DEF 14A of General Electric Co, Mar 16, 2023

DEF 14A of General Electric Co

Filed Mar 16, 2023 · FY20220001308179-23-000208

Open on EDGAR

  1. 2023 NOTICE OF ANNUAL MEETING AND PROXY STATEMENT

    | Index of Frequently Requested Information | | | 63 | Audit Fees | | 14 | Board Leadership Structure | | 15 | Board Self-Evaluation | | 58 | CEO Pay Ratio | | 56 | Clawback Policy | | 20 | Director Attendance | | 21 | Director Independence | | 7 | Director Qualifications | | 7 | Director Tenure and Term Limits | | 8 | Nominee Biographies | | 20 | Overboarding Policy | | 30 | Peer Group | | 56 | Policies on Compensation Consultant | | 22 | Related Person Transactions | | 18 | Risk Oversight | | 5 | Shareholder Engagement | | 25 | Stock Ownership for Executives and Directors | | 57 | Stock Ownership Requirements | | 18 | Sustainability Oversight | | Also see Acronyms Used on page 77 for a guide to the acronyms used throughout this proxy statement. | |

  2. Nominee Biographies

    Nominee Biographies

  3. Nominee Biographies

    | Board Leadership | | | CHAIRMAN H. Lawrence Culp, Jr. Director Since: 2018 Age: 59 Birthplace: United States Chairman and CEO, General Electric, Boston, MA (since 2018) and CEO, GE Aerospace, Cincinnati, OH (since 2022) | LEAD DIRECTOR Thomas Horton Director Since: 2018 Age: 61 Birthplace: United States INDEPENDENT Partner, Global Infrastructure Partners, an infrastructure investment fund, New York, NY (since 2019) | | PRIOR BUSINESS EXPERIENCE ● Senior Advisor, Bain Capital Private Equity, a global private equity firm (2017–2018) ● Senior Lecturer, Harvard Business School (2015–2018) ● Former CEO and President, Danaher (2001–2014), a global science and technology company operating in the healthcare, environmental and applied-end markets; joined Danaher subsidiary Veeder-Root in 1990, serving in a number of leadership positions within Danaher, including COO and, following his retirement, Senior Advisor (2014–2016) CURRENT PUBLIC COMPANY BOARDS ● General Electric ● GE HealthCare PAST PUBLIC COMPANY BOARDS ● GlaxoSmithKline ● Danaher ● 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 COMMITTEE MEMBERSHIP ● Governance PRIOR BUSINESS EXPERIENCE ● Senior Advisor, Warburg Pincus LLC, a private equity firm focused on growth investing (2015–2019) ● Chairman, American Airlines Group, one of the largest global airlines (formed following the merger of AMR Corporation and US Airways) (2013–2014) ● Chairman and CEO, American Airlines (2011–2014) ● Chairman and CEO, AMR (parent company of American Airlines) (2010–2013) ● EVP and CFO, AMR (2006–2010) ● Vice Chairman and CFO, AT&T (2002–2006) ● SVP and CFO, AMR (2000–2002); joined AMR in 1985, serving in various finance and management roles CURRENT PUBLIC COMPANY BOARDS ● General Electric ● Walmart (lead director) PAST PUBLIC COMPANY BOARDS ● Qualcomm ● EnLink Midstream OTHER POSITIONS ● Executive Board Member, Cox School of Business, Southern Methodist University EDUCATION ● Baylor University ● MBA, Southern Methodist University |

  4. Nominee Biographies

    | | Board Leadership | | | CHAIR: Audit Committee* Isabella Goren Director Since: 2022 Age: 62 Birthplace: Ukraine INDEPENDENT Former Chief Financial Officer of American Airlines and AMR Corporation, a global airline, Fort Worth, TX (2010-2013) | CHAIR: Compensation Committee Stephen Angel Director Since: 2022 Age: 67 Birthplace: United States INDEPENDENT Chairman and Former CEO, Linde, a global industrial gases and engineering company, Dublin, Ireland (since 2022) | CHAIR: Governance & Public Affairs Committee Paula Rosput Reynolds Director Since: 2018 Age: 66 Birthplace: United States INDEPENDENT President and CEO, PreferWest LLC, a business advisory firm, Seattle, WA (since 2009) | | GE COMMITTEE MEMBERSHIP ● Audit (Chair)* PRIOR BUSINESS EXPERIENCE ● CFO, American Airlines and AMR Corporation (2010-2013) ● Senior Vice President, Customer Relationship Marketing, American Airlines and AMR Corporation (2006-2010) ● Vice President, American Airlines (1998-2006) ● President, AMR Services (1996-1998) ● Previously served in various management positions at American Airlines (1986-1996) ● Chemical Engineer, Dupont (1983-1985) CURRENT PUBLIC COMPANY BOARDS ● General Electric ● Marriott International PAST PUBLIC COMPANY BOARDS ● Gap ● LyondellBasell Industries OTHER POSITIONS ● Director, MassMutual ● Director, National Association of Corporate Directors, North Texas ● Member of the Advisory Board, The University of Texas at Austin, Cockrell School of Engineering ● Member of the Executive Board, Lyle School of Engineering, Southern Methodist University EDUCATION ● University of Texas at Austin ● MBA, Southern Methodist University * Upon reelection to the Board, Ms. Goren will become Chair of the Audit Committee | GE COMMITTEE MEMBERSHIP ● Compensation (Chair) PRIOR BUSINESS EXPERIENCE ● CEO, Linde (2018-2022) ● President & CEO, Praxair (subsequently Linde) (2007-2018) ● President & COO, Praxair (2006-2007) ● EVP, North America, Europe and Asia, Praxair (2001-2006) ● Previously held various roles at General Electric (1979-2001) CURRENT PUBLIC COMPANY BOARDS ● General Electric ● Linde (Chair) ● PPG Industries PAST PUBLIC COMPANY BOARDS ● Praxair (Chair) EDUCATION ● North Carolina State University ● MBA, Loyola College | GE COMMITTEE MEMBERSHIP ● Audit ● Governance (Chair) PRIOR BUSINESS EXPERIENCE ● Vice Chairman and Chief Restructuring Officer, American International Group (2008–2009) ● Chairman, President and CEO, Safeco Insurance Company of America (2005–2008) ● Chairman and CEO, AGL Resources (1998–2005) ● CEO, Duke Energy Power Services, Duke Energy (1995–1998) ● Previously served in various leadership positions at Associated Power Services, Pacific Gas Transmission Co. and Pacific Gas and Electric Company CURRENT PUBLIC COMPANY BOARDS ● General Electric ● BP ● National Grid UK (Chair) PAST PUBLIC COMPANY BOARDS ● Air Products & Chemicals ● Anadarko Petroleum ● BAE Systems ● CBRE Group ● Circuit City Stores ● Coca-Cola Enterprises ● Delta Air Lines ● TransCanada EDUCATION ● Wellesley College |

  5. Nominee Biographies

    | Sébastien Bazin Director Since: 2016 Age: 61 Birthplace: France INDEPENDENT Chairman and CEO, AccorHotels, a global hotel company, Paris, France (since 2013) | Edward Garden Director Since: 2017 Age: 61 Birthplace: United States INDEPENDENT Chief Investment Officer and Founding Partner, Trian Fund Management, L.P., an investment management firm, New York, NY (since 2005) | Catherine Lesjak Director Since: 2019 Age: 64 Birthplace: Canada INDEPENDENT Former Chief Financial Officer, HP, a global technology company, and its predecessor, Hewlett-Packard, Palo Alto, CA (2007-2018) | | GE 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 ● General Electric ● AccorHotels, including Accor Acquisition Company (sponsored by Accor) PAST PUBLIC COMPANY BOARDS ● Huazhu Group ● Carrefour ● Banyan Tree Holding OTHER POSITIONS ● Vice Chairman, Supervisory Board, Gustave Roussy Foundation, cancer research funding ● Chairman, Safar Ventures EDUCATION ● Sorbonne University ● MA (Economics), Sorbonne University | GE COMMITTEE MEMBERSHIP ● Compensation PRIOR BUSINESS EXPERIENCE ● Vice Chairman and Director, Triarc Companies (subsequently The Wendy’s Company and previously Wendy’s/Arby’s Group) (2004–2007) and Executive Vice President (2003–2004) ● Managing Director, Credit Suisse First Boston (1999–2003) ● Managing Director, BT Alex Brown (1994–1999) CURRENT PUBLIC COMPANY BOARDS ● General Electric ● Janus Henderson Group PAST PUBLIC COMPANY BOARDS ● Invesco ● Legg Mason ● The Bank of New York Mellon ● The Wendy’s Company ● Family Dollar Stores ● Pentair EDUCATION ● Harvard College | GE COMMITTEE MEMBERSHIP ● Audit ● Governance PRIOR BUSINESS EXPERIENCE ● Interim Chief Operating Officer, HP (2018–2019) ● Interim CEO, Hewlett Packard (2010) ● Senior Vice President and Treasurer, HP (2003–2007) ● Previously served in various leadership positions within the financial organization at HP and Hewlett Packard, including as Global Controller, Software Solutions; Controller and Credit Manager for Commercial Customers; and as Manager, Financial Operations, Enterprise Marketing and Solutions (joined Hewlett Packard in 1986) CURRENT PUBLIC COMPANY BOARDS ● General Electric ● PROS Holdings ● GE HealthCare PAST PUBLIC COMPANY BOARDS ● SunPower (Chair, Audit Committee) OTHER POSITIONS ● Board, Haas School of Business, University of California, Berkeley EDUCATION ● Stanford University ● MBA, University of California, Berkeley |

  6. Nominee Biographies

    | Darren McDew Director Since: 2023 Age: 62 Birthplace: United States INDEPENDENT Retired Four-Star General, United States Air Force, and Former Commander of U.S. Transportation Command, Scott Air Force Base, Illinois (2015 - 2018) | Jessica Uhl New Director Nominee Age: 55 Birthplace: United States INDEPENDENT Former Chief Financial Officer, Shell plc, a global energy and petrochemical company, London, England (2017-2022) | | GE COMMITTEE MEMBERSHIP ● Governance PRIOR GOVERNMENT 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 ● General Electric ● Abbott Laboratories ● Parsons Corporation OTHER POSITIONS ● Director, United Services Automobile Association (USAA) ● Director, Boys & Girls Club of America ● Advisor, U. S. Innovative Technology EDUCATION ● Virginia Military Institute ● MS, Aviation Management, Embry-Riddle Aeronautical University | GE COMMITTEE MEMBERSHIP ● Audit* PRIOR BUSINESS EXPERIENCE ● CFO, Shell plc (2017-2022) ● Executive Vice President, Finance, Integrated Gas, Shell plc (2016-2017) ● Executive Vice President, Finance, Upstream Americas, Shell plc (2014-2015) ● Vice President, Finance, Unconventionals, Shell plc (2013-2014) ● Vice President, Controller, Upstream and Projects and Technology, Shell plc (2010-2012) ● Vice President, Finance, Shell Lubricants, Shell plc (2009-2010) ● Head of External Reporting, Shell plc (2007-2009) ● Vice President, Business Development, Shell Renewables, Hydrogen & C02, Shell plc (2005-2006) ● Finance Manager, Shell Solar, Shell plc (2004-2005) CURRENT PUBLIC COMPANY BOARDS ● Goldman Sachs PAST PUBLIC COMPANY BOARDS ● Shell plc OTHER POSITIONS ● Vice Chair, Mission Possible Partnership ● Strategic Advisor, Breakthrough Energy ● Advisory Board, Columbia Center for Global Energy Policy ● Trustee, Rocky Mountain Institute EDUCATION ● University of California, Berkeley ● MBA, INSEAD, France * Upon election to the Board, Ms. Uhl will be appointed to the Audit Committee |

