DEF 14A of General Electric Co, Mar 14, 2024

DEF 14A of General Electric Co

Filed Mar 14, 2024 · FY20230001308179-24-000139

Open on EDGAR

  1. General Electric Company

    | Index of Frequently Requested Information | | | 59 | Audit Fees | | 13 | Board Leadership Structure | | 17 | Board Self-Evaluation | | 55 | CEO Pay Ratio | | 53 | Clawback Policy | | 19 | Director Attendance | | 20 | Director Independence | | 6 | Director Qualifications | | 6 | Director Tenure and Term Limits | | 7 | Nominee Biographies | | 19 | Overboarding Policy | | 28 | Peer Group | | 53 | Policies on Compensation Consultant | | 21 | Related Person Transactions | | 16 | Risk Oversight | | 18 | Shareholder Engagement | | 25 | Stock Ownership for Executives and Directors | | 54 | Stock Ownership Requirements | | 16 | Sustainability Oversight | | Also see Acronyms Used on page 69 for a guide to the acronyms used throughout this proxy statement | |

  2. Election of Directors

    Election of Directors

  3. Election of Directors

    | What are you voting on? At the 2024 Annual Meeting, 10 director nominees are to be elected to the GE Aerospace Board to hold office until the 2025 Annual Meeting and until their successors have been elected and qualified. Following the planned spin-off of GE Vernova on April 2, 2024, GE will be known as GE Aerospace. | YOUR BOARD RECOMMENDS A VOTE FOR EACH NOMINEE | | | | All nominees are current GE Board members who were elected by shareholders at the 2023 Annual Meeting except for Ms. Billson and Mr. Enders who were elected to the Board effective December 1, 2023. | |

  4. Board Nominees

    Board Nominees

  5. Board Nominees

    | TENURE | AGE | DIVERSITY | INDEPENDENCE | | 3.9 years average tenure | 61.8 years average age | 2 of 4 Board leadership positions are held by women | All independent except for the CEO | | 2 New (<1 year) 4 Medium-tenured (1-5 years) 4 Longer-tenured (≥6 years) | 2 ≤60 years 5 61-64 years 3 ≥65 years | 3 Female (30%) 1 Ethnically diverse (10%) 4 Born Outside U.S. (40%) | 9 Independent 1 Not Independent | | Our Board term limit is 15 years | Our Board age limit is 75 years | Our policy is to build a cognitively diverse board representing a range of backgrounds | All director nominees except our CEO are independent and meet heightened independence standards for our audit, compensation and governance committees |

  6. Qualifications and Attributes

    Qualifications and Attributes The committee memberships indicate the anticipated composition of the committees of the Board following the Annual Meeting, if each nominee is elected. For a description of committees and committee activities during 2023, see Board Committees in 2023 on page 15. Our director nominees’ primary qualifications and attributes are highlighted in the following matrix. The matrix is intended as a high-level summary and not an exhaustive list of each director’s skills or contributions to the Board.

  7. Qualifications and Attributes

    | | PRIMARY QUALIFICATIONS AND ATTRIBUTES | | | | | | | COMMITTEES | | | | NAME | | | | | | | | | | | | Stephen Angel | | | | | | | | | | | | Sébastien Bazin | | | | | | | | | | | | Margaret Billson NEW | | | | | | | | | | | | H. Lawrence Culp, Jr. | | | | | | | | | | | | Thomas Enders NEW | | | | | | | | | | | | Edward Garden | | | | | | | | | | | | Isabella Goren | | | | | | | | | | | | Thomas Horton | | | | | | | | | | | | Catherine Lesjak | | | | | | | | | | | | Darren McDew | | | | | | | | | | |

  8. Qualifications and Attributes

    | ATTENDANCE All director nominees attended at least 75% of the meetings of the Board and committees on which they served in 2023, and on average we had a 94% attendance rate in 2023. FINANCIAL ACUMEN The Board has determined that each of Mses. Goren and Lesjak and Mr. Garden are “audit committee financial experts” (per SEC rules), and each member of the Audit Committee is “financially literate” (per NYSE rules). | | Member | | | | Chair | | | | Financial Expert |

  9. Key Corporate Governance Practices

    Key Corporate Governance Practices

  10. Key Corporate Governance Practices

    | • | 9 out of 10 director nominees are independent | | • | Annual election of all directors by majority vote | | • | No supermajority vote provisions in governing documents | | • | Annual review of Board leadership structure | | • | Annual Board and committee self-evaluations | | • | Board-level oversight of ESG matters | | • | Strong lead director with clearly delineated duties | | • | Dual-pronged Board refreshment mechanisms (age & term limits) | | • | Regular executive sessions of independent directors |

  11. Key Corporate Governance Practices

    | • | Board and committees may hire outside advisors independently of management | | • | Proactive year-round shareholder engagement program | | • | Clawback policy that applies to all cash and equity incentive awards | | • | Prohibition on hedging & pledging | | • | Strong stock ownership guidelines and retention provisions | | • | “Overboarding” limits for directors | | • | No poison pill or dual-class shares | | • | Shareholder right to call special meetings (at 10%) | | • | Proxy access by-law provisions on market terms |

  12. Nominee Biographies

    Nominee Biographies

  13. Nominee Biographies

    | H. Lawrence Culp, Jr. Director Since: 2018 Age: 60 Birthplace: United States | | | Thomas Horton Director Since: 2018 Age: 62 Birthplace: United States INDEPENDENT | | | | Chairman and CEO, General Electric, Boston, MA (since 2018) and CEO, GE Aerospace, Evendale, OH (since 2022) | | | Partner, Global Infrastructure Partners, an infrastructure investment fund, New York, NY (since 2019) | | | | Board Leadership | Chairman | | Board Leadership | Lead Director | | | | | | GE COMMITTEE MEMBERSHIP • Governance | | | | 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) | | | 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 (Chairman) • GE HealthCare (Chairman) | | | CURRENT PUBLIC COMPANY BOARDS • General Electric • Walmart (lead director) | | | | PAST PUBLIC COMPANY BOARDS • GlaxoSmithKline • Danaher • T. Rowe Price Group | | | PAST PUBLIC COMPANY BOARDS • Qualcomm • EnLink Midstream | | | | OTHER POSITIONS • Member and former Chairman, Board of Visitors & Governors, Washington College • Member, Board of Trustees, Wake Forest University | | | OTHER POSITIONS • Executive Board Member, Cox School of Business, Southern Methodist University | | | | EDUCATION • Washington College • MBA, Harvard Business School | | | EDUCATION • Baylor University • MBA, Southern Methodist University | | |

  14. Nominee Biographies

    | Isabella Goren Director Since: 2022 Age: 63 Birthplace: Ukraine INDEPENDENT | | | Stephen Angel Director Since: 2022 Age: 68 Birthplace: United States INDEPENDENT | | | Catherine Lesjak Director Since: 2019 Age: 65 Birthplace: Canada INDEPENDENT | | | | Former Chief Financial Officer of American Airlines and AMR Corporation, a global airline, Fort Worth, TX (2010-2013) | | | Chairman and Former CEO, Linde, a global industrial gases and engineering company, Dublin, Ireland (since 2022) | | | Former Chief Financial Officer, HP, a global technology company, and its predecessor, Hewlett-Packard, Palo Alto, CA (2007-2018) | | | | Board Leadership | Chair: Audit Committee | | Board Leadership | Chair: Compensation Committee | | Board Leadership | Chair: Governance & Public Affairs Committee* | | | GE COMMITTEE MEMBERSHIP • Audit (Chair) | | | GE COMMITTEE MEMBERSHIP • Compensation (Chair) | | | GE COMMITTEE MEMBERSHIP • Governance (Chair)* • Audit | | | | PRIOR BUSINESS EXPERIENCE • CFO, American Airlines and AMR Corporation (2010-2013) • Senior Vice President, Customer Relationship Marketing, American Airlines (2006-2010) • Vice President, American Airlines (1998-2006) • President, AMR Services (1996-1998) • Previously served in various management positions at American Airlines (1986-1996) • Chemical Engineer, Dupont (1983-1985) | | | 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) | | | 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 • Marriott International | | | CURRENT PUBLIC COMPANY BOARDS • General Electric • Linde (Chair) • GE Vernova (Chair)* | | | CURRENT PUBLIC COMPANY BOARDS • General Electric • PROS Holdings • GE HealthCare | | | | PAST PUBLIC COMPANY BOARDS • Gap • LyondellBasell Industries | | | PAST PUBLIC COMPANY BOARDS • Praxair (Chair) • PPG Industries | | | PAST PUBLIC COMPANY BOARDS • SunPower (Chair, Audit Committee) | | | | 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 | | | OTHER POSITIONS • Director, Stoke Space Technologies • Member of The Business Council EDUCATION • North Carolina State University • MBA, Loyola College | | | OTHER POSITIONS • Board, Haas School of Business, University of California, Berkeley EDUCATION • Stanford University • MBA, University of California, Berkeley | | | | EDUCATION • University of Texas at Austin • MBA, Southern Methodist University | | | * To be effective upon planned spin-off of GE Vernova on April 2, 2024 | | | * Effective April 2, 2024 | | |

