5) | 0 | $201.96 | 3/3/2035 | $2,401,319 | | | 3/3/2025 | RSUs | 5,851(5) | | | | $1,802,284 | | | 3/3/2025 | PSUs | 1,343(6) | | | | $413,684 | | | 3/14/2025 | PSUs | 15,085(7) | | | | $4,646,633 | | Stokes | 9/9/2016 | Options | 30,363(9) | 30,363 | $148.80 | 9/9/2026 | $4,834,700 | | | 9/6/2017 | Options | 40,483(9) | 40,483 | $123.16 | 9/6/2027 | $7,484,092 | | | 1/29/2018 | Options | 101,208(10) | 101,208 | $80.45 | 1/29/2028 | $23,032,917 | | | 3/19/2019 | Options | 57,545(10) | 57,545 | $52.38 | 3/19/2029 | $14,711,379 | | | 3/2/2020 | Options | 55,664(10) | 55,664 | $57.62 | 3/2/2030 | $13,938,822 | | | 3/1/2021 | Options | 39,512(10) | 39,512 | $67.39 | 3/1/2031 | $9,508,168 | | | 3/1/2022 | Options | 53,269(10) | 53,269 | $59.33 | 3/1/2032 | $13,248,000 | | | 3/1/2023 | Options | 56,771(8) | 28,385 | $66.19 | 3/1/2033 | $13,729,499 | | | 3/1/2023 | RSUs | 7,673(8) | | | | $2,363,514 | | | 3/1/2023 | PSUs | 22,313(2) | | | | $6,873,073 | | | 5/1/2024 | Options | 24,793(8) | 0 | $159.70 | 5/1/2034 | $3,677,546 | | | 5/1/2024 | RSUs | 6,443(8) | | | | $1,984,637 | | | 5/1/2024 | PSUs | 28,030(2) | | | | $8,634,081 | | | 6/17/2024 | PSUs | 22,316(3) | | | | $6,873,997 | | | 3/3/2025 | Options | 18,866(5) | 0 | $201.96 | 3/3/2035 | $2,001,117 | | | 3/3/2025 | RSUs | 4,876(5) | | | | $1,501,954 | | | 3/3/2025 | PSUs | 1,120(6) | | | | $344,994 | | | 3/14/2025 | PSUs | 22,316(7) | | | | $6,873,997 | | Ali | 11/17/2017 | Options | 3,035(9) | 3,035 | $90.01 | 11/17/2027 | $661,691 | | | 3/19/2018 | Options | 5,061(10) | 5,061 | $69.55 | 3/19/2028 | $1,206,947 | | | 3/19/2019 | Options | 5,753(10) | 5,753 | $52.38 | 3/19/2029 | $1,470,754 | | | 3/2/2020 | Options | 6,360(10) | 6,360 | $57.62 | 3/2/2030 | $1,592,608 | | | 3/1/2023 | RSUs | 4,796(8) | | | | $1,477,312 | | | 3/1/2023 | PSUs | 5,030(2) | | | | $1,549,391 | | | 5/1/2024 | Options | 9,144(8) | 0 | $159.70 | 5/1/2034 | $1,356,330 | | | 5/1/2024 | RSUs | 2,577(8) | | | | $793,793 | | | 5/1/2024 | PSUs | 11,212(2) | | | | $3,453,632 | | | 6/17/2024 | PSUs | 5,030(3) | | | | $1,549,391 | | | 3/3/2025 | Options | 13,583(5) | 0 | $201.96 | 3/3/2035 | $1,440,749 | | | 3/3/2025 | RSUs | 3,511(5) | | | | $1,081,493 | | | 3/3/2025 | PSUs | 806(6) | | | | $248,272 | | | 3/14/2025 | PSUs | 5,030(7) | | | | $1,549,391 | | Phillips | 12/1/2023 | Options | 12,599(8) | 6,299 | $96.36 | 12/1/2033 | $2,666,830 | | | 12/1/2023 | RSUs | 2,722(8) | | | | $838,458 | | | 5/1/2024 | Options | 17,355(8) | 0 | $159.70 | 5/1/2034 | $2,574,267 | | | 5/1/2024 | RSUs | 4,510(8) | | | | $1,389,215 | | | 5/1/2024 | PSUs | 19,621(2) | | | | $6,043,857 | | | 3/3/2025 | Options | 13,206(5) | 0 | $201.96 | 3/3/2035 | $1,400,760 |