  7. The Lead Director’s Role

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

  8. The Lead Director’s Role

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

  9. The Lead Director’s Role

    | | CHAIRMAN OF THE BOARD & CEO | | | LEAD DIRECTOR elected solely by independent directors | | | CHAIRS The chairs of our Audit, Compensation and Governance committees are independent |

  10. The Lead Director’s Role

    | Considerations in selecting current lead director: THOMAS HORTON | |

  11. The Lead Director’s Role

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

  12. 2022 TRANSACTIONS CONSIDERED FOR DIRECTOR INDEPENDENCE

    2022 TRANSACTIONS CONSIDERED FOR DIRECTOR INDEPENDENCE

  13. 2022 TRANSACTIONS CONSIDERED FOR DIRECTOR INDEPENDENCE

    | DIRECTOR/NOMINEE | ORGANIZATION | RELATIONSHIP | SALES TO GE <1% OF OTHER COMPANY’S REVENUES | PURCHASES FROM GE <1% OF OTHER COMPANY’S REVENUES | INDEBTEDNESS TO GE <1% OF GE’S ASSETS | | Bazin | AccorHotels | Chair & CEO | | N/A | N/A | | Horton | Global Infrastructure Partners | Partner | | N/A | | | Mihaljevic | Cleveland Clinic | CEO & President | | | N/A | | Tisch* | Loews (and its subsidiaries) | President & CEO | | | | | All directors | Various charitable organizations | Executive, director or trustee | Charitable contributions from GE <1% of the organization’s revenues | | |

  14. 2022 TRANSACTIONS CONSIDERED FOR DIRECTOR INDEPENDENCE

    | Mr. Tisch served as our director until our 2022 Annual Meeting on May 4, 2022, at which he did not stand for reelection.* |

  15. Director Compensation

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

  16. Director Compensation

    | ● | Fairly pay directors for the work required at a company of GE’s size and scope, as benchmarked against our peer group; | | ● | Align directors’ interests with the long-term interests of GE shareholders; and | | ● | Be simple, transparent and easy for shareholders to understand. |

  17. No Additional Director Compensation

    No Additional Director Compensation Independent directors do not receive any cash incentive compensation, hold deferred compensation balances (other than DSUs) or receive pension benefits. Since 2003, DSUs have been the only equity incentive compensation awarded to the independent directors; we ceased granting stock options to directors in 2002, and no independent director had stock options outstanding as of the most recent fiscal year-end. Directors who are company employees do not receive any compensation for their services as directors.

  18. Director Compensation Table

    Director Compensation Table This table shows the compensation that each independent director earned for his or her 2022 Board and committee service. Mr. Garden has advised us that, pursuant to his arrangement with Trian, he transfers to Trian, or holds for the benefit of Trian and/or Trian entities, all director compensation paid to him.

  19. Director Compensation Table

    | NAME OF DIRECTOR | CASH FEES | STOCK AWARDS | MATCHING GIFTS | TOTAL | | Stephen Angel | $7,639 | $219,545 | $0 | $227,184 | | Sébastien Bazin | $0 | $296,667 | $0 | $296,667 | | Ashton Carter* | $101,087 | $143,055 | $0 | $244,142 | | Francisco D’Souza | $0 | $320,591 | $0 | $320,591 | | Edward Garden | $120,000 | $172,258 | $0 | $292,258 | | Isabella Goren | $97,716 | $139,368 | $5,000 | $242,084 | | Thomas Horton | $141,500 | $202,897 | $0 | $344,397 | | Risa Lavizzo-Mourey | $114,000 | $163,645 | $5,000 | $282,645 | | Catherine Lesjak | $128,000 | $183,742 | $0 | $311,742 | | Tomislav Mihaljevic | $81,643 | $116,115 | $0 | $197,758 | | Paula Rosput Reynolds | $100,500 | $224,414 | $0 | $324,914 | | Leslie Seidman | $124,000 | $178,000 | $5,000 | $307,000 | | James Tisch* | $0 | $94,046 | $0 | $94,046 |

  20. Director Compensation Table

    | Mr. Carter passed away on October 24, 2022, and Mr. Tisch did not stand for re-election at our 2022 Annual Meeting. The amounts reported for these former directors represent compensation earned for their 2022 service as directors.* |

  21. Director Compensation Table

    CASH FEES. Amount of cash compensation earned in 2022 for Board and committee service. STOCK AWARDS. Aggregate grant date fair value of DSUs granted in 2022, as calculated in accordance with SEC rules, including amounts that the directors deferred into DSUs in lieu of all or a part of their cash compensation. Grant date fair value is calculated by multiplying the number of DSUs granted by the closing price of GE stock on the grant date (or the last trading day prior to the grant date), which was $91.50 for March 31, 2022 grants, $63.67 for June 30, 2022 grants, $61.91 for September 30, 2022 grants, and $83.79 for December 31, 2022 grants. The table below shows the cash amounts that the directors deferred into DSUs in 2022 and the number of DSUs accrued as of 2022 fiscal year-end.

  22. Director Compensation Table

    | DIRECTOR | CASH DEFERRED INTO DSUs IN 2022 | # DSUs ACCRUED AT 2022 FISCAL YEAR-END* | | Stephen Angel | $87,912 | 3,138 | | Sébastien Bazin | $124,000 | 22,285 | | Ashton Carter | $0 | 5,658 | | Francisco D’Souza | $134,000 | 27,977 | | Edward Garden | $0 | 12,078 | | Isabella Goren | $0 | 1,976 | | Thomas Horton | $0 | 13,144 | | Risa Lavizzo-Mourey | $0 | 13,252 | | Catherine Lesjak | $0 | 9,575 | | Tomislav Mihaljevic | $0 | 1,678 | | Paula Rosput Reynolds | $33,500 | 11,665 | | Leslie Seidman | $0 | 15,573 | | James Tisch | $38,835 | 27,938 |

  23. Director Compensation Table

    | Amounts do not take into account the treatment of outstanding DSUs in 2023 in connection with the GE HealthCare spin-off. See Treatment of Deferred Stock Units in Connection with the GE HealthCare Spin-Off on page 23 for additional details.* |

  24. Compensation Discussion & Analysis

    | Section | | Begins on Page... | | Overview of Our Executive Compensation Program ● Compensation philosophy ● Key compensation program elements ● Peer group | | 29 | | Key Elements of Compensation for Our Named Executives ● Target compensation structure ● Base salaries ● Annual Executive Incentive Plan ● Long-term incentive compensation ● Plans to use longer performance periods following spin-off | | 30 | | Compensation Actions for 2022 ● Compensation decisions for our CEO ● Compensation decisions for our other named executives | | 39 | | Summary Compensation ● Summary Compensation Table | | 42 | | Incentive Compensation ● Grants of Plan-Based Awards Table ● Outstanding Equity Awards Table ● Options Exercised and Stock Vested Table ● Equity Compensation Plan Information Table | | 44 | | Deferred Compensation ● Description of nonqualified deferred compensation plans ● Nonqualified Deferred Compensation Table | | 47 | | Pension Benefits ● Description of pension plans ● Pension Benefits Table | | 49 | | Potential Termination Payments ● Description of employment agreements, offer letters & severance plan ● Policy on shareholder approval of severance & death benefits ● Potential Benefits Upon Termination or Change of Control Tables | | 51 | | Other Executive Compensation Policies & Practices ● Roles and responsibilities ● Use of compensation consultants ● Clawback policy ● Compensation risk assessment ● Stock ownership & equity grant policies | | 56 | | Management Development & Compensation Committee Report ● Report by the committee | | 57 |

  25. Compensation Philosophy

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

  26. 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 (PSUs) | OPTIONS | RESTRICTED STOCK UNITS (RSUs) | | Link to Shareholder Value | Provide base pay level aligned with roles, responsibilities and individual performance to attract and retain top talent | Deliver on annual investor framework Serves as key compensation vehicle for differentiating performance each year | Focus executives on the achievement of specific financial performance goals directly aligned with our operating and strategic plans, and with a TSR modifier based on three-year return from stock price appreciation and dividends PSU awards provide a significant stake in the long-term financial success of GE that is aligned with shareholder interests and promote employee retention | Reward stock price performance over time | Provide for long-term employee retention |

  27. Key Compensation Program Elements

    | Peer Group and Benchmarking DETERMINING OUR PEER GROUP. Since 2019, the committee has used a peer group for compensation benchmarking purposes. Based on the criteria set forth below, the committee reviews the peer group each year. In determining the peer group, the committee considered the following factors: ● Industry – companies operating in similar or comparable industry spaces and with comparable operational scope ● Size – companies that are comparable to GE in terms of revenues, market capitalization and number of employees ● Investment Peers – U.S. public companies whose performance is monitored regularly by the same market analysts who monitor GE | 2022 PEER COMPANIES | | | | 3M | Honeywell | | | Abbott Laboratories | HP | | | Boeing | IBM | | | Caterpillar | Intel | | | Chevron | Johnson Controls | | | Cisco | Johnson & Johnson | | | Deere | Lockheed Martin | | | DuPont | Medtronic | | | Exxon Mobil | Northrup Grumman | | | Ford | Raytheon | | | General Dynamics | Technologies | | | General Motors | United Parcel Service |

  28. Key Compensation Program Elements

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

  29. Key Compensation Program Elements

    | OUR PATH FORWARD | CHANGES TO THE 2023 PEER GROUP. In 2022, Exxon and Chevron were removed from the peer group for 2023 because their size and market capitalization are no longer comparable to GE. The committee also approved the removal of healthcare industry peers Abbott Laboratories, Johnson & Johnson and Medtronic from the peer group for 2023 to reflect the spin-off of GE HealthCare. |

  30. Target Compensation Structure for Our CEO and Other Named Executives

    Mr. Culp’s target compensation as depicted above includes an annual equity grant of performance stock units with a grant date fair value of $15 million, in accordance with his employment agreement. As previously reported, in 2022 Mr. Culp received a PSU award with a grant date fair value of $5 million. The average target compensation for other NEOs depicted above is based on year-end salary and target short- and long-term incentive awards for 2022.

  31. Annual Executive Incentive Plan

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

  32. How We Determined 2022 AEIP Bonuses for Our Named Executives

    How We Determined 2022 AEIP Bonuses for Our Named Executives All employees at the executive-band level and above within GE are eligible to participate in the AEIP. Individual bonuses are based on an employee’s employment within Corporate or a business unit. For our named executives, individual target award percentages are typically set between 100-150% of base salary, based on their respective position and alignment with peer compensation practices. Each year, the committee evaluates and sets AEIP performance metrics and targets for Corporate (based on total company performance) and business units during the first quarter of the performance year. Following the conclusion of the performance year, the committee assesses total company and business unit performance against applicable performance metrics for the performance year to determine the AEIP bonus payouts. The CEO may also provide perspective to the committee about business or individual performance for the year, although the CEO has no role in the committee’s determination of his own compensation. For 2022, bonuses under the AEIP paid to our named executives were determined quantitively based on the named executive’s base salary, target award percentage, achievement of applicable total company or business unit financial performance targets and a safety modifier. While the committee has the ability under the AEIP to apply discretion at the business or individual levels when appropriate, no discretion was used in determining the 2022 bonuses for our named executives.