  15. Nominee Biographies

    | Sébastien Bazin Director Since: 2016 Age: 62 Birthplace: France INDEPENDENT | | Margaret Billson Director Since: 2023 Age: 56 Birthplace: United States INDEPENDENT | | Thomas Enders Director Since: 2023 Age: 65 Birthplace: Germany INDEPENDENT | | | Chairman and CEO, AccorHotels, a global hotel company, Paris, France (since 2013) | | Former President and CEO of BBA Aviation, plc’s Global Engine Services Division and its predecessor Aftermarket Services Division, London, England (2009-2016) | | Former CEO of Airbus SE, a global aerospace company, and its predecessor EADS NV, Blagnac, France (2005-2019) | | | GE COMMITTEE MEMBERSHIP • Compensation • Governance | | GE COMMITTEE MEMBERSHIP • Audit* | | GE COMMITTEE MEMBERSHIP • Compensation* | | | 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 | | PRIOR BUSINESS EXPERIENCE • President and CEO of BBA Aviation, plc’s Global Engine Services Division and its predecessor Aftermarket Services Division (2009-2016) • President, Airplane Division and Chief Operating Officer, Eclipse Aviation (2005-2008) • Vice President, General Manager, Honeywell Aerospace (2003-2005) • Vice President, Engineering & Program Management, Honeywell Aerospace (1997-2003) • Previously served in various management positions at Douglas Aircraft Company, a division of the McDonnell Douglas Corporation (1984-1996) | | PRIOR BUSINESS EXPERIENCE • CEO of Airbus SE and its predecessor EADS NV (2005-2019) • Head of the Defense and Security Systems Business, EADS NV (2000-2005) • Multiple positions at DaimlerChrysler Aerospace (1991-2000) • Planning Staff, German Federal Ministry of Defense (1989-1991) • Researcher, German Council on Foreign Relations and International Institute for Strategic Studies (1988-1989) | | | CURRENT PUBLIC COMPANY BOARDS • General Electric • AccorHotels | | CURRENT PUBLIC COMPANY BOARDS • General Electric • CAE | | CURRENT PUBLIC COMPANY BOARDS • General Electric • Lilium • Linde • Lufthansa | | | PAST PUBLIC COMPANY BOARDS • Huazhu Group • Carrefour • Banyan Tree Holding | | PAST PUBLIC COMPANY BOARDS • Arconic • SkyWest | | PAST PUBLIC COMPANY BOARDS • Knorr Bremse | | | OTHER POSITIONS • Vice Chairman, Supervisory Board, Gustave Roussy Foundation, cancer research funding • Chairman, Safar Ventures EDUCATION • Sorbonne University • MA (Economics), Sorbonne University | | EDUCATION • Embry-Riddle Aeronautical University • MEng, Aerospace, Aeronautical and Astrological Engineering, California State University, Long Beach | | OTHER POSITIONS • President, German Council on Foreign Relations (DGAP) EDUCATION • PhD, University of Bonn • University of California, Los Angeles • Rheinische Friedrich-Wilhelms University | | | | | * Effective April 2, 2024 | | * Effective April 2, 2024 | |

  16. Nominee Biographies

    | Edward Garden Director Since: 2017 Age: 62 Birthplace: United States INDEPENDENT | | Darren McDew Director Since: 2023 Age: 63 Birthplace: United States INDEPENDENT | | | Chairman and CEO, Garden Investments, an investment management firm, New York, NY (since 2023) | | Retired Four-Star General, United States Air Force, and Former Commander of U.S. Transportation Command, Scott Air Force Base, Illinois (2015 - 2018) | | | GE COMMITTEE MEMBERSHIP • Compensation • Audit* | | GE COMMITTEE MEMBERSHIP • Governance • Audit* | | | PRIOR BUSINESS EXPERIENCE • Chief Investment Officer and Founding Partner, Trian Fund Management (2005-2023) • 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) | | 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 | | CURRENT PUBLIC COMPANY BOARDS • General Electric • Abbott Laboratories • Parsons Corporation | | | PAST PUBLIC COMPANY BOARDS • Janus Henderson Group • Invesco • Legg Mason • The Bank of New York Mellon • The Wendy’s Company • Family Dollar Stores • Pentair | | OTHER POSITIONS • Director, United Services Automobile Association (USAA) • Director, Boys & Girls Club of America • Advisor, U. S. Innovative Technology | | | EDUCATION • Harvard College * Effective April 2, 2024 | | EDUCATION • Virginia Military Institute • MS, Aviation Management, Embry-Riddle Aeronautical University * Effective April 2, 2024 | |

  17. TRANSACTIONS CONSIDERED FOR DIRECTOR INDEPENDENCE

    TRANSACTIONS CONSIDERED FOR DIRECTOR INDEPENDENCE

  18. 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 | N/A | | Mihaljevic* | Cleveland Clinic | CEO & President | | | N/A | | Uhl** | GE Vernova | President | N/A | N/A | N/A | | All directors | Various charitable organizations | Executive, director or trustee | Charitable contributions from GE <1% of the organization’s revenues | | |

  19. TRANSACTIONS CONSIDERED FOR DIRECTOR INDEPENDENCE

    | * Dr. Mihaljevic served as our director until January 3, 2023, at which point he transitioned from the GE Board to the GE HealthCare board. | | ** In January 2024, Ms. Uhl joined GE Vernova as President and ceased to be independent. See page 23 for additional information. |

  20. Director Compensation for 2023

    Director Compensation for 2023 The compensation program for independent directors was designed to achieve the following goals:

  21. Director Compensation for 2023

    | • | 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. |

  22. 2023 Annual Director Compensation

    2023 Annual Director Compensation OVERVIEW. Our independent directors received annual 2023 compensation as shown in the table below, which remained unchanged from the 2022 compensation program. There are no additional meeting fees. The lead director and members of our Board committees received additional compensation due to the workload and broad responsibilities of these positions.

  23. 2023 Annual Director Compensation

    | All independent directors | $275,000 | | Lead director | $50,000 | | Audit Committee members | $35,000 | | Management Development & Compensation Committee members | $25,000 | | Governance & Public Affairs Committee members | $10,000 |

  24. 2023 Annual Director Compensation

    | • | Form of payment. 40% in cash and 60% in awards of deferred stock units (DSUs); directors can elect to defer some or all of the cash portion and instead receive additional DSUs | | • | Time of payment. Quarterly installments in arrears | | • | Multiple committees. If a director serves on more than one committee, the additional compensation applies separately for each committee | | • | Limit on director compensation. $1,000,000 annually, including cash & equity but excluding amounts awarded under the Charitable Award Program (which is closed for all current and future directors) |

  25. 2023 Annual Director Compensation

    HOW DEFERRED STOCK UNITS WORK. Each DSU is equal in value to a share of GE stock and is fully vested upon grant but does not have voting rights. To calculate the number of DSUs to be granted, we divide the target value of the DSUs by the average closing price of GE stock for the 20 days preceding and including the grant date. DSUs accumulate quarterly dividend-equivalent payments, which are reinvested into additional DSUs. The DSUs are paid out in cash beginning one year after the director leaves the Board. Directors may elect to take their DSU payments as a lump sum or in payments spread out for up to 10 years.

  26. 2023 Annual Director Compensation

    | OUR PATH FORWARD | TREATMENT OF DEFERRED STOCK UNITS IN CONNECTION WITH THE SPIN-OFFS. In the GE HealthCare spin-off in January 2023, each then-current or former director of GE that held outstanding DSUs denominated in GE stock as of the GE HealthCare spin-off retained his or her GE-denominated DSUs and received additional DSUs from GE denominated in shares of GE HealthCare common stock based on the shareholder distribution ratio utilized for the GE HealthCare spin-off. As this treatment is consistent with the manner in which GE shareholders received GE HealthCare shares in the spin-off, it promotes alignment with GE shareholders for directors through the execution of our planned business separations. We expect to treat outstanding DSUs held by current or former GE directors similarly for the upcoming GE Vernova spin-off. |

  27. 2023 Annual Director Compensation

    OTHER COMPENSATION. Our independent directors may also receive the following benefits:

  28. 2023 Annual Director Compensation

    | • | Matching Gifts Program. Independent directors may participate in the GE Foundation’s Matching Gifts Program on the same terms as GE employees. Under this program, the GE Foundation matches for each participant up to $5,000 for annual contributions to approved charitable organizations. The GE Foundation Matching Gifts Program was closed to new donations at the end of 2023. | | • | Charitable Award Program. Each director who joined the Board before 2016 was permitted to, upon leaving the Board, designate up to five charitable organizations to share in a $1 million GE contribution. Directors were not permitted to choose a private foundation with which they are affiliated. The Board terminated this program for new directors in 2015. Francisco D’Souza, who retired from the Board in May 2023, was the last director eligible to participate in the Charitable Award Program. | | • | Incidental Board Meeting Expenses. The company occasionally provides travel and sponsors activities for spouses or other guests of the directors in connection with Board meetings. No such expenses were incurred during 2023. |

  29. No Additional Director Compensation for Independent Directors

    No Additional Director Compensation for Independent Directors 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. On January 22, 2024, Ms. Uhl joined GE Vernova as President, at which point she ceased to be compensated as a GE director and became entitled to receive an annual salary of $1,100,000, an annual bonus target at 100% of her salary, and an annual grant of long-term equity incentive awards valued at $3,750,000. Ms. Uhl is also eligible to participate in executive benefits consistent with other officers of her level at GE Vernova.

  30. 2023 Director Compensation Table

    2023 Director Compensation Table This table shows the compensation that each independent director earned for his or her 2023 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 through December 31, 2023.

