DEF 14A of GE HealthCare Technologies Inc., Apr 10, 2025

DEF 14A of GE HealthCare Technologies Inc.

Filed Apr 10, 2025 · FY20240001628280-25-017240

Open on EDGAR

  1. Director Nominees

    Director Nominees The Nominating and Governance Committee (the “Governance Committee”) recommended and the Board nominated each of the 10 incumbent directors for election at the Annual Meeting to hold office until the 2026 Annual Meeting of Stockholders or until their successors have been elected and qualified. Information about each director nominee in this Proxy Statement Summary is as of March 31, 2025.

  2. Director Nominees

    | H. Lawrence Culp, Jr. | | | Risa Lavizzo‑Mourey | | Independent | | | Chairman Chairman and Chief Executive Officer GE Aerospace Age: 62 | | | Lead Director Nominating and Governance Committee Chair Professor Emerita University of Pennsylvania Former President and Chief Executive Officer Robert Wood Johnson Foundation Age: 70 | | | Peter J. Arduini | | | Rodney F. Hochman | | Independent | | | President and Chief Executive Officer GE HealthCare Technologies Inc. Age: 60 | | | Chief Executive Officer Emeritus Providence Age: 69 | | | Lloyd W. Howell, Jr. | | Independent | Catherine Lesjak | | Independent | | | Executive Director NFL Players Association Former Executive Vice President, Chief Financial Officer, and Treasurer Booz Allen Hamilton Holding Company Age: 58 | | | Audit Committee Chair Former Executive Vice President and Chief Financial Officer HP, and its predecessor, Hewlett-Packard Age: 66 | | | Anne T. Madden | | Independent | Tomislav Mihaljevic | | Independent | | | Senior Vice President and General Counsel Honeywell International Inc. Age: 60 | | | Chief Executive Officer and President, Morton L. Mandel CEO Chair Cleveland Clinic Age: 61 | | | William J. Stromberg | | Independent | Phoebe L. Yang | | Independent | | | Talent, Culture, and Compensation Committee Chair Former Chief Executive Officer T. Rowe Price Group Age: 65 | | | Former General Manager Amazon Web Services, Healthcare Age: 56 | |

  3. Director Nominees

    | 6 | GE HEALTHCARE 2025 PROXY STATEMENT |

  4. Board of Directors

    Board of Directors Our Board composition reflects our intention to have a board of directors with a well-rounded range of perspectives and a variety of experiences and industry backgrounds related to our business activities. The composition of the Board nominees is:

  5. Board of Directors

    | Age | Gender | | | 3 board leadership positions are held by women and 2 are held by men | | Birthplace | Independence | | | | | Demographic Background | All director nominees except our Chairman and our Chief Executive Officer (“CEO”) are independent and meet applicable heightened independence standards for our Audit Committee, Talent, Culture, and Compensation Committee (“Compensation Committee”), and Governance Committee. | | | |

  6. Board of Directors

    | GE HEALTHCARE 2025 PROXY STATEMENT | 7 |

  7. Governance

    Governance GE HealthCare’s commitment to good corporate governance is embodied in our Governance Principles. The Governance Principles set forth the Board’s governance practices. The Governance Committee assesses the Governance Principles on an ongoing basis in light of current practices. The following is a summary of our significant corporate governance practices.

  8. Governance

    | Key Corporate Governance Practices | | | •Majority of independent directors, with a goal of at least two-thirds independent; 8 out of 10 director nominees are independent •Annual election of all directors by majority vote •No supermajority provisions in governing documents •Strong lead director with clearly delineated duties •Lead director oversees the Board’s periodic review of its leadership structure •Annual Board and committee self-evaluations •Board-level oversight of sustainability matters •Board refreshment mechanism (term limit of 15 years) | •Regular executive sessions of independent directors •Board and committees may hire outside advisors independent of management •Clawback policy that applies to all cash and equity incentive awards •Prohibitions against hedging and pledging •Robust stock ownership and retention requirements •Limits on director outside board commitments (“overboarding”) •No poison pill or dual-class shares •Stockholder right to call special meetings at 25% •Proxy access provisions |

  9. Governance

    | 8 | GE HEALTHCARE 2025 PROXY STATEMENT |

  10. Governance

    | Management Proposal No. 1 Election of Directors | | All nominees are current GE HealthCare Board members. What are you voting on? At the Annual Meeting, ten director nominees will stand for election to hold office until the 2026 Annual Meeting of Stockholders or until their successors have been elected and qualified. | | | The Board recommends a vote FOR each director nominee | |

  11. Nominee Biographies

    Nominee Biographies The following information about each director nominee is as of March 31, 2025.