  86. 2025 Outstanding Equity Awards at Fiscal Year‑End Table

    | 42 | GE Aerospace 2026 Proxy Statement |

  87. 2025 Outstanding Equity Awards at Fiscal Year‑End Table

    | 3/3/2025 | RSUs | 3,413(5) | $1,051,306 | | 3/3/2025 | PSUs | 784(6) | $241,496 |

  88. 2025 Outstanding Equity Awards at Fiscal Year‑End Table

    (1)The market value of GE Aerospace awards of RSUs and PSUs is calculated by multiplying the closing price of GE Aerospace stock as of December 31, 2025 ($308.03) by the number of shares underlying each award. The 2023 PSUs are shown at actual performance. For the 2024 PSUs and CEO Incentive Grant, this value assumes satisfaction of the maximum‑level payout and for the 2025 PSUs, this value assume satisfaction of threshold-level payout based on year‑end performance. 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 Aerospace stock as of December 31, 2025. (2)Scheduled to vest 100% on the third anniversary of the grant date. For Mr. Culp, who became retirement eligible in October 2023, the service condition was satisfied prior to December 31, 2025 in accordance with the standard retirement eligibility provisions of the applicable grant agreements. (3)Represents the 2024 portion of the 2023 PSUs. Scheduled to vest 100% on the third anniversary of the original grant date, March 1, 2023. For Mr. Culp, who became retirement eligible in October 2023, the service condition was satisfied prior to December 31, 2025 in accordance with the standard retirement eligibility provisions of the applicable grant agreements. (4)Scheduled to vest 100% by 2028, or such earlier date, in accordance with the terms of the grant agreement. See Employment Agreement with Mr. Culp on page 47 for additional details regarding events that determine the timing of vesting for the CEO Incentive Grant. (5)Scheduled to vest 50% on each of the second and third anniversary of the grant date. For Mr. Culp, who became retirement eligible in October 2023, the award will vest in accordance with the standard retirement eligibility provisions of the applicable grant agreements. (6)Scheduled to vest 100% on the third anniversary of the grant date. For Mr. Culp, who became retirement eligible in October 2023, the service condition will be satisfied in accordance with the standard retirement eligibility provisions of the applicable grant agreements. (7)Represents the 2025 portion of the 2023 PSUs. Scheduled to vest 100% on the third anniversary of the original grant date, March 1, 2023. For Mr. Culp, who became retirement eligible in October 2023, the service condition was satisfied prior to December 31, 2025 in accordance with the standard retirement eligibility provisions of the applicable grant agreements. (8)Scheduled to vest 50% on each of the second and third anniversary of the grant date. For Mr. Stokes, options and RSUs granted in May 2024 will vest upon his departure from the company in July 2026. See Mr. Stokes’s Retirement on page 48. (9)Vested 100% as of the fifth anniversary of the grant date. (10)Vested 100% as of the third anniversary of the grant date.

  89. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table shows the number of GE Aerospace shares the named executives acquired and the values they realized upon the exercise of options and vesting of stock awards during 2025. During the year, Messrs. Stokes and Ali exercised stock options and Messrs. Ghai, Stokes, Ali and Phillips had RSUs that vested. Values are shown before payment of any applicable withholding taxes or brokerage commissions. Named executives cannot sell net shares received as the result of the vesting of RSUs or PSUs or exercise of stock options until they have satisfied their stock ownership requirement. See Stock Ownership and Equity Grant Policies on page 51. Certain PSUs, RSUs and options granted are also subject to a one‑year holding requirement following settlement.

  90. Option Exercises and Stock Vested Table

    | NAME | OPTION AWARDS* | | STOCK AWARDS* | | | | NUMBER OF SHARES ACQUIRED ON EXERCISE | VALUE REALIZED ON EXERCISE | NUMBER OF SHARES ACQUIRED ON VESTING | VALUE REALIZED ON VESTING | | Culp | 0 | $0 | 0 | $0 | | Ghai | 0 | $0 | 66,873 | $17,422,105 | | Stokes | 11,841 | $922,193 | 13,775 | $2,851,150 | | Ali | 3,540 | $342,288 | 9,815 | $2,031,509 | | Phillips | 0 | $0 | 2,722 | $785,161 |

  91. Option Exercises and Stock Vested Table

    * Subject to stock ownership requirement for named executives; dollar amount represents pre‑tax value realized.