  31. 2023 Director Compensation Table

    | NAME OF DIRECTOR | CASH FEES | STOCK AWARDS | MATCHING GIFTS | CHARITABLE AWARD | TOTAL | | Stephen Angel | $0 | $307,416 | $0 | N/A | $307,416 | | Sébastien Bazin | $0 | $317,663 | $0 | N/A | $317,663 | | Margaret Billson* | $9,266 | $14,360 | $0 | N/A | $23,626 | | Francisco D’Souza* | $0 | $118,580 | $5,000 | $1,000,000 | $1,123,580 | | Thomas Enders* | $9,266 | $14,360 | $0 | N/A | $23,626 | | Edward Garden | $120,000 | $184,449 | $0 | N/A | $304,449 | | Isabella Goren | $124,000 | $190,598 | $5,000 | N/A | $319,598 | | Thomas Horton | $134,000 | $205,968 | $5,000 | N/A | $344,968 | | Risa Lavizzo-Mourey* | $950 | $1,497 | $0 | N/A | $2,447 | | Catherine Lesjak | $128,000 | $196,746 | $0 | N/A | $324,746 | | Darren McDew | $85,500 | $130,315 | $0 | N/A | $215,815 | | Tomislav Mihaljevic* | $950 | $1,497 | $0 | N/A | $2,447 | | Paula Rosput Reynolds | $120,025 | $205,212 | $0 | N/A | $325,237 | | Leslie Seidman* | $41,901 | $65,839 | $0 | N/A | $107,740 | | Jessica Uhl | $82,099 | $124,759 | $5,000 | N/A | $211,858 |

  32. 2023 Director Compensation Table

    | * Ms. Lavizzo-Mourey and Mr. Mihaljevic served as our directors until January 3, 2023, at which point they transitioned from the GE Board to the GE HealthCare board, and Mr. D’Souza and Ms. Seidman did not stand for re-election at our 2023 Annual Meeting. The amounts reported for these former directors represent compensation earned for their 2023 service as directors. Gen. McDew was elected to the GE Board effective March 30, 2023, Ms. Uhl was elected to the GE Board effective May 3, 2023, and Ms. Billson and Mr. Enders were elected to the GE Board effective December 1, 2023. Thus, the amounts reported for these directors represent pro-rated compensation earned for their 2023 service as directors. |

  33. 2023 Director Compensation Table

    CASH FEES. Amount of cash compensation earned in 2023 for Board and committee service. STOCK AWARDS. Aggregate grant date fair value of DSUs granted in 2023, 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 $95.60 for March 31, 2023 grants, $109.85 for June 30, 2023 grants, $110.55 for September 29, 2023 grants, and $127.63 for December 29, 2023 grants. The table below shows the cash amounts that the directors deferred into DSUs in 2023 and the number of DSUs accrued as of 2023 fiscal year-end.

  34. 2023 Director Compensation Table

    | DIRECTOR | CASH DEFERRED INTO DSUs IN 2023 | # DSUs ACCRUED AT 2023 FISCAL YEAR-END* | | Stephen Angel | $120,000 | 5,953 | | Sébastien Bazin | $124,000 | 25,254 | | Margaret Billson | $0 | 113 | | Francisco D’Souza | $45,280 | 29,266 | | Thomas Enders | $0 | 113 | | Edward Garden | $0 | 13,799 | | Isabella Goren | $0 | 3,721 | | Thomas Horton | $0 | 15,065 | | Risa Lavizzo-Mourey | $0 | 13,309 | | Catherine Lesjak | $0 | 11,401 | | Darren McDew | $0 | 1,139 | | Tomislav Mihaljevic | $0 | 1,698 | | Paula Rosput Reynolds | $8,008 | 13,585 | | Leslie Seidman | $0 | 16,289 | | Jessica Uhl | $0 | 1,073 |

  35. 2023 Director Compensation Table

    | * Represents DSUs denominated in GE stock. Does not include DSUs denominated in GE HealthCare stock which were received as a result of the GE HealthCare spin-off. See Treatment of Deferred Stock Units in Connection with the Spin-Offs on page 22 for additional information. |

  36. 2023 Director Compensation Table

    MATCHING GIFTS. Includes contributions to approved charitable organizations under GE Foundation’s Matching Gifts Program. CHARITABLE AWARD. Includes $1,000,000 contribution under our legacy Charitable Award Program to a non-profit institution designated by Mr. D’Souza upon his retirement from the GE Board. Mr. D’Souza was the last director eligible to participate in this program.

  37. Compensation

    | GE Restoration Plan | 44 | | Nonqualified Deferred Compensation Table | 45 | | Impact of the Spin-Offs on Deferred Compensation Programs | 45 | | Pension Benefits | 46 | | GE Pension Plan | 46 | | GE Supplementary Pension Plan | 46 | | GE Excess Benefits Plan | 46 | | Pension Benefits Table | 47 | | Impact of Spin-Offs on Pension Plans | 47 | | Potential Termination Payments | 48 | | Equity Awards | 51 | | Pension Benefits | 52 | | Deferred Compensation | 53 | | Life Insurance Benefits | 53 | | Other Executive Compensation Policies & Practices | 53 | | Roles and Responsibilities in Succession Planning and Compensation | 53 | | Our Policies on Compensation Consultants | 53 | | Clawbacks and Other Remedies for Potential Misconduct | 53 | | Compensation Risk Assessment | 54 | | Stock Ownership and Equity Grant Policies | 54 | | Tax Deductibility of Compensation | 54 | | Compensation Committee Interlocks and Insider Participation | 54 | | Management Development & Compensation Committee Report | 54 |

  38. 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 performance for business 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. • A significant portion of executive compensation is 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. The committee will also recoup excess incentive compensation in the event of a financial restatement pursuant to our clawback policy. |

  39. 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 |

  40. Peer Group and Benchmarking

    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:

  41. Peer Group and Benchmarking

    | • | 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 |

  42. Peer Group and Benchmarking

    | 2023 PEER COMPANIES | | | 3M | Honeywell | | Boeing | HP | | Caterpillar | IBM | | Cisco | Intel | | Deere | Johnson Controls | | DuPont | Lockheed Martin | | Ford | Northrup Grumman | | General Dynamics | RTX | | General Motors | United Parcel Service |

  43. Peer Group and Benchmarking

    In consideration of these factors, the committee removed Exxon Mobil and Chevron from the 2023 peer group because their size and market capitalization were no longer comparable to GE and removed healthcare industry peers Abbott Laboratories, Johnson & Johnson and Medtronic from the 2023 peer group to reflect the spin-off of GE HealthCare. 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, succession planning and other internal GE dynamics.

  44. Peer Group and Benchmarking

    | OUR PATH FORWARD | TAILORING THE 2024 PEER GROUP FOR GE AEROSPACE. The committee approved a new 2024 peer group, effective upon the spin-off of GE Vernova. The new 2024 peer group will be tailored to consider the industry, size and investments peers of GE Aerospace, and will comprise the following companies: 3M, American Airlines, Boeing, Caterpillar, Delta Air Lines, Emerson Electric, FedEx, General Dynamics, Honeywell, L3Harris, Lockheed Martin, Northrop Grumman, Parker-Hannifin, RTX, Textron, TransDigm and United Airlines. |

  45. Shareholder Engagement on Executive Compensation

    Shareholder Engagement on Executive Compensation We value the ongoing feedback that we receive from our shareholders on executive compensation matters, including the feedback reflected in our annual say-on-pay votes. In 2023, we received support for say-on-pay of 94%. During the past year, we engaged with shareholders representing approximately 49% of our outstanding shares and approximately 64% of our outstanding shares held by institutional investors. We offered many of our large institutional investors the opportunity to meet with independent directors as part of these meetings, and directors led and participated in meetings as guided by shareholders’ preferences. Our engagements also included representatives from our Legal, Human Resources and Investor Relations teams. We strive to continuously improve our compensation program to drive strong alignment with company performance and with our shareholders’ expectations. In our meetings with shareholders, we continued to hear interest about how our executive compensation program is evolving with our separation into three independent, public companies. As a result, we have included a variety of proxy disclosure detailing progress, actions and expectations for our executive compensation programs in connection with the spin-offs (see Our Path Forward call-out boxes, including: Treatment of Outstanding Employee Equity Awards with the Spin-Offs on page 34, AEIP Design for GE Aerospace on page 30, and Long-Term Incentive Design for GE Aerospace on page 32).

  46. Bonuses under the Annual Executive Incentive Plan

    Bonuses under the Annual Executive Incentive Plan We provide annual cash incentive opportunities to our named executives under 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 performance, based on our financial and operational priorities.

  47. How We Determined 2023 AEIP Bonuses for Our Named Executives

    How We Determined 2023 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. For our named executives, individual target award percentages are typically set between 100 - 200% 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 the businesses during the first quarter of the performance year. Following the conclusion of the performance year, the committee assesses total company and business 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 2023, 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 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 2023 bonuses for our named executives.

  48. How We Determined 2023 AEIP Bonuses for Our Named Executives

    | Named Executive 2023 Bonus Determinations | | | | | | | | BASE SALARY | | TARGET AWARD PERCENTAGE | | FINANCIAL PERFORMANCE | | SAFETY MODIFIER (+/-10%) |

  49. How We Selected Metrics for the 2023 AEIP

    | OUR PATH FORWARD | AEIP DESIGN FOR GE AEROSPACE. For the 2024 AEIP, the committee selected the following financial performance metrics for GE Aerospace at the enterprise and segment-level: free cash flow* (40% weighting), adjusted revenue growth* (20% weighting), and adjusted profit* (40% weighting). In order to drive GE Aerospace’s overall business objectives, executives with enterprise-level responsibility will have their bonuses based 100% on total company performance; executive officers who lead GE Aerospace business segements will have their bonuses based on a combination of total company performance (30%) and business segment performance (70%). The committee also maintained the safety modifier to increase or decrease the award by up to 10%. |

  50. How We Selected Targets for the 2023 AEIP

    How We Selected Targets for the 2023 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 businesses that our CEO, CFO and business CEOs establish, and the committee approves the performance levels for compensation purposes. Targets for the 2023 AEIP also reflected the completion of the spin-off of GE HealthCare in January 2023, which reduced revenue and cash flows at the total company level. Failure to achieve threshold on any one metric would result in no payout for that metric; and failure to achieve threshold on all metrics would result in no payout for the AEIP bonus. For the 2023 AEIP, named executives could receive between 0% and 150% of their target award based on financial performance, subject to an additional 10% safety modifier.