  33. How We Determined 2022 AEIP Bonuses for Our Named Executives

    | | | NAMED EXECUTIVE 2022 BONUS DETERMINATIONS | | | | | | BASE SALARY | | TARGET AWARD PERCENTAGE | | FINANCIAL PERFORMANCE | | SAFETY MODIFIER (+/-10%) |

  34. 2022 AEIP PERFORMANCE METRICS AND WEIGHTING

    2022 AEIP PERFORMANCE METRICS AND WEIGHTING

  35. 2022 AEIP PERFORMANCE METRICS AND WEIGHTING

    | | ORGANIC REVENUE GROWTH* | PROFIT | ORGANIC MARGIN EXPANSION* | FREE CASH FLOW* | SAFETY MODIFIER | | Corporate | 25% | 25%** | 25% | 25% | +/- 10% | | Aerospace | 25% | 25% | 25% | 25% | +/- 10% | | HealthCare | 50% | 12.5% | 12.5% | 25% | +/- 10% | | Renewable Energy | | 50% | | 50% | +/- 10% | | Power | | 50% | | 50% | +/- 10% |

  36. 2022 AEIP PERFORMANCE METRICS AND WEIGHTING

    | Non-GAAP Financial Measure. For information on how these metrics are calculated, see Explanation of Non-GAAP Financial Measures and Performance Metrics on page 75.* | | For Corporate, we used total company adjusted profit, a non-GAAP Financial Measure.** |

  37. 2022 AEIP PERFORMANCE METRICS AND WEIGHTING

    The committee selected these metrics to incentivize strong performance across key drivers of long-term value creation, and also to reflect how the business units are managed. In 2022, the committee introduced profit as an AEIP metric for business-unit employees and adjusted profit as an AEIP metric for Corporate employees to incentivize profitable growth as we transition to three independent companies. The selection of metrics, the determination of the business units to which they applied, and the relative weighting of each, were a function of the unique context for the company and each business unit. The committee selected these metrics to incentivize performance in a manner consistent with how management measures and reports the company’s operating results. Accordingly, the AEIP uses the same non-GAAP financial measures that management uses to report the company’s financial results each quarter and when providing an annual financial outlook for the year. The committee believes the use of these measures in compensation program design is appropriate and promotes consistency with metrics that many investors use to evaluate the company’s financial performance. See page 75 for additional discussion on the reasons we use these non-GAAP financial measures and how these measures are calculated. In addition, to further align the AEIP with GE’s overarching operational priority of safety, the committee selected a performance modifier that can increase or decrease awards by up to 10% based on achievement of defined safety metrics. Safety performance is determined based on an assessment of Corporate (based on total company) and business unit performance against the following safety metrics relative to targets set at the beginning of the performance year: injury and illness rates; serious incidents; fatalities; and overall safety culture and progress since the prior year. Targets for each business are established to achieve year-over-year improvements across the aforementioned safety metrics, recognizing the differences in the nature of the working environments and safety risk profiles across our businesses. For the 2023 AEIP the committee selected the following financial performance metrics: free cash flow (40% weighting), organic revenue growth (20% weighting), and profit or adjusted profit (as applicable) (40% weighting) for each of Corporate (based on total company) and the business units. The committee believes this further simplified set of financial metrics will focus management on driving performance aligned with shareholders’ interests and will better align with peers. The committee also maintained the safety modifier to increase or decrease the award by up to 10%.

  38. How We Selected Targets for the 2022 AEIP

    How We Selected Targets for the 2022 AEIP The committee establishes targets and performance levels which are designed to be rigorous but realistic and informed by our annual financial performance goals and external guidance. The target, threshold and maximum performance levels for each performance measure are set with reference to annual budgets for the total company and business units that our CEO, CFO and business unit CEOs establish, and the 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. Awards are also subject to a 10% safety modifier. For the 2022 AEIP, named executives could receive between 0% and 150% of their target award.

  39. How We Performed Against Annual Bonus Targets for 2022

    How We Performed Against Annual Bonus Targets for 2022 The following charts set forth the results for named executives relative to their respective targets under the AEIP for 2022. These results are formulaic and based only on the predetermined targets for Corporate and the businesses listed. CORPORATE. For our Corporate named executives — Mr. Culp and Ms. Dybeck Happe — bonuses were based upon performance targets for the company as a whole.

  40. How We Performed Against Annual Bonus Targets for 2022

    | | AEIP FINANCIAL PERFORMANCE METRICS | THRESHOLD (50%) | TARGET (100%) | MAXIMUM (150%) | RESULT | WEIGHT | SAFETY PERFORMANCE MODIFIER (+/- 10%) | COMBINED RESULT | | | Total Company Organic Revenue Growth* | | | | 56% | | | | | | Total Company Adjusted Profit ($M)* | | | | 0% | | | | | Corporate | | | | | | | 0% | 14% | | | Total Company Organic Margin Expansion (bps)* | | | | 0% | | | | | | Total Company Free Cash Flow ($M)* | | | | 0% | | | |

  41. How We Performed Against Annual Bonus Targets for 2022

    AEROSPACE. Mr. Slattery’s bonus was based upon performance targets for the Aerospace business, for which he served as the CEO until June 2022 and as Chief Commercial Officer thereafter.

  42. How We Performed Against Annual Bonus Targets for 2022

    | | AEIP FINANCIAL PERFORMANCE METRICS | THRESHOLD (50%) | TARGET (100%) | MAXIMUM (150%) | RESULT | WEIGHT | SAFETY PERFORMANCE MODIFIER (+/- 10%) | COMBINED RESULT | | | Aerospace Organic Revenue Growth* | | | | 0% | | | | | | Aerospace Profit ($M) | | | | 149% | | | | | Aerospace | | | | | | | +5% | 117% | | | Aerospace Organic Margin Expansion (bps)* | | | | 150% | | | | | | Aerospace Free Cash Flow ($M)* | | | | 150% | | | |

  43. How We Performed Against Annual Bonus Targets for 2022

    | Non-GAAP Financial Measure. For information on how these metrics are calculated, see Explanation of Non-GAAP Financial Measures and Performance Metrics on page 75.* |

  44. How We Performed Against Annual Bonus Targets for 2022

    COMMERCIAL ENGINES & SERVICES, AEROSPACE. As CEO of the Commercial Engines & Services business, Mr. Stokes’s bonus was based 50% on Commercial Engine Operations’ performance targets and 50% on Aviation Services’ performance targets; these are sub-businesses within the Aerospace business that Mr. Stokes led during 2022. As shown below, the performance metrics for Mr. Stokes included a combination of both Commercial Engine Operations and Aviation Services free cash flow targets as well as a free cash flow target for the Aerospace business overall to incentivize performance within each of those sub-businesses and horizontally across related functions for Aerospace overall. This reflects the same weighting for the free cash flow metric (25%) as within the AEIP for the Aerospace business overall, but with more specific tailoring to align with Mr. Stokes’ areas of responsibility.

  45. How We Performed Against Annual Bonus Targets for 2022

    | | AEIP FINANCIAL PERFORMANCE METRICS | THRESHOLD (50%) | TARGET (100%) | MAXIMUM (150%) | RESULT | WEIGHT | SAFETY PERFORMANCE MODIFIER (+/- 10%) | COMBINED RESULT | | | Commercial Engine Organic Revenue Growth* | | | | 0% | | | | | | Commercial Engine Profit ($M) | | | | 150% | | | | | Commercial Engine Operations | Commercial Engine Organic Margin Expansion (bps)* | | | | 146% | | +5% | | | | Commercial Engine Free Cash Flow ($M)* | | | | 150% | | | | | | Aerospace Free Cash Flow ($M)* | | | | 150% | | | | | | | | | | | | | 118% | | | Aviation Services Organic Revenue Growth* | | | | 105% | | | | | | Aviation Services Profit ($M) | | | | 106% | | | | | Aviation Services | Aviation Services Organic Margin Expansion (bps)* | | | | 100% | | +5% | | | | Aviation Services Free Cash Flow ($M)* | | | | 138% | | | | | | Aerospace Free Cash Flow ($M)* | | | | 150% | | | |

  46. How We Performed Against Annual Bonus Targets for 2022

    | Non-GAAP Financial Measure. For information on how these metrics are calculated, see Explanation of Non-GAAP Financial Measures and Performance Metrics on page 75.* | | The company does not report at the sub-segment level for Commercial Engine Operations and Aviation Services.** |

  47. How We Performed Against Annual Bonus Targets for 2022

    HEALTHCARE. Mr. Arduini’s bonus was based upon performance targets for the HealthCare business, of which he was the CEO during 2022 before the spin-off of that business in January 2023.

  48. How We Performed Against Annual Bonus Targets for 2022

    | | AEIP FINANCIAL PERFORMANCE METRICS | THRESHOLD (50%) | TARGET (100%) | MAXIMUM (150%) | RESULT | WEIGHT | SAFETY PERFORMANCE MODIFIER (+/- 10%) | COMBINED RESULT | | | HealthCare Organic Revenue Growth* | | | | 104% | | | | | | HealthCare Profit ($M) | | | | 0% | | | | | HealthCare | | | | | | | +5% | 57% | | | HealthCare Organic Margin Expansion (bps)* | | | | 0% | | | | | | HealthCare Free Cash Flow ($M)* | | | | 0% | | | |

  49. How We Performed Against Annual Bonus Targets for 2022

    RENEWABLE ENERGY. There were no named executives from the Renewable Energy business for 2022.

  50. How We Performed Against Annual Bonus Targets for 2022

    | | AEIP FINANCIAL PERFORMANCE METRICS | THRESHOLD (50%) | TARGET (100%) | MAXIMUM (150%) | RESULT | WEIGHT | SAFETY PERFORMANCE MODIFIER (+/- 10%) | COMBINED RESULT | | | Renewable Energy Profit ($M) | | | | 0% | | | | | Renewable Energy | | | | | | | 0% | 0% | | | Renewable Energy Free Cash Flow ($M)* | | | | 0% | | | |

  51. How We Performed Against Annual Bonus Targets for 2022

    POWER. There were no named executives from the Power business for 2022.

  52. How We Performed Against Annual Bonus Targets for 2022

    | | AEIP FINANCIAL PERFORMANCE METRICS | THRESHOLD (50%) | TARGET (100%) | MAXIMUM (150%) | RESULT | WEIGHT | SAFETY PERFORMANCE MODIFIER (+/- 10%) | COMBINED RESULT | | | Power Profit ($M) | | | | 56% | | | | | Power | | | | | | | +5% | 108% | | | Power Free Cash Flow ($M)* | | | | 150% | | | |

  53. How We Performed Against Annual Bonus Targets for 2022

    | Non-GAAP Financial Measure. For information on how these metrics are calculated, see Explanation of Non-GAAP Financial Measures and Performance Metrics on page 75.* |

  54. Long-Term Incentive Compensation

    Long-Term Incentive Compensation As part of our annual compensation program, we use a mix of long-term incentive compensation awards: PSUs, RSUs and stock options. HOW WE DETERMINE AWARD MIX AND AMOUNTS. In determining award mix and amounts, the committee evaluates each executive’s overall compensation relative to the market for similar talent, the mix of cash versus equity as a percentage of the executive’s overall compensation, the executive’s expected future contribution to the success of the company and the retentive value of such awards. In 2022, our annual equity incentive awards for named executives other than Mr. Culp (who only received PSUs) were weighted approximately 50% as PSUs, 30% as stock options and 20% as RSUs. OUR CEO’S LONG-TERM INCENTIVE AWARDS ARE ENTIRELY PERFORMANCE-BASED. Since he was hired in 2018, all of Mr. Culp’s equity awards have been in the form of performance-based equity. By granting Mr. Culp solely performance-based equity, the committee has tied Mr. Culp’s compensation to long-term shareholder value creation.