  92. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table The table below shows amounts credited to the named executives’ accounts under nonqualified deferred compensation plans and plan balances as of December 31, 2025. No withdrawals or distributions from these plans were made in 2025.

  93. Nonqualified Deferred Compensation Table

    | NAME | EXECUTIVE CONTRIBUTIONS IN 2025 | COMPANY CREDITS IN 2025 | | | AGGREGATE EARNINGS IN LAST FISCAL YEAR | | | | | | | | | AGGREGATE BALANCE AT LAST FISCAL YEAR‑END | | | | | | | | | | | | | | | DEFERRED BONUS PROGRAM | | | DEFERRED SALARY PROGRAM | | | RESTORATION PLAN | | | DEFERRED BONUS PROGRAM | | | DEFERRED SALARY PROGRAM | | | RESTORATION PLAN | | | | Culp | $0 | | N/A | | | | 478,404 | | N/A | | | N/A | | | | 3,159,842 | | N/A | | | N/A | | | Ghai | $0 | | | 108,181 | | N/A | | | N/A | | | | 28,833 | | N/A | | | N/A | | | | 313,951 | | Stokes | $0 | | N/A | | | | 184 | | | 10,487 | | N/A | | | | 4,227 | | | 133,859 | | N/A | | | Ali | $0 | | N/A | | | | 181,799 | | N/A | | | N/A | | | | 1,200,777 | | N/A | | | N/A | | | Phillips | $0 | | | 80,321 | | N/A | | | N/A | | | | 6,451 | | N/A | | | N/A | | | | 127,126 |

  94. Nonqualified Deferred Compensation Table

    EXECUTIVE CONTRIBUTIONS IN 2025. Amounts represent compensation deferred during 2025. COMPANY CREDITS IN 2025. Amounts represent accrued company credits in the Restoration Plan in 2025. AGGREGATE EARNINGS IN 2025. Reflects earnings on each type of deferred compensation listed in this section that were credited to the named executives’ deferred compensation account during 2025. The earnings may be positive or negative, depending on the named executive’s investment choice, and are calculated based on the account balance attributable to each earnings option as of December 31, 2025; minus that amount as of December 31, 2024; minus any contributions during the year. See Summary Compensation Table beginning on page 39 for the above‑market portion of these earnings in 2025. AGGREGATE BALANCE AT DECEMBER 31, 2025. The fiscal year‑end balance reported in the table above includes the following amounts that were previously reporting in the Summary Compensation Table: $1.4 million for deferred bonus for Mr. Culp, $164,653 for the GE Aerospace Restoration Plan for Mr. Ghai, $18,070 for deferred salary for Mr. Stokes and $40,354 for the GE Aerospace Restoration Plan for Mr. Phillips. No amounts for Mr. Ali were previously reported in the Summary Compensation Table.

  95. Pension Benefits

    Pension Benefits The company provides retirement benefits to certain named executives based in the United States under the same GE Aerospace Pension Plan (the Pension Plan) and GE Aerospace Supplementary Pension Plan (the Supplementary Pension Plan) in which other eligible U.S. employees participate. The Pension Plan is a funded, tax‑qualified plan. The Supplementary Pension Plan is an unfunded, unsecured obligation of the company and is not qualified for tax purposes.

  96. Pension Benefits Table

    Pension Benefits Table The table below shows the present value of the accumulated benefit as of December 31, 2025, for the named executives under each plan, as calculated based upon the assumptions described below. Although SEC rules require us to show this present value, the named executives are not entitled to receive these amounts in a lump sum.