  51. How We Selected Targets for the 2023 AEIP

    | * Non-GAAP Financial Measure. For information on how these metrics are calculated, see Explanation of Non-GAAP Financial Measures and Performance Metrics on page 68. | | ** For Corporate, we used total company adjusted profit, a non-GAAP Financial Measure. |

  52. How We Performed Against Annual Bonus Targets for 2023

    How We Performed Against Annual Bonus Targets for 2023 The following charts set forth the results for named executives relative to their respective targets under the AEIP for 2023. These results are formulaic and based only on the predetermined targets for Corporate and the businesses listed.

  53. How We Performed Against Annual Bonus Targets for 2023

    | CORPORATE. For our Corporate named executives — Messrs. Culp, Ghai, Holston and Cox and Ms. Dybeck Happe — bonuses were based upon performance targets for the company as a whole. A portion of Messrs. Ghai’s and Cox’s bonuses was also based upon performance targets for the Aerospace business, for which they served as GE Aerospace CFO and Chief Administrative Officer, respectively. | | |

  54. How We Performed Against Annual Bonus Targets for 2023

    | AEROSPACE. A portion of Messrs. Ghai’s and Cox’s bonuses was based upon performance targets for the Aerospace business, for which they served as GE Aerospace CFO and Chief Administrative Officer, respectively. | | |

  55. How We Performed Against Annual Bonus Targets for 2023

    | COMMERCIAL ENGINES & SERVICES (CES), AEROSPACE. Mr. Stokes’ bonus was based upon the achievement of performance goals for the Commercial Engines & Services business, a sub-businesses within GE Aerospace, for which he is the CEO. | | |

  56. How We Performed Against Annual Bonus Targets for 2023

    | VERNOVA. There were no named executives from the GE Vernova businesses for 2023. See the Registration Statement on Form 10 for GE Vernova filed with the Securities and Exchange Commission on March 5, 2024, for a description of the GE Vernova’s 2023 AEIP performance. |

  57. How We Performed Against Annual Bonus Targets for 2023

    | * Non-GAAP Financial Measure. For information on how these metrics are calculated, see Explanation of Non-GAAP Financial Measures and Performance Metrics on page 68. | | ** The company does not report at the sub-segment level for Commercial Engine & Services. |

  58. 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. Generally, our annual equity incentive awards for named executives other than Mr. Culp (who only received PSUs) are weighted approximately 50% as PSUs, 30% as stock options and 20% as RSUs. For some named executives in 2023, the weighting mix differed, reflecting additional RSUs that were granted in recognition of the completion of the GE HealthCare spin-off. 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 long-term incentive compensation solely in the form of performance-based equity, the committee has tied a substantial portion of Mr. Culp’s compensation to long-term shareholder value creation.

  59. 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. Generally, 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 2023 PSUs. The PSUs granted in 2023 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 (25%), target (100%) and maximum (175%). 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 current transitional period for the company. 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 who receive the PSUs with the same performance target, in contrast to the metrics used in our AEIP for business employees which 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. Targets for the 2023 PSUs also reflected the completion of the spin-off of GE HealthCare in January 2023, which reduced revenue and cash flows at the total company level.

  60. Performance Stock Units

    | OUR PATH FORWARD | LONG-TERM INCENTIVE DESIGN FOR GE AEROSPACE. As previously disclosed, GE Aerospace is committed to strengthening alignment with shareholders through the inclusion of multi-year financial targets in the performance stock unit design. The post-spin-off design for these awards has not yet been approved, as the GE Aerospace Board and Compensation Committee will be reviewing this further after the planned spin-off of GE Vernova. |

  61. Performance Stock Units

    | * Non-GAAP Financial Measure. For information on how these metrics are calculated, see Explanation of Non-GAAP Financial Measures and Performance Metrics on page 68. |

  62. How Our PSU Awards Performed Against Targets

    How Our PSU Awards Performed Against Targets

  63. 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 (50% weighting) and total company free cash flow (50% weighting) 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. | | | | ** Based on the weighted average relative TSR as a result of using (i) 27th percentile performance for the approximately two-year period from January 2021 through the GE HealthCare spin-off in January 2023, and (ii) 97th percentile performance for the approximately one-year period from the GE HealthCare spin-off in January 2023 through the completion of the PSU performance period on December 31, 2023. See Treatment of Outstanding Employee Equity Awards with the Spin-Offs on page 34 for additional information. 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. |

  64. How Our PSU Awards Performed Against Targets

    | 2022 PSUs HAD NO PAYOUT. As described in the Company’s proxy statement filed on March 16, 2023, 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. |

  65. How Our PSU Awards Performed Against Targets

    | 2023. The annual PSU awards granted to the named executives in 2023 used a three-year performance period based on 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. | | |

  66. 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 68. |

  67. How Our PSU Awards Performed Against Targets

    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. 2023 RSUs AND STOCK OPTIONS. The annual awards of RSUs and stock options granted in 2023 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.

  68. How Our PSU Awards Performed Against Targets

    | OUR PATH FORWARD | | TREATMENT OF OUTSTANDING EMPLOYEE EQUITY AWARDS WITH THE SPIN-OFFS. In the spin-offs of GE HealthCare (GEHC) in January 2023 and GE Vernova (GEV, and each of GEHC and GEV, a Spin-Off Company) planned for April 2024, GE shareholders are entitled to receive a distribution of Spin-Off Company common stock based on a shareholder distribution ratio announced by the GE Board. Because unvested equity awards held by GE employees are generally not eligible to receive a distribution of Spin-Off Company shares, equitable adjustments are made that are 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 both spin-offs, 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 Spin-Off Company stock prices or were the same as the ratio used to establish the number of Spin-Off Company shares distributed to GE shareholders in the spin-off. There were no such changes, however, to the terms of Mr. Culp's Leadership Performance Shares or Ms. Dybeck Happe's Leadership PSUs since the terms of those awards provide for the treatment in a spin-off. The approach for the applicable equitable adjustments is to align employees with their business assignments and roles relative to the spin-offs. For the GEHC 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. For the GEV spin-off, we expect that GEV employees’ awards will convert into GEV awards; and non-GEV employees will continue to hold GE awards. 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 (or will be) generally subject to the same vesting conditions and other terms prior to the spin-off, except that (i) the annual 2021 PSU awards held by GE employees following the GEHC spin-off measured GE’s relative TSR for the remainder of the performance period by adding together the pre- and post-GEHC spin-off GE relative TSR as two discrete periods, (ii) the annual 2021 PSU awards that converted to GEHC awards following the GEHC spin-off vested at the end of the performance period based on the GE relative TSR performance up to the time of the GEHC spin-off, (iii) the annual 2023 PSU awards held by non-GEV employees following the GEV spin-off will measure GE’s relative TSR for the remainder of the performance period by adding together the pre- and post-GEV spin-off GE relative TSR as two discrete periods, and (iv) the annual 2023 PSU awards held by GEV employees that will convert to GEV awards following the GEV spin-off will vest at the end of the performance period based on full year 2023 financial performance for the 2023 performance year and target performance for the 2024 and 2025 performance years, and based on GE relative TSR performance up to the time of the spin-off. |

  69. Summary Compensation Table

    Summary Compensation Table

  70. 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 | 2023 | $2,500,000 | $0 | $4,999,987 | $0 | $5,625,000 | $1,002,278 | $571,020 | $14,698,285 | | | 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 | | Rahul Ghai*** SVP & CFO | 2023 | 900,000 | $0 | $2,529,166 | $0 | $1,374,332 | $0 | $102,994 | $4,906,492 | | Carolina Dybeck Happe Former SVP, Finance | 2023 | 1,333,333 | $0 | $1,745,057 | $1,499,995 | $2,500,000 | $352,570 | $1,982,021 | $9,412,976 | | | 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 | | Russell Stokes SVP, GE & CEO Commercial Engines & Services, GE Aerospace | 2023 | $1,400,000 | $0 | $1,745,057 | $1,499,995 | $2,086,000 | $1,414,057 | $115,832 | $8,260,941 | | | 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 | | Michael Holston*** SVP, General Counsel & Secretary | 2023 | $1,500,000 | $0 | $2,220,619 | $1,124,996 | $2,812,500 | $564,524 | $23,100 | $8,245,739 | | Kevin Cox*** SVP, CHRO, GE and CAO, GE Aerospace | 2023 | $1,000,000 | $0 | 2,133,283 | $1,049,990 | $2,980,000 | $509,609 | $41,820 | $7,714,702 |

  71. Summary Compensation Table

    | * For 2022 and 2023, 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 2021 are under this “Bonus” column. | | ** The performance metrics for the 2024 and 2025 performance periods of the PSUs granted in 2023 were not established at the time of the grant, and thus for the associated portions of those PSUs no value was estimable or reportable in accordance with SEC rules at the time of the 2023 PSU grants. The fair value for those portions of the 2023 PSU grants will be reported in future years once the performance targets are established and the value is estimable. See Compensation Actions for 2023 for the target amount of equity granted to each named executive in 2023. | | *** Under applicable SEC rules, we have excluded Messrs. Ghai, Holston and Cox’s compensation for 2021 and 2022 as they were not named executives during those years. |

  72. 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, except for Ms. Dybeck Happe. See Base Salaries on page 29 for more information. BONUS. Amounts earned under the AEIP in 2021. For amounts earned under the AEIP in 2022 and 2023, see the Non-Equity Incentive Plan Comp. column. See Bonuses under the Annual Executive Incentive Plan on page 29 for additional information on the AEIP program. STOCK AWARDS. Aggregate grant date fair value of stock awards in the form of PSUs and RSUs deemed granted in the years shown. Generally, these amounts reflect the company’s total accounting expense for such award and do not correspond to the actual value that the named executives will realize from the award, which may be more or less (such as in the event of a cancellation for the 2022 PSUs). The 2023 PSU awards are tied to one-year financial performance goals for each of 2023, 2024 and 2025. In accordance with SEC rules, the aggregate grant date fair value of the 2023 portion of that 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 2023 portion of the 2023 PSUs would have been as follows: Culp ($7,658,880), Ghai ($957,351), Dybeck Happe ($1,276,432), Stokes ($1,276,432), Holston ($957,378) and Cox ($893,451). See the 2023 Grants of Plan-Based Awards Table on page 40 for additional information for PSUs and RSUs granted in 2023. STOCK OPTIONS. Aggregate grant date fair value of option awards granted in the years shown. These amounts reflect the company’s total accounting expense for such awards 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 2023. See the 2023 Grants of Plan-Based Awards Table on page 40 for additional information on 2023 grants. NON-EQUITY INCENTIVE PLAN COMPENSATION. Amounts earned under the AEIP for 2022 and 2023. See the 2023 Grants of Plan-Based Awards Table on page 40 and Bonuses under the Annual Executive Incentive Plan on page 29 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.