  55. Performance Stock Units

    Performance Stock Units HOW OUR ANNUAL PSUs 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. In the first quarter of each year, the committee selects the performance metrics for our PSU awards to be granted that year. The 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 committee then monitors company performance against the performance metrics over the applicable performance period, and the 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. HOW WE SELECTED METRICS AND TARGETS FOR THE 2022 PSUs. The performance metrics and targets our 2022 PSUs were approved by the committee in February 2022, prior to the publication of last year’s proxy statement. See Shareholder Feedback on PSU Design on page 36 for a description of the changes we made to our 2023 PSUs is response to subsequent feedback from our shareholders. The annual PSU awards granted to the named executives in 2022 had a three-year period, based on 2022 adjusted earnings per share (50% weighting) and free cash flow (50% weighting) performance against target levels and subject to modification of +/- 20% based on three-year relative TSR performance versus the S&P 500 Industrials Index, with results interpolated for performance between threshold, target and maximum levels. The committee chose adjusted earnings per share and free cash flow as metrics to incentivize and focus management on both profitability and cash generation, which continue to be important financial priorities for GE. These are total company financial metrics that help align all company leaders that receive the PSUs with the same performance target, in contrast to the metrics used in our AEIP that for business unit employees are based on business-level performance. The 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. The target, threshold and maximum performance levels for each performance measure are set with reference to annual budgets for the total company that our CEO and CFO establish. In 2022, company performance was below the threshold level for adjusted earnings per share and free cash flow in the 2022 PSU awards, resulting in no PSUs being earned. Accordingly, the 2022 PSU awards were cancelled in February 2023 with no payout. SHAREHOLDER FEEDBACK ON OUR PSU DESIGN. In response to shareholder feedback, we adopted a new design for the PSU awards granted to named executives in 2023. These awards will vest over a three-year performance period with performance measured as the average of three consecutive one-year performance periods (2023, 2024 and 2025) against adjusted earnings per share (50% weighting) and free cash flow (50% weighting) targets, subject to modification of +/- 20% based on three-year relative TSR versus the S&P 500 Industrials Index, with results interpolated for performance between threshold, target and maximum. The committee believes this approach to average three consecutive performance years is responsive to shareholder feedback about the length of the PSU performance period and appropriate during the transitional period for the company today. The PSUs continue to use the total company performance metrics of adjusted earnings per share and free cash flow, which continue to be important measures for the company’s performance and, as total company metrics, are differentiated from the metrics applicable to business-level employees under the AEIP.

  56. Performance Stock Units

    | OUR PATH FORWARD | PLANS TO USE LONGER PERFORMANCE PERIODS FOLLOWING SPIN-OFF. It has been a challenge to set long-term financial targets while we have been in the midst of significant transformation into three independent public companies. After completion of the planned business separations, GE (which will be GE Aerospace at that time) plans to develop long-term incentive awards that include multi-year financial targets. We also anticipate that GE HealthCare and GE Vernova as standalone companies will do so as well, as ultimately will be determined by the compensation committees for those companies |

  57. How Our PSU Awards Performed Against Targets

    How Our PSU Awards Performed Against Targets 2020. The annual PSU awards granted to the named executives in 2020 used a three-year performance period based on GE’s relative TSR performance versus the S&P 500 Industrials Index, with results interpolated for performance between threshold, target and maximum.

  58. How Our PSU Awards Performed Against Targets

    | PERFORMANCE GOAL | THRESHOLD EARN 25% | TARGET EARN 100% | MAXIMUM EARN 175% | WEIGHTING | STATUS | | Relative TSR | | | | | 2020 PSUs HAD NO PAYOUT. The company did not achieve the threshold level of performance for the payout of these awards, and accordingly, in February 2023 the committee cancelled all 2020 PSUs with no payout. |

  59. How Our PSU Awards Performed Against Targets

    2021. The annual PSU awards granted to the named executives in 2021 used a three-year performance period based on GE’s 2021 adjusted earnings per share and total company free cash flow performance against target levels and subject to modification of +/- 20% based on three-year relative TSR versus the S&P 500 Industrials Index, with results interpolated for performance between threshold, target and maximum.

  60. How Our PSU Awards Performed Against Targets

    | PERFORMANCE GOAL | THRESHOLD EARN 25% | TARGET EARN 100% | MAXIMUM EARN 175% | WEIGHTING | STATUS | | Adjusted Earnings per Share* | | | | | 2021 PSUs REMAIN SUBJECT TO THREE-YEAR RELATIVE TSR. | | Total Company Free Cash Flow ($M)* | | | | | The 2021 PSUs performed above the maximum level for the adjusted earnings per share and free cash flow performance metrics. The awards remain subject to the three-year relative TSR modifier, which will determine the number of shares earned. | | Relative TSR | | | | +/- 20% modifier | Results will be certified by the committee in February 2024. |

  61. How Our PSU Awards Performed Against Targets

    PSU metrics for 2021 were set and reported here using our prior three-column financial statement metrics of GE Industrial earnings per share and GE Industrial free cash flow. 2022. The annual PSU awards granted to the named executives in 2022 used a three-year performance period based on GE’s 2022 adjusted earnings per share and total company free cash flow performance against target levels and subject to modification of +/- 20% based on three-year relative TSR versus the S&P 500 Industrials Index, with results interpolated for performance between threshold, target and maximum.

  62. How Our PSU Awards Performed Against Targets

    | PERFORMANCE GOAL | THRESHOLD EARN 25% | TARGET EARN 100% | MAXIMUM EARN 175% | WEIGHTING | STATUS | | Adjusted Earnings per Share* | | | | | 2022 PSUs HAD NO PAYOUT. The company did not achieve the threshold level of performance for either of the performance metrics for the payout of these awards, and accordingly in February 2023 the committee cancelled all 2022 PSUs with no payout. | | Total Company Free Cash Flow ($M)* | | | | | | | Relative TSR | | | | +/- 20% modifier | |

  63. How Our PSU Awards Performed Against Targets

    | Non-GAAP Financial Measure. For information on how these metrics are calculated, see Explanation of Non-GAAP Financial Measures and Performance Metrics on page 75.* |

  64. How Our PSU Awards Performed Against Targets

    OTHER PERFORMANCE STOCK UNIT AWARD. On January 3, 2022, Mr. Arduini became President and Chief Executive Officer of GE HealthCare, after joining GE as an employee in December 2021. In connection with becoming Chief Executive Officer of GE HealthCare, in February 2022, he received a PSU award (New Hire PSU Award). Mr. Arduini’s New Hire PSU Award is eligible to vest on March 1, 2025, in an amount between 0% and 150% of the target number of PSUs, based on the final average achievement of annual performance objectives set for each of 2022, 2023 and 2024. For 2022, the committee chose annual performance metrics, which consisted of HealthCare free cash flow (25% weighting), organic margin expansion (12.5% weighting), organic revenue growth (50% weighting) and profit (12.5% weighting), in each case with respect to the HealthCare business, subject to modification of +/- 10% for safety performance. The performance metrics and targets established for the 2022 performance year reflected GE HealthCare's status as a business within GE, rather than a standalone public company, and therefore aligned with GE's established metrics and targets for that business. GE HealthCare, as a standalone company, will determine performance metrics and targets for the remaining performance years. In January 2023, Mr. Arduini’s New Hire PSU Award was converted into GE HealthCare PSUs and remains subject to the performance conditions. RESTRICTED STOCK UNITS AND STOCK OPTIONS. 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. Stock options have value only to the extent that the price of GE stock rises between an award’s grant date and its exercise date. RSU awards reward and retain the named executives by offering them the opportunity to receive GE stock if they remain employed by the company on the date that an award’s restrictions lapse. 2022 RSUs AND STOCK OPTIONS. The annual awards of RSUs and stock options granted in 2022 will vest in two equal installments on the second and third anniversary of the grant date. OUR POLICY ON DIVIDEND EQUIVALENTS. Our awards of PSUs, performance shares and RSUs are entitled to receive dividend equivalents or dividends, as applicable, and such dividend equivalents or dividends are only paid out on the shares actually received by our named executives under the terms of such awards. Stock options are not entitled to receive any dividend equivalents or dividends.

  65. How Our PSU Awards Performed Against Targets

    | OUR PATH FORWARD | | TREATMENT OF OUTSTANDING EQUITY AWARDS WITH GE HEALTHCARE SPIN-OFF. In the GE HealthCare (GEHC) spin-off in January 2023, GE shareholders received a distribution of one share of GE HealthCare common stock for every three shares of GE common stock held. Because unvested equity awards held by GE employees were not eligible to receive a distribution of GEHC shares, the company made equitable adjustments designed to preserve the pre-spin-off value of those awards following the reduction in parent company stock price that occurs when a significant business is distributed to shareholders in a spin-off. In advance of the spin-off, the committee established conversion ratios to govern the adjustments that, depending on the type of award, either were based on a comparison of the pre-spin-off GE stock price to the post-spin-off GE and GEHC stock prices or were the same as the ratio used to establish the number of GEHC shares distributed to GE shareholders in the spin-off. The approach for these equitable adjustments was to align employees with their business assignments and roles relative to the spin-off: GEHC employees’ awards converted into GEHC awards; business-level GE employees continued to hold GE awards; and Corporate employees at GE received a combination of GE and GEHC awards, aligned with how GE shareholders received GEHC shares as a distribution on their existing GE shares in the spin-off. In each case, the approach was designed to preserve the pre-spin-off value of the relevant employee equity awards. The post-spin-off equity awards reflecting these equitable adjustments are generally subject to the same vesting conditions and other terms prior to the spin-off, except that (i) the annual 2021 PSU awards now held by GE employees will measure GE’s relative TSR for the remainder of the performance period by adding together the pre-spin-off and post-spin-off GE relative TSR as two discrete periods, and (ii) the annual 2021 PSU awards that converted to GEHC awards following the spin-off will vest at the end of the performance period based on the GE relative TSR performance up to the time of the spin-off. There were no changes to the terms of Mr. Culp’s Leadership Performance Shares granted on August 18, 2020, and Ms. Dybeck Happe’s Leadership PSUs granted on September 3, 2020, in connection with the spin-off, and pursuant to the terms of those awards the performance level achieved will be based on a weighted average of the GE and GEHC stock prices. |

  66. Annual CEO Pay Structure

    | ● | Salary. Upon his appointment as CEO, Mr. Culp’s salary was set at $2,500,000 under his 2018 employment agreement and (other than certain forfeitures of his salary in 2020 in connection with the COVID-19 pandemic) has not changed. | | ● | Bonus. Mr. Culp’s bonus target is set at 150% of salary and has not changed since his appointment as CEO. | | ● | Annual equity awards. Since becoming CEO in 2018, Mr. Culp’s employment agreement has provided for an annual equity grant with a grant date fair value of $15 million. For 2022, in response to prior shareholder feedback, the committee and Mr. Culp agreed to reduce his annual PSU award in March 2022 to a grant date fair value of $5 million. |