  12. Nominee Biographies

    | | H. Lawrence Culp, Jr. | Chairman Age: 62 Birthplace: United States | Key Skills & Experience •Healthcare Industry •Finance and Accounting •Risk Management •Global •Academia and Nonprofit Other Current Public Company Boards •GE Aerospace Prior Public Company Boards •Danaher Corporation •GlaxoSmithKline •T. Rowe Price Group Other Positions •Member and former Chairman, Board of Visitors & Governors, Washington College •Member, Board of Trustees, Wake Forest University | | Chairman and Chief Executive Officer, GE Aerospace | | | | Mr. Culp is the Chairman and Chief Executive Officer of General Electric Company, operating as GE Aerospace. Mr. Culp joined the GE Board of Directors in April 2018 and was appointed Chief Executive Officer of GE in October 2018. In June 2022, he assumed additional duty as Chief Executive Officer of GE Aerospace and became Chairman and Chief Executive Officer of GE Aerospace when it launched as a public company in April 2024. He has also served as the non-executive Chairman of our Board since the Spin-Off. As Chairman and Chief Executive Officer of GE, Mr. Culp led the industrial technology company’s multi-year financial and operational transformation. Under his leadership, GE further focused the company’s portfolio and simultaneously improved operations across its businesses by implementing and adopting lean with a relentless focus on safety, quality, delivery, and cost—in that order—to better serve customers. These efforts built a strong foundation for the successful creation of three independent, investment-grade public companies GE HealthCare, GE Vernova, and GE Aerospace. Each company is an industry leader with extensive global installed bases and a strong services orientation. Prior to joining GE, Mr. Culp spent 25 years at Danaher Corporation, including serving as President and Chief Executive Officer from 2001 to 2014. Mr. Culp joined Danaher in 1990 at Veeder-Root, becoming President in 1993. He was appointed Group Executive and Corporate Officer in 1995, with responsibility for Danaher’s Environmental and Electronic Test and Measurement platforms while also serving as President of Fluke and Fluke Networks. He was named Executive Vice President in 1999, Chief Operating Officer in 2000, and President and Chief Executive Officer in 2001. Mr. Culp is a graduate of Harvard Business School and served as a Senior Lecturer from 2015 to 2018. We believe that Mr. Culp’s globally recognized leadership, risk management, and executive management experience make him uniquely qualified to serve as our Chairman. | | |

  13. Nominee Biographies

    | GE HEALTHCARE 2025 PROXY STATEMENT | 9 |

  14. Nominee Biographies

    | | Risa Lavizzo-Mourey | Independent Lead Director Chair: Governance Committee Committee Memberships Governance Committee Age: 70 Birthplace: United States | Key Skills & Experience •Healthcare Industry •Science and Technology •Risk Management •Government and Legal •Academia and Nonprofit Other Current Public Company Boards •Intel (until May 2025) •Merck Prior Public Company Boards •Hess •General Electric •Better Therapeutics Other Positions •Chair, Smithsonian Institution Board of Regents •Advisory Board Member, National Museum of Natural History •Governor, TIAA •Trustee, Howard Hughes Medical Institute •Board of Advisors, HealthQuest | | Professor Emerita, University of Pennsylvania, and Former President and Chief Executive Officer, Robert Wood Johnson Foundation | | | | Dr. Lavizzo-Mourey has served as Lead Director of our Board since the Spin-Off. Dr. Lavizzo-Mourey served as the Robert Wood Johnson Foundation Professor of Health Equity and Health Policy from January 2018 to January 2021. From 2003 to 2017, Dr. Lavizzo-Mourey was the Chief Executive Officer of the Robert Wood Johnson Foundation, where she spearheaded initiatives to reverse the childhood obesity epidemic, create an affordable and inclusive healthcare system, and address social factors associated with adverse health impacts. Dr. Lavizzo-Mourey was a professor at the University of Pennsylvania from 1986 until 2003 where she served as Chief of Geriatric Medicine and Director of the Institute of Aging. She also has extensive government experience in a wide range of roles from 1985 to 1998, including as a Co-Chair of the White House Health Care Reform Task Force and as an Advisory Committee Member on the President’s Advisory Commission on Consumer Protection and Quality in the Health Care Industry. We believe Dr. Lavizzo-Mourey is well-qualified to serve on our Board because of her extensive leadership experience, accomplishments in both academia and nonprofit organizations, and healthcare knowledge. | | |