  73. Summary Compensation Table

    | NAME | CHANGE IN PENSION VALUE | ABOVE MARKET EARNINGS | | Culp | $1,002,278 | $0 | | Ghai | $0 | $0 | | Dybeck Happe | $352,570 | $0 | | Stokes | $1,410,566 | $3,491 | | Holston | $564,524 | $0 | | Cox | $509,609 | $0 |

  74. 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 46 for additional information, including the present value assumptions used in this calculation. Above-market earnings represent the difference between market interest rates calculated under SEC rules and the 6% to 14% interest contingently credited by the company on salary that the named executives deferred under various executive deferred salary programs in effect between 1991 and 2023. See Deferred Compensation on page 44 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 2023, minus any reimbursements by the named executives, are shown in the table below.

  75. 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 | SECURITY SERVICES | OTHER | TOTAL | | Culp | $0 | $23,100 | $0 | $0 | $0 | $547,920 | $0 | $571,020 | | Ghai | $0 | $23,100 | $76,869 | $0 | $0 | $0 | $3,025 | $102,994 | | Dybeck Happe | $0 | $9,900 | $0 | $586,753 | $1,344,129 | $0 | $41,239 | $1,982,021 | | Stokes | $94,012 | $21,450 | $0 | $0 | $0 | $0 | $370 | $115,832 | | Holston | $0 | $23,100 | $0 | $0 | $0 | $0 | $0 | $23,100 | | Cox | $0 | $23,100 | $0 | $0 | $0 | $0 | $18,720 | $41,820 |

  76. 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). Mr. Stokes is the only named executive who is eligible under these plans. 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. In connection with the spinoff of GE HealthCare, the GE RSP was split into two separate plans – one maintained by GE HealthCare, and the other maintained by GE. We anticipate splitting the GE RSP again in connection with the planned spin-off of GE Vernova. All named executives will remain in the GE RSP. 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 continued residence outside her home country of Sweden: (1) housing and utilities ($275,000), (2) educational support for her children ($148,618), (3) tax preparation services and (4) other relocation benefits. Relocation and international assignment benefits, such as those provided to Ms. Dybeck Happe, 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 2023, include the following: (1) tax equalization payments ($894,801) 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 and (2) taxes paid in connection with relocation benefits ($449,328). Security Services. Reflects incremental cost of providing personal security services as needed to address security concerns for our CEO. We believe providing this security to our CEO is necessary and appropriate given the nature of our business, and ensuring his safety is to the company’s benefit. Other. In addition, the amounts in this column reflect other benefits provided, none of which individually exceeded the greater of $25,000 or 10% of the total amount of personal benefits for the named executive. These other benefits included items such as: (1) car service fees; (2) certain expenses associated with the named executives’ and their invited guests’ attendance at sporting events; (3) annual physical examinations; (4) legal and professional fees, and (5) financial planning services. 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 2023, 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. SEC Total. Total compensation, as determined under SEC rules.

  77. 2023 Grants of Plan-Based Awards Table

    2023 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 2023. These awards were approved under the GE 2022 Long-Term Incentive Plan, a plan that shareholders approved in 2022 (the 2022 LTIP). For more information on each of the award types, see Long-Term Incentive Compensation on page 32. The 2023 PSU awards are tied to one-year performance goals for each of 2023, 2024 and 2025. This table reflects the 2023 portion of the 2023 PSU awards. The performance metrics for the 2024 and 2025 portions of the 2023 PSUs were not set at the time of the grant, and in accordance with SEC rules, such portions were not deemed granted during 2023. Such portions will be disclosed in future years once the targets are set and the applicable portion is deemed granted.

  78. 2023 Grants of Plan-Based Awards Table

    | | | | | ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS | | | ESTIMATED FUTURE PAYOUTS UNDER PSUs | | | | | | GRANT DATE FAIR | | NAME | GRANT DATE | APPROVAL DATE | AWARD TYPE | THRESHOLD ($) | TARGET ($) | MAXIMUM ($) | THRESHOLD (#) | TARGET (#) | MAXIMUM (#) | RESTRICTED STOCK UNITS (#) | STOCK OPTIONS (#) | OPTION EXERCISE PRICE ($) | VALUE OF AWARDS ($) | | Culp | | | AEIP | 0 | 3,750,000 | 6,000,000 | | | | | | | | | | 3/1/2023 | 2/9/2023 | Annual Equity | | | | 6,018 | 60,177 | 105,310 | | | | 4,999,987 | | Ghai | | | AEIP | 0 | 928,603 | 1,485,765 | | | | | | | | | | 3/1/2023 | 2/9/2023 | Annual Equity | | | | | | | 22,631 | | | 1,904,172 | | | 3/1/2023 | 2/9/2023 | Annual Equity | | | | 678 | 6,780 | 11,865 | | | | 624,994 | | Dybeck | | | AEIP | 0 | 1,666,666 | 2,666,666 | | | | | | | | | Happe | 3/1/2023 | 2/9/2023 | Annual Equity | | | | | | | | 44,656 | 84.14 | 1,499,995 | | | 3/1/2023 | 2/9/2023 | Annual Equity | | | | | | | 12,070 | | | 911,768 | | | 3/1/2023 | 2/9/2023 | Annual Equity | | | | 1,003 | 10,029 | 17,551 | | | | 833,290 | | Stokes | | | AEIP | 0 | 1,400,000 | 2,240,000 | | | | | | | | | | 3/1/2023 | 2/9/2023 | Annual Equity | | | | | | | | 44,656 | 84.14 | 1,499,995 | | | 3/1/2023 | 2/9/2023 | Annual Equity | | | | | | | 12,070 | | | 911,768 | | | 3/1/2023 | 2/9/2023 | Annual Equity | | | | 1,003 | 10,029 | 17,551 | | | | 833,290 | | Holston | | | AEIP | 0 | 1,875,000 | 3,000,000 | | | | | | | | | | 3/1/2023 | 2/9/2023 | Annual Equity | | | | | | | | 33,492 | 84.14 | 1,124,996 | | | 3/1/2023 | 2/9/2023 | Annual Equity | | | | | | | 21,123 | | | 1,595,631 | | | 3/1/2023 | 2/9/2023 | Annual Equity | | | | 752 | 7,522 | 13,164 | | | | 624,988 | | Cox | | | AEIP | 0 | 2,000,000 | 3,200,000 | | | | | | | | | | 3/1/2023 | 2/9/2023 | Annual Equity | | | | | | | | 31,259 | 84.14 | 1,049,990 | | | 3/1/2023 | 2/9/2023 | Annual Equity | | | | | | | 20,519 | | | 1,550,005 | | | 3/1/2023 | 2/9/2023 | Annual Equity | | | | 702 | 7,020 | 12,285 | | | | 583,278 |

  79. 2023 Grants of Plan-Based Awards Table

    ESTIMATED FUTURE PAYOUTS UNDER NON-EQUITY INCENTIVE PLAN AWARDS. Amounts shown are the threshold, target and maximum potential payouts under the AEIP for 2023. The payout under the 2023 AEIP can range from zero for below threshold performance against all financial performance measures to a maximum of 160% of target, based on the maximum level of achievement of all financial performance measures and the 10% safety modifier. The actual 2023 AEIP payouts for our named executives are reported in the Summary Compensation Table in the Non-Equity Incentive Plan Compensation column. For more information on the AEIP, see Bonuses under the Annual Executive Incentive Plan on page 29. ESTIMATED FUTURE PAYOUTS UNDER PSUs. Amounts shown are the threshold, target and maximum number of PSUs that could be earned under awards granted in 2023 (which only reflects the portion of the 2023 PSU awards that are tied to 2023 performance metrics). The payout of the 2023 PSU awards can range from zero for below threshold performance against both performance measures to a maximum of 175% of target, based on the maximum level of achievement of both performance measures. For more information on the 2023 PSU awards see Performance Stock Awards on page 32. OPTION EXERCISE PRICE. Stock option exercise prices reflect the closing price of GE stock on the grant date. GRANT DATE FAIR VALUE OF AWARDS. Generally, the aggregate grant date fair value of an award is the amount that the company expects to expense in its financial statements over the award’s vesting schedule.