  67. Summary Compensation Table

    Summary Compensation Table

  68. Summary Compensation Table

    | NAME & PRINCIPAL POSITION | YEAR | SALARY | BONUS* | STOCK AWARDS | STOCK OPTION | NON-EQUITY INCENTIVE PLAN COMP. | CHANGE IN PENSION VALUE & DEFERRED COMP. | ALL OTHER COMP | SEC TOTAL | | H. Lawrence Culp, Jr. Chairman & CEO, GE and CEO, GE Aerospace | 2022 | $2,500,000 | $0 | $5,000,021 | $0 | $525,000 | $151,653 | $21,350 | $8,198,024 | | | 2021 | $2,500,000 | $4,200,000 | $14,999,996 | $0 | $0 | $943,153 | $20,300 | $22,663,449 | | | 2020 | $653,409 | 0 | $72,054,874 | $0 | $0 | $463,799 | $19,950 | $73,192,032 | | Carolina Dybeck Happe SVP & CFO | 2022 | $1,500,000 | $0 | $3,354,008 | $1,500,016 | $262,500 | $0 | $3,124,668 | $9,741,192 | | | 2021 | $1,500,000 | $2,100,000 | $3,602,609 | $1,499,998 | $0 | $351,465 | $1,415,986 | $10,470,058 | | | 2020 | $1,250,000 | $1,325,000 | $10,415,106 | $9,500,003 | $0 | $246,010 | $1,032,906 | $23,769,025 | | Peter Arduini SVP, GE and CEO, HealthCare | | | | | | | | | | | | 2022 | $1,250,000 | $0 | $6,135,961 | $2,099,996 | $890,625 | $0 | $120,520 | $10,497,102 | | John Slattery EVP & CCO Aerospace | 2022 | $1,250,000 | $0 | $4,024,812 | $1,800,006 | $1,462,500 | $105,114 | $138,843 | $8,781,275 | | | 2021 | $1,250,000 | $1,337,500 | $4,323,123 | $1,799,998 | $0 | $292,217 | $451,616 | $9,454,454 | | | 2020 | $588,768 | $1,375,000** | $2,097,221 | $2,399,998 | $0 | $87,815 | $4,685,336 | $11,234,138 | | Russell Stokes SVP, GE & CEO Commercial Engines & Services | 2022 | $1,400,000 | $0 | $2,549,063 | $1,140,001 | $1,652,000 | $3,217 | $113,422 | $6,857,703 | | | 2021 | $1,400,000 | $1,456,000 | $2,521,819 | $1,050,001 | $0 | $2,733 | $89,211 | $6,519,764 | | | 2020 | $1,400,000 | $1,300,000 | $7,267,127 | $1,050,002 | $0 | $5,919,977 | $89,573 | $17,026,679 |

  69. Summary Compensation Table

    | For 2022, we reported AEIP bonuses paid to our named executives under “Non-Equity Incentive Plan Compensation”, as they were based on predetermined performance measures without the use of discretion. AEIP bonuses paid to our named executives in 2020 and 2021 are under this “Bonus” column.* | | Includes $1.0 million signing bonus for Mr. Slattery, pursuant to his offer letter agreement.** |

  70. Summary Compensation Table

    SALARY. Base salaries for our named executives. Each of the named executives contributed a portion of his or her salary to the GE Retirement Savings Plan (GE RSP), the company’s 401(k) savings plan. Mr. Culp voluntarily forfeited 74% of his salary for 2020, in light of the business challenges resulting from the COVID-19 pandemic. See Base Salaries on page 31 for more information. BONUS. Amounts earned under the AEIP in 2020 and 2021. For amounts earned under the AEIP in 2022, see Non-Equity Incentive Plan Compensation. See Annual Executive Incentive Plan on page 31 for additional information on the AEIP program. STOCK AWARDS. Aggregate grant date fair value of stock awards in the form of PSUs and RSUs, and in the case of Mr. Culp, performance shares, granted in the years shown. Generally, the aggregate grant date fair value is the amount that the company expects to expense for accounting purposes over the award’s vesting schedule and does not correspond to the actual value that the named executives will realize from the award. In particular, the actual value of PSUs and performance shares received are different from the accounting expense because it depends on performance. For example, as described on page 37, the 2020 and 2022 PSU grants were cancelled by the committee and as a result, none of our named executives received a payout for these awards. When PSUs awards are cancelled, GE does not adjust the related amounts previously reported as compensation in the year of the PSU award to reflect the cancellation. In accordance with SEC rules, the aggregate grant date fair value of the 2022 PSUs and the 2022 portion of Mr. Arduini’s New Hire PSU Award is calculated based on the most probable outcome of the performance conditions as of the grant date, which was less than maximum performance. If the most probable outcome of the performance conditions on the grant date had been maximum performance, then the grant date fair value of the 2022 PSUs would have been as follows: Culp ($7,818,428), Dybeck Happe ($3,887,734), Arduini ($7,603,440), Slattery ($4,665,328), and Stokes ($2,954,684) and the grant date fair value of the New Hire PSU Award would have been $2,160,517. Portions of Mr. Arduini’s New Hire PSU Award are tied to performance goals for 2023 and 2024 that were not set at the time of the grant, and in accordance with SEC rules, no value was estimable for those portions at the time of the grant. A fair value for those portions will be disclosed in future years once the targets are known and the value is estimable. See the 2022 Grants of Plan-Based Awards Table on page 44 for additional information for PSUs and RSUs granted in 2022. STOCK OPTIONS. Aggregate grant date fair value of option awards granted in the years shown. These amounts reflect the company’s accounting expense and do not correspond to the actual value that the named executives will realize. For information on the assumptions used in valuing a particular year’s grant, see the note on Share-Based Compensation in GE’s financial statements in our annual report on Form 10-K for 2022. See the 2022 Grants of Plan-Based Awards Table on page 44 for additional information on 2022 grants. NON-EQUITY INCENTIVE PLAN COMPENSATION. Amounts earned under the AEIP for 2022. See the 2022 Grants of Plan-Based Awards Table on page 44 and 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.

  71. Summary Compensation Table

    | NAME | CHANGE IN PENSION VALUE | ABOVE MARKET EARNINGS | | Culp | $151,653 | $0 | | Dybeck Happe | $0 | $0 | | Arduini | $0 | $0 | | Slattery | $105,114 | $0 | | Stokes | $0 | $3,217 |

  72. 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 49 for additional information, including the present value assumptions used in this calculation. Above-market earnings represent the difference between market interest rates calculated under SEC rules and the 6% to 14% interest contingently credited by the company on salary that the named executives deferred under various executive deferred salary programs in effect between 1991 and 2022. See Deferred Compensation on page 47 for additional information. ALL OTHER COMP. We provide our named executives with other benefits that we believe are reasonable, competitive and consistent with our overall executive compensation program. The costs of these benefits for 2022, minus any reimbursements by the named executives, are shown in the table below.

  73. Summary Compensation Table

    | NAME | LIFE INSURANCE PREMIUMS | COMPANY CONTRIBUTIONS TO SAVINGS PLANS | COMPANY CREDITS TO RESTORATION PLAN | RELOCATION AND EXPATRIATE BENEFITS | RELOCATION AND EXPATRIATE TAX BENEFITS | OTHER | TOTAL | | Culp | $0 | $21,350 | $0 | $0 | $0 | $0 | $21,350 | | Dybeck Happe | $0 | $9,150 | $0 | $429,913 | $2,664,677 | $20,928 | $3,124,668 | | Arduini | $0 | $21,350 | $74,970 | $0 | $0 | $24,200 | $120,520 | | Slattery | $0 | $21,350 | $0 | $69,164 | $44,651 | $3,678 | $138,843 | | Stokes | $83,521 | $19,825 | $0 | $0 | $0 | $10,076 | $113,422 |

  74. 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 2X their annual pay (salary plus most recent bonus). As of January 1, 2018, these plans were closed to new employees and employees who were not already employed at the relevant band level, including Messrs. Culp, Slattery, Arduini and Ms. Dybeck Happe. Company Contributions to Savings Plans. Represents GE’s matching contributions to the named executives’ RSP accounts equaling up to 4% of eligible pay, and automatic contributions equaling 3% of eligible pay, up to the caps imposed under IRS rules. The GE RSP was split into two plans effective January 1, 2023 – one maintained by GE HealthCare, and one maintained by GE. Mr. Arduini’s RSP benefits were allocated to the GE HealthCare Retirement Savings Plan and the other named executives remained in the GE RSP. We anticipate splitting the GE RSP again in anticipation of the planned spin-off of GE Vernova. Company Credits to Restoration Plan. Represents GE’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. Relocation and Expatriate Benefits. Expenses for relocating the named executives and their families in connection with their hiring from outside GE. With respect to Ms. Dybeck Happe, this amount includes expenses for relocating her and her family from Sweden to GE’s headquarters in Boston in 2020 and continued residence outside her home country, which includes the following: (1) housing and utilities ($275,000), (2) educational support for her children ($142,430), (3) tax preparation services and (4) other relocation benefits. With respect to Mr. Slattery, this amount includes the benefits provided to him in connection with his relocation from Ireland to GE Aerospace’s headquarters in Cincinnati, which consists of: educational support for his children ($69,164). Relocation and international assignment benefits, such as those provided to Ms. Dybeck Happe and Mr. Slattery, allow us to recruit the best executives from all over the world, regardless of where they are based. Relocation and Expatriate Tax Benefits. Tax benefits provided in connection with new hire relocations and international assignments. For Ms. Dybeck Happe, these benefits are pursuant to her employment agreement, and in 2022, include the following: (1) tax equalization payments ($1,525,298 ) intended to ensure that Ms. Dybeck Happe is not put in a disadvantaged tax position as a result of her position with GE in the United States, (2) taxes paid in connection with relocation benefits ($334,185), and (3) tax gross-up payments related to the tax benefits ($805,194). Tax benefits were higher in 2022 for Ms. Dybeck Happe partially because they related to multiple tax years. Benefits for Mr. Slattery included taxes paid in connection with relocation benefits ($44,651). Other. Total amount of other benefits provided, none of which individually exceeded the greater of $25,000 or 10% of the total amount of personal benefits for the named executive. These other benefits included items such as: (1) car service fees; (2) certain expenses associated with the named executives’ and their invited guests’ attendance at sporting events; (3) transition credits related to participation in the GE Pension Plan; (4) annual physical examinations; (5) legal and professional fees and (6) incremental costs associated with personal use of aircraft and travel by guests accompanying the executive on business travel on a company-leased aircraft, such as for catering. Our named executives are permitted to use an aircraft that is leased by the company for personal use, but, to the extent the named executives engaged in such use during 2022, all such use was reimbursed to the company at rates sufficient to cover the variable costs associated with those flights, other than certain incremental costs as noted above and reported under this item. In addition, the company engages in certain sponsorships and purchases tickets to sporting events in advance for the purposes of customer entertainment. Occasionally, tickets from sponsorship agreements or unused tickets purchased for customer entertainment are made available for personal use by the named executives or other employees. These tickets typically result in no incremental cost to the company. SEC Total. Total compensation, as determined under SEC rules.

  75. 2022 Grants of Plan-Based Awards Table

    2022 Grants of Plan-Based Awards Table The following table shows bonuses under our AEIP, and awards of RSUs, PSUs and stock options granted to our named executives in 2022. These awards were approved under the GE 2007 Long-Term Incentive Plan, a plan that shareholders approved in 2007, 2012 and 2017 (the 2007 LTIP). In 2022, our shareholders approved the GE 2022 Long-Term Incentive Plan (the 2022 LTIP), which replaced the 2007 LTIP. For more information on each of the award types, see Long-Term Incentive Compensation on page 36. This table includes PSU awards granted in 2022, which were cancelled without payout as a result of below-threshold performance. This table does not take into account the treatment of outstanding equity awards in 2023 in connection with the GE HealthCare spin-off. See Treatment of Outstanding Equity Awards with GE HealthCare Spin-Off on page 38 for additional details.