  97. Pension Benefits Table

    | | | PRESENT VALUE OF ACCUMULATED BENEFIT | | | | | | | | | | | | | NAME | NUMBER OF YEARS CREDITED SERVICE | PENSION PLAN | | | SUPPLEMENTARY PENSION | | | EXECUTIVE RETIREMENT BENEFIT | | | PAYMENT DURING LAST FISCAL YEAR | | | | Culp | 7 | | N/A | | | N/A | | | | 8,155,766 | | | 0 | | Ghai | N/A | | N/A | | | N/A | | | N/A | | | N/A | | | Stokes* | 24 | | | 1,007,175 | | | 9,838,876 | | | 1,491,698 | | | 0 | | Ali* | 24 | | | 1,086,609 | | | 2,158,559 | | | 831,944 | | | 0 | | Phillips | N/A | | N/A | | | N/A | | | N/A | | | N/A | |

  98. Pension Benefits Table

    * Messrs. Stokes's and Ali’s credited service is limited to 24 years under the Pension Plan and the Supplementary Pension benefit, as no further accruals of those benefits are permitted effective January 1, 2021. For purposes of the Executive Retirement Benefit, Messrs. Stokes's and Ali’s credited service is limited to their service on or after January 1, 2021 (five years as of December 31, 2025). NUMBER OF YEARS OF CREDITED SERVICE. No further accruals of benefits under the Pension Plan and the Supplementary Pension benefit are permitted for service after 2020. For purposes of the Executive Retirement Benefit, Messrs. Stokes’s and Ali's credited service is limited to service after 2020 (when the Supplementary Pension benefit accrual ceased). PRESENT VALUE OF ACCUMULATED BENEFIT. The accumulated benefit is based on years of service and earnings (base salary and bonus) considered by the plans for the period through December 31, 2025. If applicable, it also includes the value of contributions made by the named executives throughout their careers. For purposes of calculating the present value, we assume that the named executives will remain in service until the age at which they may retire without any reduction in benefits. Because such calculations are for the period through December 31, 2025, they do not take into account Mr. Stokes’s anticipated retirement in July 2026. We also assume that benefits are payable under the available forms of annuity consistent with the assumptions described in the Postretirement Benefit Plans notes in GE Aerospace’s financial statements in our Annual Report on Form 10‑K for 2025, including the statutory discount rate assumption of 5.39% for the Pension Plan and 5.34% for the Supplementary Pension Plan. The postretirement mortality assumption used for present value calculations for U.S. beneficiaries is the Pri‑2012 Healthy Retiree mortality table projected to 2016, adjusted for the company's experience and factoring in projected generational improvements.

  99. Pension Benefits Table

    | 46 | GE Aerospace 2026 Proxy Statement |

  100. Pension Benefits

    Pension Benefits The table below shows the pension benefits that would have become payable under the applicable pension plan(s) (as described under Pension Benefits on page 45) if the current named executives had died, become disabled, voluntarily terminated or retired as of December 31, 2025 (and thus do not take into account Mr. Stokes’s anticipated retirement).

  101. POTENTIAL TERMINATION PAYMENTS TABLE (PENSION BENEFITS)

    POTENTIAL TERMINATION PAYMENTS TABLE (PENSION BENEFITS)

  102. POTENTIAL TERMINATION PAYMENTS TABLE (PENSION BENEFITS)

    | NAME | LUMP SUM UPON DEATH | | | ANNUAL BENEFIT UPON DEATH | | | ANNUAL BENEFIT UPON DISABILITY | | | ANNUAL BENEFIT UPON VOLUNTARY TERMINATION | | | ANNUAL BENEFIT UPON RETIREMENT | | | | Culp | | N/A | | | | 1,030,247 | | N/A | | | N/A | | | | 1,030,247 | | Ghai | | N/A | | | N/A | | | N/A | | | N/A | | | N/A | | | Stokes | | | 6,479,413 | | | 296,070 | | | 1,261,464 | | | 89,509 | | N/A | | | Ali | | | 1,199,657 | | | 166,970 | | | 380,278 | | | 84,435 | | N/A | | | Phillips | | N/A | | | N/A | | | N/A | | | N/A | | | N/A | |

  103. POTENTIAL TERMINATION PAYMENTS TABLE (PENSION BENEFITS)

    LUMP SUM UPON DEATH. Reflects the Supplementary Pension benefit payable in a lump sum based on whichever of the following has a higher value: (1) the 50% survivor annuity that the spouse would have received under this plan if the participant had retired at age 60 and elected the spousal 50% joint and survivor annuity option prior to death, or (2) five years of pension distributions under this plan. ANNUAL BENEFITS UPON DEATH. Reflects 10 annual installment payments of the Executive Retirement Benefit and/or the annual amount payable for the life of the surviving spouse under the Pension Plan. Under the Pension Plan, the benefit is payable either as an annuity, as if the participant had elected the spousal 50% joint and survivor annuity option prior to death, or an immediate lump‑sum payment based on five years of pension distributions, in each case based upon the accrued benefit. For participants age 60 or older, over age 50 with 15 years of service, or under age 50 with 30 years of service, the spousal annuity payment is immediate; otherwise the spousal annuity is payable when the participant would have reached age 60.