  80. 2023 Grants of Plan-Based Awards Table

    | • | For stock option awards, fair value is calculated using the Black-Scholes value of each option on the grant date, and reflects a one-year holding requirement (resulting in a $33.59 per unit value for the March 2023 stock option grants). | | • | For RSU awards, fair value is generally calculated based on the closing stock price on the date of grant (resulting in a $84.14 per unit value for Mr. Ghai and $75.54 per unit value for the March 2023 grants, which reflects a one-year holding requirement). | | • | For PSU awards, the actual value of units received will depend on the company’s performance, as described above. Fair value is calculated by multiplying the per unit value of the award ($92.18 for Mr. Ghai and $83.09 for the March 2023 grants, which reflects a one-year holding requirement) by the number of units at target. The per unit value is based on the closing price of the company’s stock price on the grant date, adjusted to reflect a projected impact of the TSR modifier using a Monte Carlo simulation. |

  81. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    2023 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, 2023. The vesting of performance shares and PSUs is also subject to performance through the applicable performance periods, with vesting as shown on the schedule below. This table reflects the treatment of outstanding equity awards in 2023 in connection with the GE HealthCare spin-off. See Treatment of Outstanding Employee Equity Awards with the Spin-Offs on page 34 for additional details.

  82. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | NAME OF EXECUTIVE | GRANT DATE | AWARD TYPE | NUMBER OUTSTANDING | PORTION EXERCISABLE | EXERCISE PRICE | EXPIRATION DATE | MARKET VALUE(1) | | Culp | 8/18/2020 | Performance Shares | 1,742,878(2) | | | | $222,443,519 | | | 3/1/2021 | PSUs | 256,429(3) | | | | $32,728,033 | | | 3/1/2023 | PSUs | 105,310(4) | | | | $13,440,715 | | Ghai | 9/1/2022 | RSUs | 58,598(5) | | | | $7,478,863 | | | 9/1/2022 | RSUs | 23,973(6) | | | | $3,059,674 | | | 3/1/2023 | PSUs | 11,865(4) | | | | $1,514,330 | | | 3/1/2023 | RSUs | 22,631(6) | | | | $2,888,395 | | Dybeck Happe | 3/2/2020 | Options | 62,550(3) | 62,550 | $73.25 | 3/2/2030 | $3,401,469 | | | 3/2/2020 | Options | 315,546(7) | 0 | $73.25 | 3/2/2030 | $17,159,391 | | | 9/3/2020 | PSUs | 205,110(8) | | | | $26,178,189 | | | 3/1/2021 | Options | 44,401(3) | 22,200 | $85.67 | 3/1/2031 | $1,863,066 | | | 3/1/2021 | PSUs | 42,739(3) | | | | $5,454,779 | | | 3/1/2021 | RSUs | 5,256(3) | | | | $670,823 | | | 3/1/2022 | Options | 55,133(6) | 0 | $75.42 | 3/1/2032 | $2,878,494 | | | 3/1/2022 | RSUs | 10,317(6) | | | | $1,316,759 | | | 3/1/2023 | Options | 44,656(6) | 0 | $84.14 | 3/1/2033 | $1,942,089 | | | 3/1/2023 | PSUs | 17,551(4) | | | | $2,240,034 | | | 3/1/2023 | RSUs | 12,070(6) | | | | $1,540,494 | | Stokes | 9/05/2014 | Options | 39,805(9) | 39,805 | $163.95 | 9/5/2024 | $0 | | | 9/11/2015 | Options | 18,629(9) | 18,629 | $156.76 | 9/11/2025 | $0 | | | 9/9/2016 | Options | 23,884(9) | 23,884 | $189.17 | 9/9/2026 | $0 | | | 9/6/2017 | Options | 31,844(9) | 31,844 | $156.57 | 9/6/2027 | $0 | | | 1/29/2018 | Options | 79,610(3) | 79,610 | $102.27 | 1/29/2028 | $2,018,910 | | | 3/19/2019 | Options | 45,265(3) | 45,265 | $66.59 | 3/19/2029 | $2,762,976 | | | 3/2/2020 | Options | 43,785(3) | 43,785 | $73.25 | 3/2/2030 | $2,381,028 | | | 9/3/2020 | RSUs | 59,044(10) | | | | $7,535,786 | | | 3/1/2021 | Options | 31,080(3) | 15,540 | $85.67 | 3/1/2031 | $1,304,117 | | | 3/1/2021 | PSUs | 36,629(3) | | | | $4,674,959 | | | 3/1/2021 | RSUs | 4,506(3) | | | | $575,101 | | | 3/1/2022 | Options | 41,901(6) | 0 | $75.42 | 3/1/2032 | $2,187,651 | | | 3/1/2022 | RSUs | 9,600(6) | | | | $1,225,248 | | | 3/1/2023 | Options | 44,656(6) | 0 | $84.14 | 3/1/2033 | $1,942,089 | | | 3/1/2023 | PSUs | 17,551(4) | | | | $2,240,034 | | | 3/1/2023 | RSUs | 12,070(6) | | | | $1,540,494 | | Holston | 4/24/2018 | Options | 27,375(3) | 27,375 | $92.20 | 4/24/2028 | $969,896 | | | 3/1/2021 | Options | 24,420(3) | 24,420 | $85.67 | 3/1/2031 | $1,024,663 | | | 3/1/2021 | PSUs | 23,506(3) | | | | $3,000,071 | | | 3/1/2022 | Options | 34,733(6) | 34,733 | $75.42 | 3/1/2032 | $1,813,410 | | | 3/1/2023 | Options | 33,492(6) | 0 | $84.14 | 3/1/2033 | $1,456,567 | | | 3/1/2023 | PSUs | 13,164(4) | | | | $1,680,121 | | | 3/1/2023 | RSUs | 21,123(6) | | | | $2,695,928 | | Cox | 2/25/2019 | Options | 214,867(3) | 214,867 | $67.96 | 2/25/2029 | $12,821,114 | | | 3/19/2019 | Options | 38,799(3) | 38,799 | $66.59 | 3/19/2029 | $2,368,291 | | | 3/2/2020 | Options | 37,530(3) | 37,530 | $73.25 | 3/2/2030 | $2,040,881 | | | 9/3/2020 | RSUs | 48,225(10) | | | | $6,154,957 | | | 3/1/2021 | Options | 26,641(3) | 13,320 | $85.67 | 3/1/2031 | $1,117,856 | | | 3/1/2021 | PSUs | 25,643(3) | | | | $3,272,816 | | | 3/1/2021 | RSUs | 3,154(3) | | | | $402,545 | | | 3/1/2022 | Options | 38,592(6) | 0 | $75.42 | 3/1/2032 | $2,014,888 | | | 3/1/2022 | RSUs | 7,222(6) | | | | $921,744 | | | 3/1/2023 | Options | 31,259(6) | 0 | $84.14 | 3/1/2033 | $1,359,454 | | | 3/1/2023 | PSUs | 12,285(4) | | | | $1,567,935 | | | 3/1/2023 | RSUs | 20,159(6) | | | | $2,618,840 |

  83. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | (1) The market value of GE awards of RSUs, performance shares and PSUs is calculated by multiplying the closing price of GE stock as of December 29, 2023 ($127.63) (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, the Leadership PSUs granted to Ms. Dybeck Happe on September 3, 2020, the 2021 PSUs and the 2023 portion of the 2023 PSUs, this value assumes satisfaction of the maximum-level payout for the awards. For options, the market value is calculated by multiplying the number of shares underlying each award by the spread between the award’s exercise price and the closing price of GE stock as of December 29, 2023. | | (2) Scheduled to vest 100% in 2024 or 2025, in accordance with the terms of the grant agreement. See Potential Termination Payments on page 48 for additional details regarding events that determine the timing of vesting for these Leadership Performance Shares. | | (3) Vested 100% on the third anniversary of the grant date. For Ms. Dybeck Happe, vested in connection with her departure from GE in February 2024. For Messrs. Holston and Cox, who became retirement eligible in April 2023 and February 2024, respectively, options and RSUs vested in accordance with the standard retirement eligibility provisions of the applicable grant agreements. | | (4) Scheduled to vest 100% on the third anniversary of the grant date. For Ms. Dybeck Happe the service condition was satisfied in connection with her departure from GE in February 2024. For Messrs. Holston and Cox, who became retirement eligible in April 2023 and February 2024, respectively, the service condition was satisfied in accordance with the standard retirement eligibility provisions of the applicable grant agreements. | | (5) Scheduled to vest 1/3 on each of the first, second and third anniversary of the grant date. | | (6) Scheduled to vest 50% on each of the second and third anniversary of the grant date. For Ms. Dybeck Happe, vested in connection with her departure from GE in February 2024. For Messrs. Holston and Cox, who became retirement eligible in April 2023 and February 2024, respectively, vested in accordance with the standard retirement eligibility provisions of the applicable grant agreements. | | (7) Scheduled to vest 100% on the fourth anniversary of the grant date, but vested in connection with Ms. Dybeck Happe's departure from GE in February 2024. | | (8) Vested 100% on the fourth anniversary of the grant, but these Leadership PSUs vested in connection with Ms. Dybeck Happe's departure from GE in February 2024. | | (9) Vested 100% on the fifth anniversary of the grant date. | | (10) Scheduled to vest 50% on each of the third and fourth anniversary of the grant date. |

  84. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    GEHC Spin-Off Adjustment Awards. As a result of the treatment of outstanding equity awards in the GE HealthCare spin-off, corporate employees received an equitable adjustment in the form of GEHC equity awards. The table below shows the resulting GEHC Performance Shares, RSUs and PSUs held by corporate named executives at fiscal year-end. The market value of these GEHC awards is calculated using the same methodology as described above for GE awards, referencing the closing price of GEHC stock price as of December 29, 2023 ($77.32). The vesting schedule for these GEHC awards matches the vesting schedule of corresponding GE awards with the same grant date, as described in the footnotes to the table above. See Treatment of Outstanding Employee Equity Awards with the Spin-Offs on page 34.