  76. 2022 Grants of Plan-Based Awards Table

    | | | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | ESTIMATED FUTURE PAYOUTS UNDER PSUs | | | RESTRICTED STOCK UNITS (#) | STOCK OPTIONS (#) | OPTION EXERCISE PRICE | GRANT DATE FAIR VALUE OF AWARDS | | NAME | GRANT DATE | APPROVAL DATE | AWARD TYPE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | | | | | | Culp | | | AEIP | $93,750 | $3,750,000 | $5,625,000 | | | | | | | | | | 3/21/2022 | 3/6/2022 | Annual Equity | | | | 5,542 | 55,424 | 96,992 | | | | $5,000,021 | | Dybeck Happe | | | AEIP | $46,875 | $1,875,000 | $2,812,500 | | | | | | | | | | 3/1/2022 | 2/23/2022 | Annual Equity | | | | 2,824 | 28,238 | 49,417 | | | | $2,499,967 | | | 3/1/2022 | 2/11/2022 | Annual Equity | | | | | | | 10,317 | | | $854,041 | | | 3/1/2022 | 2/11/2022 | Annual Equity | | | | | | | | 45,032 | $92.33 | $1,500,016 | | Arduini | | | AEIP | $0 | $1,562,500 | $2,343,750 | | | | | | | | | | 2/23/2022 | 2/23/2022 | New Hire | | | | 0 | 17,316 | 25,974 | | | | $1,440,345 | | | 3/1/2022 | 2/23/2022 | Annual Equity | | | | 3,953 | 39,534 | 69,185 | | | | $3,500,024 | | | 3/1/2022 | 2/11/2022 | Annual Equity | | | | | | | 14,443 | | | $1,195,592 | | | 3/1/2022 | 2/11/2022 | Annual Equity | | | | | | | | 63,044 | $92.33 | $2,099,996 | | Slattery | | | AEIP | $31,250 | $1,250,000 | $1,875,000 | | | | | | | | | | 3/1/2022 | 2/23/2022 | Annual Equity | | | | 3,389 | 33,886 | 59,301 | | | | $2,999,995 | | | 3/1/2022 | 2/11/2022 | Annual Equity | | | | | | | 12,380 | | | $1,024,816 | | | 3/1/2022 | 2/11/2022 | Annual Equity | | | | | | | | 54,038 | $92.33 | $1,800,006 | | Stokes | | | AEIP | $35,000 | $1,400,000 | $2,100,000 | | | | | | | | | | 3/1/2022 | 2/23/2022 | Annual Equity | | | | 2,146 | 21,461 | 37,557 | | | | $1,899,985 | | | 3/1/2022 | 2/11/2022 | Annual Equity | | | | | | | 7,841 | | | $649,078 | | | 3/1/2022 | 2/11/2022 | Annual Equity | | | | | | | | 34,224 | $92.33 | $1,140,001 |

  77. 2022 Outstanding Equity Awards at Fiscal Year-End Table

    2022 Outstanding Equity Awards at Fiscal Year-End Table The following table shows the named executives’ stock and option grants as of year-end. It includes unexercised stock options awards (vested and unvested), RSUs, performance shares and PSUs for which vesting conditions were not yet satisfied as of December 31, 2022. The table does not include PSU awards granted in 2020 and 2022, which were cancelled without payout as a result of below-threshold performance. This table does not take into account the treatment of outstanding equity awards in 2023 in connection with the GE HealthCare spin-off. See Treatment of Outstanding Equity Awards with GE HealthCare Spin-Off on page 38 for additional details.

  78. 2022 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 | VESTING SCHEDULE | | Culp | 8/18/2020 | Performance Shares | 1,742,879 | | | | $146,035,831 | 100% in 2024, subject to performance | | | 3/1/2021 | PSUs | 256,429 | | | | $21,486,186 | 100% in 2024, subject to performance | | Dybeck Happe | 3/2/2020 | Options | 51,090 | 25,545 | $89.68 | 3/2/2030 | $0 | 100% in 2023 | | | 3/2/2020 | Options | 257,732 | 0 | $89.68 | 3/2/2030 | $0 | 100% in 2024 | | | 3/2/2020 | RSUs | 5,102 | | | | $427,497 | 100% in 2023 | | | 9/3/2020 | PSUs | 205,110 | | | | $17,186,167 | 100% in 2025, subject to performance | | | 3/1/2021 | Options | 36,266 | 0 | $104.88 | 3/1/2031 | $0 | 50% in 2023 and 2024 | | | 3/1/2021 | PSUs | 42,739 | | | | $3,581,101 | 100% in 2024, subject to performance | | | 3/1/2021 | RSUs | 10,513 | | | | $880,884 | 50% in 2023 and 2024 | | | 3/1/2022 | Options | 45,032 | 0 | $92.33 | 3/1/2032 | $0 | 50% in 2024 and 2025 | | | 3/1/2022 | RSUs | 10,317 | | | | $864,461 | 50% in 2024 and 2025 | | Arduini | 2/23/2022 | PSUs | 17,316 | | | | $1,450,908 | 100% in 2025, subject to performance | | | 3/1/2022 | Options | 63,044 | 0 | $92.33 | 3/1/2032 | $0 | 50% in 2024 and 2025 | | | 3/1/2022 | RSUs | 14,443 | | | | $1,210,179 | 50% in 2024 and 2025 | | Slattery | 7/13/2020 | Options | 67,446 | 44,964 | $53.60 | 7/13/2030 | $2,036,195 | 100% in 2023 | | | 9/2/2020 | Options | 42,938 | 21,469 | $51.52 | 9/2/2030 | $1,385,609 | 100% in 2023 | | | 9/2/2020 | RSUs | 5,796 | | | | $485,647 | 100% in 2023 | | | 3/1/2021 | Options | 43,520 | 0 | $104.88 | 3/1/2031 | $0 | 50% in 2023 and 2024 | | | 3/1/2021 | PSUs | 51,286 | | | | $4,297,254 | 100% in 2024, subject to performance | | | 3/1/2021 | RSUs | 12,616 | | | | $1,057,095 | 50% in 2023 and 2024 | | | 3/1/2022 | Options | 54,038 | 0 | $92.33 | 3/1/2032 | $0 | 50% in 2024 and 2025 | | | 3/1/2022 | RSUs | 12,380 | | | | $1,037,320 | 50% in 2024 and 2025 | | Stokes | 9/13/2013 | Options | 16,256 | 16,256 | $182.88 | 9/13/2023 | $0 | Fully Vested | | | 9/05/2014 | Options | 32,512 | 32,512 | $200.72 | 9/5/2024 | $0 | Fully Vested | | | 9/11/2015 | Options | 15,216 | 15,216 | $191.92 | 9/11/2025 | $0 | Fully Vested | | | 9/9/2016 | Options | 19,508 | 19,508 | $231.60 | 9/9/2026 | $0 | Fully Vested | | | 9/6/2017 | Options | 26,010 | 26,010 | $191.68 | 9/6/2027 | $0 | Fully Vested | | | 1/29/2018 | Options | 65,024 | 65,024 | $125.20 | 1/29/2028 | $0 | Fully Vested | | | 3/19/2019 | Options | 36,972 | 36,972 | $81.52 | 3/19/2029 | $83,926 | Fully Vested | | | 3/2/2020 | Options | 35,763 | 17,881 | $89.68 | 3/2/2030 | $0 | 100% in 2023 | | | 3/2/2020 | RSUs | 3,571 | | | | $299,214 | 100% in 2023 | | | 9/3/2020 | RSUs | 96,451 | | | | $8,081,629 | 50% in 2023 and 2024 | | | 3/1/2021 | Options | 25,386 | 0 | $104.88 | 3/1/2031 | $0 | 50% in 2023 and 2024 | | | 3/1/2021 | PSUs | 29,918 | | | | $2,506,829 | 100% in 2024, subject to performance | | | 3/1/2021 | RSUs | 7,360 | | | | $616,694 | 50% in 2023 and 2024 | | | 3/1/2022 | Options | 34,224 | 0 | $92.33 | 3/1/2032 | $0 | 50% in 2024 and 2025 | | | 3/1/2022 | RSUs | 7,841 | | | | $656,997 | 50% in 2024 and 2025 |

  79. 2022 Outstanding Equity Awards at Fiscal Year-End Table

    MARKET VALUE. The market value of awards of RSUs, performance shares and PSUs is calculated by multiplying the closing price of GE stock as of December 31, 2022 ($83.79) (the last trading day for the year) by the number of shares underlying each award. With respect to the Leadership Performance Shares granted to Mr. Culp on August 18, 2020, and the Leadership PSUs granted to Ms. Dybeck Happe on September 3, 2020, this value assumes satisfaction of the maximum-level payout for the awards. With respect to the 2021 PSU awards, this value assumes satisfaction of the maximum-level payout for the awards. With respect to Mr. Arduini’s New Hire PSU Award, this value reflects target-level payout for the awards. For options, the market value is calculated by multiplying the number of shares underlying each award by the spread between the awards exercise price and the closing price of GE stock as of December 31, 2022. VESTING SCHEDULE. Options vest on the anniversary of the grant date in the years shown in the table. See Potential Termination Payments on page 51 regarding events which may result in acceleration of unvested options. RSUs vest on the anniversary of the grant date in the years shown in the table. See Potential Termination Payments on page 51 regarding events which may result in acceleration of unvested RSUs. Leadership Performance Shares and Leadership PSUs vest on the anniversary of the grant date in the years shown in the table, solely to the extent that the performance conditions have been achieved at a level to be paid out, as certified by the committee. See Potential Termination Payments on page 51 for additional details regarding events which may result in acceleration of the Leadership Performance Shares and Leadership PSUs. Other PSUs vest at the beginning of the year indicated when the committee certifies the level at which the performance metrics have been achieved, unless otherwise stated. For further detail on the terms and conditions of the PSU awards, see Long-Term Incentive Compensation on page 36. See Potential Termination Payments on page 51 regarding events which may result in earlier service-based vesting for the 2021 PSU awards and Mr. Arduini’s New Hire PSU Award, subject to satisfaction of performance conditions.

  80. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table shows the number of shares the named executives acquired and the values they realized upon the vesting of RSU awards during 2022. During the year, none of the named executives exercised stock options and none had PSU or performance share awards that were earned, and all of the named executives, other than Messrs. Culp and Arduini, had RSU awards that vested. Values are shown before payment of any applicable withholding taxes or brokerage commissions. Executives that remain employed by GE are required to hold the stock that they receive following the exercise of stock options (less those shares that are withheld to satisfy the exercise price and pay taxes) for at least a year following exercise, regardless of whether their stock ownership requirements have been met. Continuing executives also cannot sell any stock they receive as the result of the vesting of awards of RSUs or PSUs (less those shares that are withheld to pay taxes) until they have satisfied their stock ownership requirement. See Stock Ownership and Equity Grant Policies on page 57. The 2021 PSU grants and the 2022 RSU grants are also subject to a one-year holding requirement following settlement, regardless of whether the executive has met his or her stock ownership requirements.

  81. Option Exercises and Stock Vested Table

    | | OPTION AWARDS | | PSUs & RSUs* | | | NAME | 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 | | Dybeck Happe | 0 | $0 | 5,103 | $479,784 | | Arduini | 0 | $0 | 0 | $0 | | Slattery | 0 | $0 | 5,796 | $424,441 | | Stokes | 0 | $0 | 9,717 | $908,389 |

  82. Option Exercises and Stock Vested Table

    | Subject to stock ownership requirement for continuing executives; dollar amount represents pre-tax value realized on vesting.* |

  83. 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, 2022. No withdrawals or distributions from these plans were made in 2022.