  104. CEO Pay Ratio

    CEO Pay Ratio After determining that, as of December 31, 2025, there had been no changes to our employee population or employee compensation arrangements that we believe would reasonably be expected to result in a significant change to our pay ratio disclosure, we determined to use the same median employee identified in last year’s pay ratio disclosure. HOW WE IDENTIFIED THE MEDIAN EMPLOYEE. To identify the median employee, we identified our total employee population as of December 31, 2024, and, in accordance with SEC rules, excluded the CEO and employees from certain countries representing in aggregate less than 5% of our employee base*, to arrive at the initial median employee. We then used annualized salary data converted to U.S. dollars, including target bonus award payments to identify the 20 employees with salaries directly above and below the initial median employee. Once we identified this narrowed pool, we re‑ranked the consideration pool of employees to find the median employee. We then calculated the median employee’s total compensation in accordance with SEC rules to use as the basis for the pay ratio. Foreign exchange rates were translated to the U.S. dollar equivalent based on rates as of December 31, 2024. RATIO OF CEO PAY TO MEDIAN EMPLOYEE PAY. Our median employee earned $93,873 in total compensation for 2025. The total 2025 compensation reported for Mr. Culp as reported under SEC Total in the Summary Compensation Table on page 39 was $45,616,160. Based upon total compensation for 2025, we calculated that our ratio of CEO to median employee pay was 486 to 1. Our median employee is employed in United States. * These 34 countries and their headcounts as of the calculation date were: Argentina (2), Australia (112), Belgium (6), Chile (5), Colombia (4), Czech Republic (519), Denmark (2), France (43), Germany (476), Hong Kong (6), Indonesia (5), Ireland (25), Israel (5), Japan (52), Luxembourg (3), Morocco (2), Netherlands (19), Norway (1), Panama (1), Philippines (1), Portugal (2), Qatar (52), Republic of Korea (103), Romania (152), Saudi Arabia (11), South Africa (2), Spain (16), Sweden (83), Switzerland (4), Taiwan (122), Thailand (2), Türkiye (524), United Arab Emirates (201), and Vietnam (4), for a total of 2,567 employees. As of December 31, 2024, using the methodology required by the rule governing this disclosure, GE Aerospace had approximately 28,000 U.S. employees and approximately 25,000 employees in other countries, for a total of approximately 53,000 employees globally factored into the sample before the country exclusions listed above.

  105. Pay Versus Performance

    Pay Versus Performance In accordance with Section 953(a) of the Dodd‑Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S‑K, we are providing the following information about the relationships between compensation actually paid to named executives and company performance. In this section, we refer to “compensation actually paid” and other terms used in the applicable SEC rules. For information concerning the company’s compensation philosophy and how the company aligns executive compensation with its financial and operational performance, refer to Incentive Compensation starting on page 41. We refer collectively to awards of RSUs, PSUs, performance shares and stock options as equity awards in this Pay versus Performance section.

  106. Pay Versus Performance

    | YEAR(1) | SUMMARY COMPENSATION TABLE TOTAL FOR PEO(1) | COMPENSATION ACTUALLY PAID TO PEO(1)(2) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON‑PEO NAMED EXECUTIVES(1) | AVERAGE COMPENSATION ACTUALLY PAID TO NON‑PEO NAMED EXECUTIVES(1)(2) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | NET INCOME ($M)(5) | COMPANY- SELECTED PERFORMANCE MEASURE: FREE CASH FLOW ($M)(5)(6) | | | | | | | TOTAL SHAREHOLDER RETURN | PEER GROUP TOTAL SHAREHOLDER RETURN(4) | | | | 2025 | $45,616,160 | $213,466,111(3) | $9,447,149 | $29,277,772(3) | $586 | $189 | $8,698 | $7,694 | | 2024 | $88,954,586 | $284,666,600 | $8,750,322 | $16,162,691 | $316 | $158 | $6,556 | $6,089 | | 2023 | $14,698,285 | $182,548,275 | $7,708,170 | $24,033,475 | $191 | $135 | $9,443 | $5,150 | | 2022 | $8,198,024 | $(23,798,500) | $8,969,318 | $3,579,820 | $98 | $114 | $292 | $4,758 | | 2021 | $22,663,449 | $21,302,944 | $8,584,656 | $7,655,599 | $110 | $121 | $(6,591) | $1,889 |