  15. Nominee Biographies

    | | Peter J. Arduini Age: 60 Birthplace: United States | Key Skills & Experience •Healthcare Industry •Finance and Accounting •Science and Technology •Risk Management •Global Other Current Public Company Boards •Bristol Myers Squibb Prior Public Company Boards •Integra LifeSciences Other Positions •Chair of Board of Directors, Advanced Medical Technology Association •Director and Chair of Funds Development, National Italian American Foundation | | President and Chief Executive Officer, GE HealthCare Technologies Inc. | | | | In December 2022, Mr. Arduini was appointed as our President and Chief Executive Officer in connection with the Spin-Off, and he has also served as a member of the Board since the Spin-Off. He served as the President and Chief Executive Officer of GE’s healthcare business from January 2022 until December 2022. Previously, Mr. Arduini was the President and Chief Executive Officer of Integra LifeSciences (“Integra”), a global medical technology company, from January 2012 to December 2021. During his tenure as Integra’s Chief Executive Officer, the Integra portfolio evolved significantly to a faster growing and more profitable company through multiple acquisitions and a sustainable research and development pipeline. Prior to Integra, Mr. Arduini worked at Baxter Healthcare as President of its Medication Delivery division. Before Baxter Healthcare, he spent 15 years at GE’s healthcare business in a variety of leadership roles in the United States and globally, including leading the Computed Tomography and Molecular Imaging business, Healthcare Services and U.S. sales. As our Chief Executive Officer and with many years of experience leading organizations that provide healthcare products and services, Mr. Arduini has extensive knowledge of the industry and is uniquely qualified to understand the opportunities and challenges facing our business. | | |

  16. Nominee Biographies

    | 10 | GE HEALTHCARE 2025 PROXY STATEMENT |

  17. Nominee Biographies

    | | Rodney F. Hochman | Independent Committee Memberships Compensation Committee Governance Committee Age: 69 Birthplace: United States | Key Skills & Experience •Healthcare Industry •Finance and Accounting •Science and Technology •Risk Management •Academia and Nonprofit Prior Public Company Boards •Diversey Holdings Other Positions •Fellow of the American College of Rheumatology •Fellow of the American College of Physicians •Advisory Board Member, University of Washington Foster School of Business •Dean’s Advisory Board Member, Boston University School of Medicine •Director, Truveta •Director, LeanTaas | | Chief Executive Officer Emeritus, Providence | | | | Dr. Hochman has served as a member of our Board since the Spin-Off. Dr. Hochman has served as Senior Advisor, Healthcare at Bain Capital, LP, a private investment firm, and Chief Executive Officer Emeritus of Providence, a Catholic not-for-profit health system, since January 2025. From 2016 through December 2024, Dr. Hochman served as the President and Chief Executive Officer of Providence. Dr. Hochman also served as a member of the board of Providence until his retirement in December 2024. From 2013 to 2016, he served as the President and Chief Executive Officer of Providence Health & Services, Inc., which merged with St. Joseph Health to form Providence St. Joseph Health (now Providence) in 2016. Before that, he served as the President and Chief Executive Officer of Swedish Medical Center from 2007 to 2012. From 1998 to 2007, Dr. Hochman held various leadership roles within the Sentara Health System. He is former Chair of the American Hospital Association and the Catholic Health Association. We believe Dr. Hochman is well-qualified to serve on our Board because of his extensive leadership experience, finance and accounting expertise, and healthcare knowledge. | | |