  85. 2023 Outstanding Equity Awards at Fiscal Year-End Table

    | NAME OF EXECUTIVE | GRANT DATE | AWARD TYPE | NUMBER OUTSTANDING | MARKET VALUE | | Culp | 8/18/2020 | GEHC Performance Shares | 580,959 | $44,919,750 | | | 3/1/2021 | GEHC PSUs | 68,381 | $5,287,219 | | Dybeck Happe | 9/3/2020 | GEHC PSUs | 68,370 | $5,286,368 | | | 3/1/2021 | GEHC PSUs | 11,397 | $881,216 | | | 3/1/2021 | GEHC RSUs | 1,753 | $135,542 | | | 3/1/2022 | GEHC RSUs | 3,439 | $265,903 | | Holston | 3/1/2021 | GEHC PSUs | 6,269 | $484,719 | | Cox | 9/3/2020 | GEHC RSUs | 16,076 | $1,242,996 | | | 3/1/2021 | GEHC PSUs | 6,839 | $528,791 | | | 3/1/2021 | GEHC RSUs | 1,052 | $81,341 | | | 3/1/2022 | GEHC RSUs | 2,408 | $186,187 |

  86. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table shows the number of GE shares the named executives acquired and the values they realized upon the vesting of RSUs during 2023. During the year, only Mr. Holston exercised stock options, none of the named executives had PSUs or performance shares that were earned, and all of the named executives, other than Mr. Culp, had RSUs that vested. Values are shown before payment of any applicable withholding taxes or brokerage commissions. Executives that remain employed by GE are required to hold the stock that they receive following the exercise of stock options (less those shares that are withheld to satisfy the 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 54. The PSUs granted 2021 onwards and the RSUs granted 2022 onwards are also subject to a one-year holding requirement following settlement, regardless of whether the executive has met his or her stock ownership requirements.

  87. Option Exercises and Stock Vested Table

    | | OPTION AWARDS* | | STOCK AWARDS* | | | 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 | | Ghai | 0 | $0 | 29,299 | $3,354,589 | | Dybeck Happe | 0 | $0 | 10,359 | $875,958 | | Stokes | 0 | $0 | 67,921 | $7,510,853 | | Holston*** | 169,968 | $4,736,303 | 51,258 | $5,505,395 | | Cox | 0 | $0 | 54,441 | $6,047,177 |

  88. Option Exercises and Stock Vested Table

    | * Subject to stock ownership requirement for continuing executives; dollar amount represents pre-tax value realized. | | ** As described under Treatment of Outstanding Employee Equity Awards with the Spin-Offs on page 34, corporate employees received a mix of GE and GEHC equity awards. In 2023, 3,453 GEHC stock awards vested for Ms. Dybeck Happe for a value of $259,709; 17,088 GEHC stock awards vested for Mr. Holston for a value of $1,239,866; and 18,147 GEHC stock awards vested for Mr. Cox for a value of $1,282,055. These amounts are not included in the table above. | | *** Mr. Holston became retirement eligible in April 2023 (five years of service and over 60 years old). As a result, options and RSUs held by Mr. Holston for more than one year vested in accordance with the retirement eligibility provisions of his applicable grant agreements. |

  89. 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, 2023. No withdrawals or distributions from these plans were made in 2023.

  90. Nonqualified Deferred Compensation Table

    | | | | AGGREGATE EARNINGS IN LAST FISCAL YEAR | | | AGGREGATE BALANCE AT LAST FISCAL YEAR-END | | | | NAME | EXECUTIVE CONTRIBUTIONS IN 2023 | COMPANY CREDITS IN 2023 | DEFERRED BONUS PROGRAM | DEFERRED SALARY PROGRAM | GE RESTORATION PLAN | DEFERRED BONUS PROGRAM | DEFERRED SALARY PROGRAM | GE RESTORATION PLAN | | Culp | $0 | N/A | $452,527 | N/A | N/A | $2,146,152 | N/A | N/A | | Ghai | $0 | $76,869 | $0 | N/A | $198 | $0 | N/A | $78,662 | | Dybeck Happe | $0 | N/A | $0 | N/A | N/A | $0 | N/A | N/A | | Stokes | $0 | N/A | $157 | $8,908 | N/A | $3,873 | $113,707 | N/A | | Holston | $0 | N/A | $0 | N/A | N/A | $0 | N/A | N/A | | Cox | $0 | N/A | $0 | N/A | N/A | $0 | N/A | N/A |

  91. Nonqualified Deferred Compensation Table

    EXECUTIVE CONTRIBUTIONS IN 2023. Amounts represent compensation deferred during 2023. COMPANY CREDITS IN 2023. Amounts represent accrued company credits in the GE Restoration Plan in 2023. AGGREGATE EARNINGS IN 2023. Reflects earnings on each type of deferred compensation listed in this section that were credited to the named executives’ deferred compensation account during 2023. 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, 2023; minus that amount as of December 31, 2022; minus any contributions during the year. See Summary Compensation Table on page 38 for the above-market portion of these earnings in 2023. AGGREGATE BALANCE AT DECEMBER 31, 2023. The fiscal year-end balance reported in the table above includes $1.7 million for deferred bonus for Mr. Culp that was previously reported in the Summary Compensation Table and $3,716 for deferred bonus and $104,799 for deferred salary for Mr. Stokes that were previously reported in the Summary Compensation Table. No amounts for Mr. Ghai were previously reported in the Summary Compensation Table.

  92. Pension Benefits

    Pension Benefits The company provides retirement benefits to certain named executives based in the United States under the same GE Pension Plan (the Pension Plan) and GE Supplementary Pension Plan (the 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. See Impact of Spin-Offs on Pension Plans on page 47 for additional information regarding the treatment of the Pension Plan and Supplementary Pension Plan in connection with the spin-offs.

  93. GE Supplementary Pension Plan

    60 without any reduction in benefits. GE Supplementary Pension Plan The Supplementary Pension Plan is an unfunded and non-tax-qualified retirement program for eligible executives that is closed to new participants and provides the benefits described below. Mr. Ghai is not eligible to participate in this plan. Supplementary Pension Benefit. The Supplementary Pension benefit is an annuity benefit above amounts available under the Pension Plan for eligible executives (including Mr. Stokes, who is the only named executive eligible for this benefit). Effective January 1, 2021, participants stopped accruing this benefit and began accruing the Executive Retirement Benefit described below for their future credited service. Employees generally must remain continuously employed until age 60 in order to vest in a Supplementary Pension benefit. The annual Supplementary Pension benefit, when combined with certain amounts payable under other pension programs and Social Security, will equal 1.75% of earnings credited for retirement benefits multiplied by the number of years of credited service (through 2020), up to a maximum of 60% of such earnings credited for retirement benefits. 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 December 31, 2020. The Supplementary Pension benefit would be provided after retirement as monthly payments for life (with a guaranteed minimum benefit of five years). The plan also provides for spousal joint and survivor annuity options. The normal retirement age under the plan is 65; however, executives eligible for this benefit who began working at GE prior to 2005 may retire at age 60 without any reduction in benefits. Executive Retirement Benefit. The Executive Retirement Benefit equals, for each year of credited service, a percentage (generally 18% for a named executive, but ranging from 10% to 18% depending on a participant’s role) of average annual compensation (base salary and bonus) for the highest 36 consecutive months out of the last 120 months prior to retirement. The Executive Retirement Benefit would be provided to Messrs. Culp, Holston and Cox and Ms. Dybeck Happe after retirement as 10 equal annual installment payments. In connection with her separation on February 14, 2024, Ms. Dybeck Happe forefeited all her accumulated benefits under the Executive Retirement Benefit. 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

  94. Pension Benefits Table

    Pension Benefits Table The table below shows the present value of the accumulated benefit as of December 31, 2023, 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 2023.

  95. 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 | 5 | N/A | N/A | $3,616,733 | N/A | $0 | | Ghai | N/A | N/A | N/A | N/A | N/A | N/A | | Dybeck Happe | 4 | N/A | N/A | $852,162* | N/A | $0 | | Stokes | 24 | $941,854 | $9,159,457 | $715,330 | $0 | $0 | | Holston | 6 | N/A | N/A | $2,370,042 | N/A | $0 | | Cox | 5 | N/A | N/A | $1,887,841 | N/A | $0 |

  96. Pension Benefits Table

    | * In connection with her separation on February 14, 2024, Ms. Dybeck Happe forfeited all her accumulated benefits under the Executive Retirement Benefit. |

  97. Pension Benefits Table

    NUMBER OF YEARS OF CREDITED SERVICE. No further accruals of benefits under the Pension Plan and the Supplementary Pension benefit are permitted for service after 2020. For purposes of the Executive Retirement Benefit, Mr. Stokes’s credited service is limited to service after 2020 (when the Supplementary Pension benefit accrual ceased). PRESENT VALUE OF ACCUMULATED BENEFIT. The accumulated benefit is based on years of service and earnings (base salary and bonus) considered by the plans for the period through December 31, 2023. If applicable, it also includes the value of contributions made by the named executives throughout their careers. For purposes of calculating the present value, we assume that the named executives will remain in service until the age at which they may retire without any reduction in benefits. 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 for 2023, including the statutory discount rate assumption of 5.18% for the Pension Plan and 5.15% for the Supplementary Pension Plan and 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.

  98. Pension Benefits

    Pension Benefits The table below shows the pension benefits that would have become payable under the applicable pension plan(s) (as described under Pension Benefits on page 46) if the named executives had died, become disabled, voluntarily terminated or retired as of December 31, 2023.