  107. Pay Versus Performance

    (1)The named executives included in the above table were:

  108. Pay Versus Performance

    | YEAR | PRINCIPAL EXECUTIVE OFFICER (PEO) | NON‑PEO NAMED EXECUTIVES | | 2025 | H. Lawrence Culp, Jr. | Rahul Ghai, Russell Stokes, Mohamed Ali, John Phillips, III | | 2024 | H. Lawrence Culp, Jr. | Rahul Ghai, Russell Stokes, Christian Meisner, John Phillips, III, L. Kevin Cox, Michael Holston | | 2023 | H. Lawrence Culp, Jr. | Rahul Ghai, Carolina Dybeck Happe, Russell Stokes, Michael Holston, L. Kevin Cox | | 2022 | H. Lawrence Culp, Jr. | Carolina Dybeck Happe, John Slattery, Peter Arduini, Russell Stokes | | 2021 | H. Lawrence Culp, Jr. | Carolina Dybeck Happe, John Slattery, Russell Stokes, Kieran Murphy |

  109. Pay Versus Performance

    (2)The assumptions we used to calculate the values for RSUs, PSUs and performance shares included in the calculation of compensation actually paid did not differ materially from those used to calculate grant date fair value for such awards. The assumptions we used to calculate the value for stock options did not differ materially from those used to calculate grant date fair value for such awards; we used a Black‑Scholes value as of the applicable year‑end or vesting date(s), determined using the same methodology we use to determine grant date fair value, except that we used (a) the closing stock price on the applicable revaluation date as the current market price and (b) a reduced expected life, given applicable time lapsed since grant date. (3)The 2025 compensation actually paid to our PEO and the average compensation actually paid to our non‑PEO named executives reflects the following adjustments required by the applicable SEC rules from Total compensation reported in the Summary Compensation Table:

  110. Pay Versus Performance

    | GE Aerospace 2026 Proxy Statement | 53 |

  111. Pay Versus Performance

    | | PEO | AVERAGE OF NON‑PEOs | | TOTAL REPORTED IN 2025 SUMMARY COMPENSATION TABLE | $45,616,160 | $9,447,149 | | Less, value of equity awards reported in the Summary Compensation Table | 32,139,930 | 5,896,174 | | Add, year‑end value of equity awards granted in 2025 that are unvested and outstanding | 70,981,180 | 12,767,359 | | Add, change in fair value (from prior year‑end) of prior year equity awards that are unvested and outstanding | 131,572,969 | 10,704,131 | | Add, vesting date fair market value of equity awards granted in 2025 and that vested in 2025 | - | - | | Add, change in fair value (from prior year‑end) of prior year equity awards that vested in 2025 | - | 2,719,752 | | Less, prior year‑end fair value of prior year equity awards that failed to vest in 2025 | - | - | | Add, dividends and dividend equivalent payments paid during 2025 on unvested equity awards | - | - | | Less, change in present value of accumulated pension plan benefits reported in the Summary Compensation Table | 3,213,268 | 551,694 | | Add, service cost for defined benefit and pension plans | 649,000 | 87,250 | | Add, prior service cost for defined benefit and pension plans | - | - | | Compensation Actually Paid for Fiscal Year 2025 | $213,466,111 | $29,277,772 |

  112. Pay Versus Performance

    Certain columns may not add due to the use of rounded numbers. (4)As permitted by SEC rules, the peer group referenced for purposes of “Peer group total shareholder return” is that of the S&P 500 Industrials Index, which is the industry index reported in our Annual Report on Form 10‑K for 2025 in accordance with Regulation S‑K Item 201(e). For GE Aerospace and our peer group, the TSR for each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on December 31, 2020. (5)For 2021 and 2022, the financial performance results included in the table reflect our financial performance prior to the spin‑off of GE HealthCare and do not reflect the reclassification of our HealthCare business into discontinued operations or the adoption of certain accounting standards updates. For 2021, 2022 and 2023, the financial performance results included in the table reflect our financial performance prior to the spin‑off of GE Vernova and do not reflect the reclassification of our GE Vernova business into discontinued operations. Beginning with 2025, we include dispositions of property, plant and equipment in the calculation of free cash flow. (6)Free cash flow is the financial measure from the tabular list of Most Important Financial Measures below, which represents the most important performance measure used to link compensation actually paid to our named executives in 2025 to the company’s performance. Free cash flow is a non‑GAAP financial measure. For information on why the company reports free cash flow and how it is calculated, refer to the Explanation of Non‑GAAP Financial Measures and Performance Metrics on page 73.