  18. Nominee Biographies

    | | Lloyd W. Howell, Jr. | Independent Committee Memberships Audit Committee | Financial Expert Compensation Committee Age: 58 Birthplace: United States | Key Skills & Experience •Healthcare Industry •Finance and Accounting •Science and Technology •Risk Management •Government and Legal Other Current Public Company Boards •Moody’s Prior Public Company Boards •Integra LifeSciences •KLDiscovery Other Positions •Member of Board of Overseers, University of Pennsylvania School of Engineering and Applied Sciences •Director, ManTech International | | Executive Director, NFL Players Association, and Former Executive Vice President, Chief Financial Officer, and Treasurer, Booz Allen Hamilton Holding Company | | | | Mr. Howell has served as a member of our Board since the Spin-Off. He has been the Executive Director of the NFL Players Association since July 2023. From July 2016 to October 2022, Mr. Howell served as Executive Vice President, Chief Financial Officer, and Treasurer of Booz Allen Hamilton Holding Company (“Booz Allen”), a professional services company. He then continued as Executive Vice President of Booz Allen from October 2022 through December 2022 to assist Booz Allen with the transition to his retirement. During his more than 34 years at Booz Allen, Mr. Howell held a variety of leadership roles. From 2013 to 2016, he led Booz Allen’s Civil and Commercial Group. Prior to that, he held the position of Executive Vice President, Client Services Office from 2009 to 2013. Since March 2023, Mr. Howell has served as Operating Executive for The Carlyle Group, a global investment firm. We believe Mr. Howell is well-qualified to serve on our Board because of his financial expertise and significant leadership and business experience. | | |

  19. Nominee Biographies

    | GE HEALTHCARE 2025 PROXY STATEMENT | 11 |

  20. Nominee Biographies

    | | Catherine Lesjak | Independent Chair: Audit Committee Committee Memberships Audit Committee | Financial Expert Age: 66 Birthplace: Canada | Key Skills & Experience •Finance and Accounting •Science and Technology •Risk Management •Global Other Current Public Company Boards •GE Aerospace •PROS Holdings Prior Public Company Boards •SunPower Other Positions •Advisory Board, Haas School of Business, University of California, Berkeley | | Former Executive Vice President and Chief Financial Officer, HP, and its predecessor, Hewlett-Packard | | | | Ms. Lesjak was appointed to our Board in December 2022 in connection with the Spin-Off. Ms. Lesjak held a broad range of financial leadership roles over a 32-year career at HP Inc. (formerly Hewlett-Packard Company) (“HP”), a multinational information technology company, from which she retired in March 2019. Most recently, from July 2018 until March 2019, she was the interim Chief Operating Officer of HP. From January 2007 to November 2015, Ms. Lesjak was Executive Vice President and Chief Financial Officer of HP, and from November 2015 to July 2018, she was Chief Financial Officer. Ms. Lesjak served as Interim Chief Executive Officer of HP from August 2010 until November 2010. Prior to being named Chief Financial Officer, Ms. Lesjak served as Senior Vice President and Treasurer of HP. Earlier in her career at HP, she managed financial operations for Enterprise Marketing and Solutions and the Software Global Business Unit. We believe Ms. Lesjak is well-qualified to serve on our Board because of her significant risk management and leadership experience and financial expertise. | | |

  21. Nominee Biographies

    | | Anne T. Madden | Independent Committee Memberships Audit Committee | Financial Expert Governance Committee Age: 60 Birthplace: United States | Key Skills & Experience •Finance and Accounting •Science and Technology •Risk Management •Government and Legal •Global Other Positions •Director, Quantinuum, a subsidiary of Honeywell | | Senior Vice President and General Counsel, Honeywell International Inc. | | | | Ms. Madden has served as a member of our Board since the Spin-Off. Since October 2017, Ms. Madden has served as Senior Vice President and General Counsel at Honeywell International Inc. (“Honeywell”), a diversified technology and manufacturing company, where she also served as Corporate Secretary from January 2018 to September 2019. Prior to that, Ms. Madden was Vice President, Corporate Development and Global Head of M&A at Honeywell for sixteen years. During her tenure, Honeywell made approximately 100 acquisitions representing approximately $15 billion in revenues and divested approximately 70 businesses representing close to $9 billion of non-core revenues. Ms. Madden joined AlliedSignal, Honeywell’s predecessor, in 1996 as General Counsel of Fluorine Products and, later that year, became Vice President and General Counsel of Specialty Chemicals and then Vice President and Deputy General Counsel of Performance Materials and Technologies. Earlier in her career, Ms. Madden worked at Shearman & Sterling and KPMG. We believe Ms. Madden is well-qualified to serve on our Board because of her significant risk management, legal, and business experience. | | |