  84. Nonqualified Deferred Compensation Table

    | | | | AGGREGATE EARNINGS IN LAST FISCAL YEAR | | | | AGGREGATE BALANCE AT LAST FISCAL YEAR-END | | | | NAME | EXECUTIVE CONTRIBUTIONS IN 2022 | COMPANY CREDITS IN 2022 | DEFERRED BONUS PROGRAM | | DEFERRED SALARY PROGRAM | GE RESTORATION PLAN | DEFERRED BONUS PROGRAM | DEFERRED SALARY PROGRAM | GE RESTORATION PLAN | | Culp | $0 | N/A | –$ | 376,275 | N/A | N/A | $1,693,625 | N/A | N/A | | Dybeck Happe | $0 | N/A | | 0 | N/A | N/A | $0 | N/A | N/A | | Arduini | $0 | $74,970 | | 0 | N/A | $0 | $0 | N/A | $74,970 | | Slattery | $0 | N/A | | 0 | N/A | N/A | $0 | N/A | N/A | | Stokes | $0 | N/A | | 107 | $8,210 | N/A | $3,716 | $104,799 | N/A |

  85. Nonqualified Deferred Compensation Table

    EXECUTIVE CONTRIBUTIONS IN 2022. Amounts represent compensation deferred during 2022. COMPANY CREDITS IN 2022. Amounts represent accrued company credits in the GE Restoration Plan in 2022. AGGREGATE EARNINGS IN 2022. Reflects earnings on each type of deferred compensation listed in this section that were credited to the named executives’ deferred compensation account during 2022. 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, 2022; minus that amount as of December 31, 2021; minus any contributions during the year. See the Summary Compensation Table on page 42 for the above-market portion of these earnings in 2022. AGGREGATE BALANCE AT DECEMBER 31, 2022. The fiscal year-end balance reported in the table above includes $2.1 million for deferred bonus for Mr. Culp that was previously reported in the Summary Compensation Table and $3,610 for deferred bonus and $96,589 for deferred salary for Mr. Stokes that were previously reported in the Summary Compensation Table.

  86. Pension Benefits

    Pension Benefits The company provides retirement benefits to certain named executives based in the United States under the same GE Pension Plan and GE Supplementary Pension Plan in which other eligible U.S. employees participate. The GE 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.

  87. Executive Retirement Benefit

    Executive Retirement Benefit BENEFIT FORMULA. A named executive’s Executive Retirement Benefit will equal 18% of his or her earnings credited for retirement benefits for each year of credited service as a GE Officer (as defined in the GE Supplementary Pension Plan), plus 14% of such earnings for each year of credited service as an Executive Director or Senior Executive Director and 10% of such earnings for each year of credited service as an Executive. The earnings credited for retirement benefits are the named executive’s average annual compensation (base salary and bonus) for the highest 36 consecutive months out of the last 120 months prior to retirement. TIME AND FORM OF PAYMENT. The Executive Retirement Benefit would be provided to Messrs. Culp and Slattery and Ms. Dybeck Happe after retirement as 10 equal annual installment payments and could not be received in a lump sum. Mr. Stokes also began accruing an Executive Retirement Benefit beginning January 1, 2021, when he stopped accruing additional Supplementary Pension benefits. Executives eligible for this benefit may retire at age 60 but are subject to a reduction in benefits of up to 25% for retirement prior to age 65.

  88. Pension Benefits Table

    Pension Benefits Table The table below shows the present value of the accumulated benefit as of December 31, 2022, for the named executives under each plan, as calculated based upon the assumptions described below. Although SEC rules require us to show this present value, the named executives are not entitled to receive these amounts in a lump sum. None of the named executives received a payment under these plans in 2022.

  89. Pension Benefits Table

    | | | PRESENT VALUE OF ACCUMULATED BENEFIT | | | | | | NAME | NUMBER OF YEARS CREDITED SERVICE | PENSION PLAN | SUPPLEMENTARY PENSION PLAN | EXECUTIVE RETIREMENT BENEFIT | EXCESS BENEFITS PLAN | PAYMENT DURING LAST FISCAL YEAR | | Culp | 4 | N/A | N/A | $2,614,456 | N/A | $0 | | Dybeck Happe | 3 | N/A | N/A | $499,591 | N/A | $0 | | Arduini* | 15 | $488,539 | N/A | N/A | $0 | $0 | | Slattery | 2 | N/A | N/A | $485,146 | N/A | $0 | | Stokes** | 24 | $846,376 | $8,150,048 | $409,652 | $0 | $0 |

  90. Pension Benefits Table

    | Mr. Arduini’s pension benefits reflect his accrued benefits from his prior employment with GE. Mr. Arduini’s credited service is limited to 15 years under the Pension Plan, from his prior employment with GE before future accruals stopped effective January 1, 2021. Mr. Arduini forfeited the Supplementary Pension he previously accrued when he left GE in 2005, prior to satisfying the vesting conditions.* | | Mr. Stokes’s credited service is limited to 24 years under the Pension Plan and the Supplementary Pension benefit, as no future accruals of those benefits are permitted effective January 1, 2021. For purposes of the Executive Retirement Benefit, Mr. Stokes’s credited service is limited to his service on and after January 1, 2021 (two years as of December 31, 2022).** |

  91. Pension Benefits Table

    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, 2022. 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. For Messrs. Culp and Slattery and Ms. Dybeck Happe this is age 65, for Mr. Stokes, this is age 60 for the Pension Plan and the Supplementary Pension benefit and age 65 for the Executive Retirement Benefit, and for Mr. Arduini, this is age 60 for the Pension Plan. The present value calculation for Mr. Arduini’s Supplementary Pension does not include the amount he previously accrued and forfeited when he left GE in 2005, prior to satisfying the vesting conditions. We also assume that benefits are payable under the available forms of annuity consistent with the assumptions described in the Postretirement Benefit Plans notes in GE’s financial statements in our Annual Report on Form 10-K 2022, including the statutory discount rate assumption of 5.53% for the GE Pension Plan and 5.50% for the GE Supplementary Pension Plan and GE Excess Benefits 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 GE’s experience and factoring in projected generational improvements.

  92. Pension Benefits

    Pension Benefits Pension Benefits on page 49 describes the general terms of each pension plan in which the named executives participate, the years of credited service and the present value of their accumulated pension benefit (assuming payment begins at age 60 or 65, as noted above). The table below shows the pension benefits that would have become payable if the named executives had died, become disabled, voluntarily terminated or retired as of December 31, 2022. In the event of death before retirement, for Messrs. Culp, Slattery and Stokes and Ms. Dybeck Happe, each of their respective beneficiaries may receive the following benefit:

  93. Pension Benefits

    | ● | Executive Retirement Benefit. 10 equal annual installments of his or her accrued benefit, reduced by up to 25% for commencement before attaining age 65. |

  94. Pension Benefits

    For Messrs. Stokes and Arduini, their surviving spouse may receive the following pension benefits:

  95. Pension Benefits

    | ● | Pension Plan. Because Messrs. Stokes and Arduini (accounting for Mr. Arduini’s prior service) have more than 15 years of service, either an annuity, as if they had retired and elected the spousal 50% joint and survivor annuity option prior to death, or an immediate lump-sum payment based on five years of pension distributions, in each case based upon the accrued benefit. (See Impact of GE HealthCare Spin-Off on Pension Plans for information regarding the impact of the GE HealthCare Spin-Off on Mr. Arduini’s benefit under the Pension Plan.) |

  96. Pension Benefits

    For Mr. Stokes, his surviving spouse may receive the following pension benefits:

  97. Pension Benefits

    | ● | Supplementary Pension Benefit. Because Mr. Stokes has more than 15 years of service, a lump-sum payment based on whichever of the following has a higher value: (1) the 50% survivor annuity that the spouse would have received under this plan if Mr. Stokes had retired and elected the spousal 50% joint and survivor annuity option prior to death, or (2) five years of pension distributions under this plan. |

  98. Pension Benefits

    The amounts payable depend on several factors, including employee contributions and the ages of the named executive and surviving spouse. In the event a disability occurs before retirement: For Messrs. Culp and Slattery and Ms. Dybeck Happe, they may receive 10 equal annual installments of their accrued Executive Retirement Benefit, reduced by up to 25% for commencement before attaining age 65, but only once they have attained 15 years of service. For Mr. Arduini, having more than 15 years of service (accounting for his prior service), he could have received an annuity payment of accrued GE Pension benefits. Mr. Stokes, having more than 15 years of service, may receive an annuity payment of accrued GE Pension and Supplementary Pension benefits, and 10 equal annual installments of his Executive Retirement Benefit.

  99. POTENTIAL TERMINATION PAYMENTS TABLE (PENSION BENEFITS)

    POTENTIAL TERMINATION PAYMENTS TABLE (PENSION BENEFITS)

  100. 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 | $331,018 | N/A | $0 | N/A | | Dybeck Happe | N/A | $104,273 | N/A | $0 | N/A | | Arduini | N/A | $17,938 | 38,709 | $35,610 | N/A | | Slattery | N/A | $82,471 | N/A | $0 | N/A | | Stokes | $6,501,541 | $130,432 | $1,116,170 | $90,676 | N/A |

  101. POTENTIAL TERMINATION PAYMENTS TABLE (PENSION BENEFITS)

    | Annual amounts shown for Messrs. Culp and Slattery and Ms. Dybeck Happe are payable in 10 installments as the Executive Retirement Benefit. Annual amounts shown upon death or disability for Mr. Stokes are annuity payments applicable to GE Pension Plan and Supplementary Pension participants, except that $81,047 of such amount is payable in 10 installments as the Executive Retirement Benefit. Annual amounts shown upon death or disability for Mr. Arduini are annuity payments applicable to GE Pension Plan participants. Annual amounts shown upon voluntary termination for Messrs. Stokes and Arduini are annuity payments applicable to GE Pension Plan participants.* |

  102. POTENTIAL TERMINATION PAYMENTS TABLE (PENSION BENEFITS)

    LUMP SUM UPON DEATH. Lump sum payable to the surviving spouse after death. A lump sum is not available to the surviving spouse of Messrs. Culp and Slattery and Ms. Dybeck Happe under the terms of the Executive Retirement Benefit. For Mr. Stokes, the lump sum represents the Supplementary Pension benefit payable in the event of death. There is no lump sum for Mr. Arduini since he is not eligible for the Supplementary Pension. ANNUAL BENEFITS UPON DEATH. For Messrs. Culp and Slattery and Ms. Dybeck Happe, 10 annual installment payments as the Executive Retirement Benefit. For Mr. Arduini, the annual amount is payable for the life of the surviving spouse as the GE Pension Plan benefit. For Mr. Stokes, the annual amount is payable for the life of the surviving spouse as the GE Pension Plan benefit, except that $81,047 of such amount is payable in 10 annual installments as the Executive Retirement Benefit. ANNUAL BENEFITS UPON DISABILITY. Messrs. Culp and Slattery, and Ms. Dybeck Happe would not be eligible for disability benefits because they do not yet have 15 years of service. For Mr. Arduini, the annual amount includes the 50% joint and survivor annuity as the GE Pension Plan benefits. For Mr. Stokes, the annual amount includes the 50% joint and survivor annuity as the GE Pension Plan and Supplementary Pension benefits, except that $81,047 of such amount is payable in 10 annual installment payments as the Executive Retirement Benefit, in each case commencing after disability. ANNUAL BENEFITS UPON VOLUNTARY TERMINATION. For Messrs. Stokes and Arduini, the annual amount includes the 50% joint and survivor annuity payable at age 60 under the GE Pension Plan; this does not include any payments under the GE Supplementary Pension Plan (either the Supplementary Pension benefit or the Executive Retirement Benefit) because they are forfeited upon voluntary termination before age 60. ANNUAL BENEFITS UPON RETIREMENT. None of the named executives are eligible to retire.