  113. RELATIONSHIPS BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL PERFORMANCE MEASURES

    RELATIONSHIPS BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL PERFORMANCE MEASURES In accordance with Item 402(v) of Regulation S‑K, the company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. The calculation of compensation actually paid in each of the years shown reflects required adjustments to equity award valuations under SEC rules, which were in turn impacted by our stock price performance and cancellation of performance‑based awards that did not meet their established thresholds, if any. When the committee selected performance measures in support of the design of our 2025 executive compensation program, it focused on factors that it believed would further the company’s and business units’ goals for the year, align with GE Aerospace’s long‑term strategic objectives and contribute to the creation of long‑term shareholder value, including our ability to generate free cash flow, adjusted revenue growth and operating profit, as well as our adjusted earnings per share and operational measures such as safety performance. For more information about these factors and decisions that impacted the 2025 compensation of our named executive officers, see the Compensation Discussion & Analysis section of this proxy statement. The chart below depicts compensation actually paid and the cumulative TSR of GE Aerospace and the S&P 500 Industrials Index for the five years shown. A significant portion of our executive compensation program comprises equity awards, and compensation actually paid for such years was most strongly affected by our stock price performance, as reflected in the equity award valuations required by SEC rules. For 2025, our stock price increased 85% year over year, compared to 18% for our peer group (the S&P 500 Industrials Index), resulting in our TSR increasing by close to 2x for 2025 and our five‑year total TSR ending significantly higher than that of our peer group. This performance resulted in a substantial increase in our PSU award valuations included in the calculation of compensation actually paid for 2025, including the value of unvested and outstanding equity awards granted in 2025 and the change in value of prior year equity awards that vested in 2025. Conversely, our TSR performance being below that of the peer group for 2021 and 2022 adversely affected our named executives’ equity award compensation, resulting in a downward adjustment to the value of the 2021 PSU awards, for which three‑year TSR performance is a modifier.

  114. RELATIONSHIPS BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL PERFORMANCE MEASURES

    | 54 | GE Aerospace 2026 Proxy Statement |

  115. RELATIONSHIPS BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL PERFORMANCE MEASURES

    | | CAP to PEO | | Average CAP to Non-PEO NEOs | | Company TSR | | Peer Group TSR |

  116. RELATIONSHIPS BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL PERFORMANCE MEASURES

    Net income is not a financial performance measure that we use in the compensation program design for our named executives. Accordingly, there is not a direct relationship between the compensation actually paid to our named executives and net income. In addition, a meaningful portion of incentive compensation for our named executives who are leaders of a business is tied to the financial performance of that business, rather than enterprise‑wide performance measures such as net income. A significant portion of our compensation program is linked to our free cash flow performance for the total company and the applicable business, as described in the Compensation Discussion & Analysis section of this proxy statement. While our free cash flow performance improved sequentially in each of the five years shown, there is not a direct relationship with compensation actually paid because compensation actually paid more strongly reflects the required adjustments for equity award valuations under SEC rules. MOST IMPORTANT FINANCIAL PERFORMANCE MEASURES The financial performance measures to the right represent the most important financial performance measures that were used to determine the compensation actually paid to our named executives in 2025.

  117. RELATIONSHIPS BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL PERFORMANCE MEASURES

    | Most Important Financial Performance Measures | | Free Cash Flow* | | Adjusted Revenue Growth* | | Operating Profit* | | Adjusted Earnings Per Share* |

  118. RELATIONSHIPS BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL PERFORMANCE MEASURES

    * Non‑GAAP Financial Measure

  119. RELATIONSHIPS BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL PERFORMANCE MEASURES

    | GE Aerospace 2026 Proxy Statement | 55 |