  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 | $442,960 | N/A | $N/A | $442,960 | | Ghai | N/A | N/A | N/A | $N/A | N/A | | Dybeck Happe | N/A | $158,852 | N/A | $N/A | N/A | | Stokes | $6,255,943 | $173,471 | $1,155,710 | $89,933 | N/A | | Holston | N/A | $292,085 | N/A | $N/A | $292,085 | | Cox | N/A | $229,609 | N/A | $N/A | $229,609 |

  101. POTENTIAL TERMINATION PAYMENTS TABLE (PENSION BENEFITS)

    LUMP SUM UPON DEATH. Reflects the Supplementary Pension benefit payable in a lump sum based on whichever of the following has a higher value: (1) the 50% survivor annuity that the spouse would have received under this plan if the participant had retired at age 60 and elected the spousal 50% joint and survivor annuity option prior to death, or (2) five years of pension distributions under this plan. ANNUAL BENEFITS UPON DEATH. Reflects 10 annual installment payments of the Executive Retirement Benefit and/or the annual amount payable for the life of the surviving spouse under the Pension Plan. Under the Pension Plan, the benefit is payable either as an annuity, as if the participant had elected the spousal 50% joint and survivor annuity option prior to death, or an immediate lump-sum payment based on five years of pension distributions, in each case based upon the accrued benefit. For participants age 60 or older, over age 50 with 15 years of service, or under age 50 with 30 years of service, the spousal annuity payment is immediate; otherwise the spousal annuity is payable when the participant would have reached age 60. ANNUAL BENEFITS UPON DISABILITY. Reflects the 50% joint and survivor annuity under the Pension Plan and the Supplementary Pension benefit, and/or 10 annual installment payments as the Executive Retirement Benefit if the participant has at least 15 years of service. Participants who are disabled after age 60 are eligible to retire and amounts are shown in the Retirement column. ANNUAL BENEFITS UPON VOLUNTARY TERMINATION. Reflects the 50% joint and survivor annuity payable at age 60 under the Pension Plan for Mr. Stokes; does not include any payments under the Supplementary Pension Plan (either the Supplementary Pension benefit or the Executive Retirement Benefit) because they are forfeited upon voluntary termination before age 60. Participants who terminate employment after age 60 are eligible to retire and amounts are shown in the Retirement column. ANNUAL BENEFITS UPON RETIREMENT. Reflects 10 annual installment payments as the Executive Retirement Benefit for Messrs. Culp, Holston and Cox, who have reached age 60.

  102. CEO Pay Ratio

    CEO Pay Ratio As a result of the employee population changes in connection with the spin-off of GE HealthCare in January 2023, we determined that a new median employee should be selected. HOW WE IDENTIFIED THE MEDIAN EMPLOYEE. To identify the median employee, we identified our total employee population as of December 31, 2023, 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, 2023. RATIO OF CEO PAY TO MEDIAN EMPLOYEE PAY. Our median employee earned $73,038 in total compensation for 2023. The total 2023 compensation reported for Mr. Culp as reported under SEC Total in the Summary Compensation Table on page 38 was $14,698,285. Based upon total compensation for 2023, we calculated that our ratio of CEO to median employee pay was 201 to 1. Our median employee is employed in Italy in our Aerospace business.

  103. CEO Pay Ratio

    | * These 77 countries and their headcounts as of the calculation date were: Algeria (179), Angola (22), Argentina (140), Australia (461), Austria (54), Azerbaijan (2), Bahrain (54), Bangladesh (21), Belgium (74), Benin (9), Cameroon (6), Chad (1), Chile (120), Colombia (78), Côte d’Ivoire (35), Croatia (493), Denmark (334), Ecuador (2), Egypt (226), Estonia (6), Ethiopia (2), Finland (137), Georgia (8), Ghana (17), Greece (38), Hong Kong (37), Indonesia (440), Iraq (75), Ireland (178), Israel (215), Jordan (8), Kazakhstan (44), Kenya (25), Kosovo (6), Kuwait (56), Kyrgyzstan (2), Latvia (4), Lebanon (18), Libya (13), Lithuania (10), Luxembourg (4), Mauritius (2), Mongolia (3), Montenegro (5), Morocco (69), Mozambique (2), Myanmar (2), Netherlands (172), New Zealand (25), Nigeria (77), Norway (124), Oman (18), Pakistan (138), Panama (16), Peru (48), Philippines (29), Portugal (57), Qatar (111), Republic of Korea (425), Russia (73), Senegal (5), Serbia (19), Slovakia (13), South Africa (266), Sri Lanka (1), Sweden (235), Taiwan (373), Tajikistan (6), Tanzania (4), Thailand (124), Trinidad and Tobago (2), Tunisia (26), Turkmenistan (9), Ukraine (16), Uruguay (2), Uzbekistan (2), and Zambia (3), for a total of 6,156 employees. As of December 31, 2023, using the methodology required by the rule governing this disclosure, GE had approximately 44,000 U.S. employees and approximately 81,000 employees in other countries, for a total of approximately 125,000 employees globally factored into the sample before the country exclusions listed above. |

  104. 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 Incentive Compensation section on page 40. We refer collectively to awards of RSUs, PSUs, performance shares and stock options as equity awards in this Pay versus Performance section.

  105. Pay Versus Performance

    | | | | | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NAMED EXECUTIVES(1)(2) | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | COMPANY- SELECTED PERFORMANCE MEASURE: FREE CASH FLOW ($M)(5)(6) | | YEAR(1) | SUMMARY COMPENSATION TABLE FOR PEO(1) | COMPENSATION ACTUALLY PAID TO PEO(1)(2) | AVERAGE SUMMARY COMPENSATION TABLE TOTAL FOR NON-PEO NAMED EXECUTIVES(1) | | TOTAL SHAREHOLDER RETURN | PEER GROUP TOTAL SHAREHOLDER RETURN(4) | NET INCOME ($M)(5) | | | 2023 | $14,698,285 | $182,548,275(3) | $7,708,170 | $24,033,475(3) | $186 | $150 | $9,443 | $5,150 | | 2022 | $8,198,024 | $(23,798,500) | $8,969,318 | $3,579,820 | $95 | $127 | $292 | $4,758 | | 2021 | $22,663,449 | $21,302,944 | $8,584,656 | $7,655,599 | $107 | $134 | $(6,591) | $1,889 | | 2020 | $73,192,032 | $115,891,919 | $14,595,432 | $15,948,471 | $97 | $111 | $5,546 | $635 |

  106. Pay Versus Performance

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

  107. Pay Versus Performance

    | YEAR | PRINCIPAL EXECUTIVE OFFICER (PEO) | NON-PEO NAMED EXECUTIVES | | 2023 | H. Lawrence Culp, Jr. | Rahul Ghai, Carolina Dybeck Happe, Russell Stokes, Michael Holston, Kevin Cox | | 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 |

  108. Pay Versus Performance

    | (2) 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. |

  109. Pay Versus Performance

    | (3) The 2023 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: |

  110. Pay Versus Performance

    | | PEO | AVERAGE OF NON-PEOs | | TOTAL REPORTED IN 2023 SUMMARY COMPENSATION TABLE | $14,698,285 | $7,708,170 | | Less, value of equity awards reported in the Summary Compensation Table | 4,999,987 | 3,109,632 | | Add, year-end value of equity awards granted in 2023 that are unvested and outstanding | 12,139,758 | 5,729,799 | | Add, change in fair value (from prior year-end) of prior year equity awards that are unvested and outstanding | 161,161,843 | 11,756,913 | | Add, fair market value of equity awards granted in 2023 and that vested in 2023 | - | - | | Add, change in fair value (from prior year-end) of prior year equity awards that vested in 2023 | - | 2,329,982 | | Less, prior year-end fair value of prior year equity awards that failed to vest in 2023 | - | - | | Add, dividends and dividend equivalent payments paid during 2023 on unvested equity awards | - | - | | Less, change in present value of accumulated pension plan benefits reported in the Summary Compensation Table | 1,002,278 | 567,454 | | Add, service cost for defined benefit and pension plans | 550,654 | 185,695 | | Add, prior service cost for defined benefit and pension plans | - | - | | Compensation Actually Paid for Fiscal Year 2023 | $182,548,275 | $24,033,475 | | Certain columns may not add due to the use of rounded numbers. | | |

  111. Pay Versus Performance

    | (4) As permitted by SEC rules, the peer group referenced for purposes of “Peer group total shareholder return” is that of the S&P 500 Industrials Index, which is the industry index reported in our Annual Report on Form 10-K for 2023 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. |

  112. Pay Versus Performance

    | (5) For 2020, 2021 and 2022, the performance results included in the table reflect our financial performance prior to the spin-off of GE HealthCare business and do not reflect the reclassification of our HealthCare business into discontinued operations or the adoption of certain accounting standards updates. | | (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 2023 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 on page 68. |

  113. RELATIONSHIPS BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL PERFORMANCE MEASURES

    RELATIONSHIPS BETWEEN COMPENSATION ACTUALLY PAID AND FINANCIAL PERFORMANCE MEASURES In accordance with Item 402(v) of Regulation S-K, the company is providing the following descriptions of the relationships between information presented in the Pay versus Performance table. The calculation of compensation actually paid in each of the years shown reflects required adjustments to equity award valuations under SEC rules, which were in turn impacted by our stock price performance and cancellation of performance-based awards that did not meet their established thresholds. When the committee selected performance measures in support of the design of our 2023 executive compensation program, 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 and profit or adjusted profit (as applicable), 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 2023 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 four years shown. A significant portion of our executive compensation program comprises equity awards, and compensation actually paid for such years was most strongly affected by our stock price performance, as reflected in the equity award valuations required by SEC rules. For 2023, our stock price increased 95% year over year, compared to 16% for our peer group, the S&P 500 Industrials Index, resulting in our TSR nearly doubling for 2023 and our four-year total TSR ending higher than that of our peer group. This performance resulted in a substantial increase in our PSU award valuations included in the calculation of compensation actually paid for 2023. In addition, our TSR performance being below that of the peer group for 2020, 2021 and 2022, 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. 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 four 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.