  103. CEO Pay Ratio

    CEO Pay Ratio HOW WE IDENTIFIED THE MEDIAN EMPLOYEE. After determining that, as of December 31, 2022, 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 for purposes of our 2021 pay ratio disclosure. To identify the median employee, we identified our total employee population as of December 31, 2021, 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, 2021. RATIO OF CEO PAY TO MEDIAN EMPLOYEE PAY. Our median employee earned $49,947 in total compensation for 2022. The total 2022 compensation reported for Mr. Culp as reported under SEC Total in the Summary Compensation Table on page 42 was $8,198,024. Based upon total compensation for 2022, we calculated that our ratio of CEO to median employee pay was 164 to 1. Our median employee is employed in France in our Power business.

  104. CEO Pay Ratio

    | These 76 countries and their headcounts as of the calculation date were: Algeria (321), Angola (23), Argentina (310), Austria (444), Azerbaijan (4), Bahrain (45), Bangladesh (56), Belgium (215), Benin (8), Bermuda (2), Bulgaria (17), Cambodia (3), Cameroon (7), Chad (1), Chile (190), Colombia (274), Côte d’Ivoire (49), Croatia (515), Czechia (536), Denmark (647), Ecuador (2), Egypt (420), Estonia (12), Ethiopia (9), Georgia (2), Ghana (33), Greece (179), Hong Kong (123), Iraq (101), Jordan (28), Kazakhstan (56), Kenya (96), Kosovo (7), Kuwait (70), Kyrgyzstan (3), Latvia (7), Lebanon (39), Libya (12), Lithuania (10), Luxembourg (4), Mali (1), Mauritius (3), Mongolia (3), Montenegro (5), Morocco (94), Mozambique (3), Myanmar (10), Nepal (5), Netherlands (625), New Zealand (53), Nigeria (159), Oman (16), Pakistan (152), Panama (19), Peru (95), Philippines (105), Portugal (127), Qatar (112), Romania (619), Senegal (4), Serbia (36), Slovakia (38), South Africa (473), Sri Lanka (10), Sweden (583), Tajikistan (8), Tanzania (1), Thailand (275), Trinidad and Tobago (3), Tunisia (77), Turkmenistan (10), Ukraine (41), Uruguay (1), Uzbekistan (3), Venezuela (1), and Zambia (1), for a total of 8,651 employees. As of December 31, 2021, using the methodology required by the rule governing this disclosure, GE had approximately 58,000 U.S. employees and approximately 123,000 employees in other countries, for a total of approximately 181,000 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 the Overview of Our Incentive Compensation Program section of this proxy statement. 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

    | | | | AVERAGE SUMMARY | AVERAGE | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | YEAR (a)(1) | SUMMARY COMPENSATION TABLE FOR PEO (b)(1) | COMPENSATION ACTUALLY PAID TO PEO (c)(1)(2) | COMPENSATION TABLE TOTAL FOR NON-PEO NAMED EXECUTIVES (d)(1) | COMPENSATION ACTUALLY PAID TO NON-PEO NAMED EXECUTIVES (e)(1)(2) | TOTAL SHAREHOLDER RETURN (f) | PEER GROUP TOTAL SHAREHOLDER RETURN (g)(6) | NET INCOME ($M) (h) | COMPANY-SELECTED PERFORMANCE MEASURE: FREE CASH FLOW* ($M) (i)(7) | | 2022 | $8,198,024 | $(23,798,500) | $8,969,318 | $3,579,820(3) | $95 | $127 | $292 | $4,758 | | 2021 | $22,663,449 | $21,302,944(4) | $8,584,656 | $7,655,599(4) | $107 | $134 | $(6,591) | $1,889 | | 2020 | $73,192,032 | $115,891,919(5) | $14,595,432 | $15,948,471(5) | $97 | $111 | $5,546 | $635 |

  107. Pay Versus Performance

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

  108. Pay Versus Performance

    | YEAR | PRINCIPAL EXECUTIVE OFFICER (PEO) | NON-PEO NAMED EXECUTIVES | | 2022 | H. Lawrence Culp, Jr. | Carolina Dybeck Happe, John Slattery, Peter Arduini and Russell Stokes | | 2021 | H. Lawrence Culp, Jr. | Carolina Dybeck Happe, John Slattery, Russell Stokes and Kieran Murphy | | 2020 | H. Lawrence Culp, Jr. | Carolina Dybeck Happe, Jamie Miller, Kieran Murphy, John Slattery, Scott Strazik |

  109. Pay Versus Performance

    | The assumptions we used to calculate the values for RSU awards, PSU awards and performance share awards 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.(2) |

  110. Pay Versus Performance

    | The 2022 compensation actually paid to our PEO and the average compensation actually paid of our non-PEO named executives reflects the following adjustments required by the applicable SEC rules from Total compensation reported in the Summary Compensation Table:(3) |

  111. Pay Versus Performance

    | | PEO | AVERAGE OF NON-PEOs | | TOTAL REPORTED IN 2022 SUMMARY COMPENSATION TABLE | $8,198,024 | $8,969,318 | | Less, value of equity awards reported in the Summary Compensation Table | 5,000,021 | 5,650,966 | | Add, year-end value of equity awards granted in 2022 that are unvested and outstanding | 0 | 2,477,808 | | Add, change in fair value (from prior year-end) of prior year equity awards that are unvested and outstanding | (27,432,952) | (2,103,904) | | Add, fair market value of equity awards granted in 2022 and that vested in 2022 | 0 | 0 | | Add, change in fair value (from prior year-end) of prior year equity awards that vested in 2022 | 0 | (245,204) | | Less, prior year-end fair value of prior year equity awards that failed to vest in 2022 | 0 | 0 | | Add, dividends and dividend equivalent payments paid during 2022 on unvested equity awards | 0 | 21 | | Less, change in present value of accumulated pension plan benefits reported in the Summary Compensation Table | 151,653 | 26,279 | | Add, service cost for defined benefit and pension plans | 588,102 | 159,026 | | Add, prior service cost for defined benefit and pension plans | 0 | 0 | | Compensation Actually Paid for Fiscal Year 2022 | $(23,798,500) | $3,579,820 |

  112. Pay Versus Performance

    | The 2021 compensation actually paid to our PEO and the average compensation actually paid of our non-PEO named executives reflects the following adjustments required by the applicable SEC rules from Total compensation reported in the Summary Compensation Table:(4) |

  113. Pay Versus Performance

    | | PEO | AVERAGE OF NON-PEOs | | TOTAL REPORTED IN 2021 SUMMARY COMPENSATION TABLE | $22,663,449 | $8,584,656 | | Less, value of equity awards reported in the Summary Compensation Table | 14,999,996 | 4,975,039 | | Add, year-end value of equity awards granted in 2021 that are unvested and outstanding | 19,784,448 | 5,208,170 | | Add, change in fair value (from prior year-end) of prior year equity awards that are unvested and outstanding | (5,540,473) | (1,419,958) | | Add, fair market value of equity awards granted in 2021 and that vested in 2021 | 0 | 0 | | Add, change in fair value (from prior year-end) of prior year equity awards that vested in 2021 | 0 | 277,481 | | Less, prior year-end fair value of prior year equity awards that failed to vest in 2021 | 0 | 0 | | Add, dividends and dividend equivalent payments paid during 2021 on unvested equity awards | 0 | 247 | | Less, change in present value of accumulated pension plan benefits reported in the Summary Compensation Table | 943,153 | 202,512 | | Add, service cost for defined benefit and pension plans | 338,669 | 182,553 | | Add, prior service cost for defined benefit and pension plans | 0 | 0 | | Compensation Actually Paid for Fiscal Year 2021 | $21,302,944 | $7,655,599 |

  114. Pay Versus Performance

    | The 2020 compensation actually paid to our PEO and the average compensation actually paid of our non-PEO named executives reflects the following adjustments required by the applicable SEC rules from Total compensation reported in the Summary Compensation Table:(5) |

  115. Pay Versus Performance

    | | PEO | AVERAGE OF NON-PEOs | | TOTAL REPORTED IN 2020 SUMMARY COMPENSATION TABLE | $73,192,032 | $14,595,432 | | Less, value of equity awards reported in the Summary Compensation Table | 72,054,874 | 9,713,809 | | Add, year-end value of equity awards granted in 2020 that are unvested and outstanding | 144,077,163 | 12,576,780 | | Add, change in fair value (from prior year-end) of prior year equity awards that are unvested and outstanding | (4,688,606) | (388,190) | | Add, fair market value of equity awards granted in 2020 and that vested in 2020 | 0 | 0 | | Add, change in fair value (from prior year-end) of prior year equity awards that vested in 2020 | 0 | (407,968) | | Less, prior year-end fair value of prior year equity awards that failed to vest in 2020 | 24,537,500 | 0 | | Add, dividends and dividend equivalent payments paid during 2020 on unvested equity awards | 0 | 1,051 | | Less, change in present value of accumulated pension plan benefits reported in the Summary Compensation Table | 463,799 | 765,112 | | Add, service cost for defined benefit and pension plans | 367,503 | 50,287 | | Add, prior service cost for defined benefit and pension plans | 0 | 0 | | Compensation Actually Paid for Fiscal Year 2020 | $115,891,919 | $15,948,471 |

  116. Pay Versus Performance

    | 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 2022 in accordance with Regulation S-K Item 201(e). For GE 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, 2019.(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 2022 to the company’s performance. Free cash flow is a non-GAAP financial measure. For information on why GE reports free cash flow and how it is calculated, refer to the Explanation of Non-GAAP Financial Measures and Performance Metrics section of this proxy statement.(7) |

  117. 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. When the committee selected performance measures in support of the design of our 2022 executive compensation programs, it focused on factors that it believes will further the company’s and business units’ goals for the year, align with GE’s long-term strategic objectives and contribute to the creation of long-term shareholder value, including our ability to generate free cash flow, organic revenue growth, profit or adjusted profit (as applicable) and organic margin expansion, as well as our adjusted earnings per share and operational measures such as safety performance. For more information about these factors and decisions that informed the 2022 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 and the S&P 500 Industrials Index for the three years shown. A significant portion of our executive compensation program is comprised of 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. In addition, our TSR performance being below that of the peer group, the S&P 500 Industrials Index, adversely affected our named executives’ equity award compensation in two of the years shown. Under those awards’ respective terms, our TSR performance resulted in the cancellation of the 2020 PSU awards, which had no payout due to three-year TSR performance, and a downward adjustment to the value of the 2021 PSU awards, for which three-year TSR performance is a modifier.

  118. COMPENSATION ACTUALLY PAID VS. TOTAL SHAREHOLDER RETURN (TSR)

    COMPENSATION ACTUALLY PAID VS. TOTAL SHAREHOLDER RETURN (TSR) 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 business units is tied to the financial performance of their respective individual business units, 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 business units, as described in the Compensation Discussion & Analysis section of this proxy statement. While our free cash flow performance improved sequentially in each of the three 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.