  22. Nominee Biographies

    | 12 | GE HEALTHCARE 2025 PROXY STATEMENT |

  23. Nominee Biographies

    | | Tomislav Mihaljevic | Independent Committee Memberships Compensation Committee Governance Committee Age: 61 Birthplace: Croatia | Key Skills & Experience •Healthcare Industry •Science and Technology •Risk Management •Global •Academia and Nonprofit Prior Public Company Boards •General Electric Other Positions •Board Co-Chair, US-UAE Business Council •Director, Greater Cleveland Partnership •Director, United Way of Greater Cleveland •Board of Directors and Advisory Board, OneTen | | Chief Executive Officer and President, Morton L. Mandel CEO Chair, Cleveland Clinic | | | | Dr. Mihaljevic has served as a member of our Board since the Spin-Off. Since January 2018, Dr. Mihaljevic has served as the Director, Chief Executive Officer and President, Morton L. Mandel CEO Chair, of Cleveland Clinic, a global integrated healthcare system. From 2015 to 2017, Dr. Mihaljevic served as Chief Executive Officer of Cleveland Clinic Abu Dhabi (“CCAD”), the first U.S. multi-specialty hospital to be replicated outside of North America. From 2011 to 2015, he was Chief of Staff and Chairman of the Heart & Vascular Institute at CCAD, leading the recruitment, hiring, and training of the new hospital’s workforce. Dr. Mihaljevic joined Cleveland Clinic in 2004 as a surgeon in the Department of Thoracic and Cardiovascular Surgery. We believe Dr. Mihaljevic is well-qualified to serve on our Board because of his significant leadership and risk management experience and healthcare knowledge. | | |

  24. Nominee Biographies

    | | William J. Stromberg | Independent Chair: Compensation Committee Committee Memberships Audit Committee | Financial Expert Compensation Committee Age: 65 Birthplace: United States | Key Skills & Experience •Finance and Accounting •Risk Management •Global •Academia and Nonprofit Prior Public Company Boards •T. Rowe Price Group Other Positions •Advisory Board Chair, Johns Hopkins University Whiting School of Engineering •Board of Trustees Member, Johns Hopkins University | | Former Chief Executive Officer, T. Rowe Price Group | | | | Mr. Stromberg has served as a member of our Board since the Spin-Off. Mr. Stromberg served as Interim Chief Investment Officer at Johns Hopkins University from June 2024 to February 2025. From January 2016 through May 2024, Mr. Stromberg was a director of the T. Rowe Price Group, Inc. (“Price Group”), a global investment management firm, and served as the Non-executive Chair of the Price Group board from December 2021 through his retirement from the Price Group board in May 2024. Mr. Stromberg served as the Chief Executive Officer of Price Group from January 2016 to December 2021 and was its President from 2016 to February 2021. Prior to that, Mr. Stromberg was Price Group’s Head of Equity from 2009 to 2015 and the Head of U.S. Equity from 2006 to 2009. Earlier in his career at Price Group, he served as a Director of Equity Research and as a portfolio manager. Before joining Price Group in 1987, he was employed by Westinghouse Defense as a systems engineer. We believe Mr. Stromberg is well-qualified to serve on our Board because of his extensive financial, leadership, and business experience. | | |

  25. Nominee Biographies

    | GE HEALTHCARE 2025 PROXY STATEMENT | 13 |

  26. Nominee Biographies

    | | Phoebe L. Yang | Independent Committee Memberships Audit Committee Governance Committee Age: 56 Birthplace: United States | Key Skills & Experience •Healthcare Industry •Science and Technology •Government and Legal •Global •Academia and Nonprofit Other Current Public Company Boards •Doximity Other Positions •Board of Stewardship Trustee, CommonSpirit Health •Advisor, Brighton Park Capital | | Former General Manager, Amazon Web Services, Healthcare | | | | Ms. Yang has served as a member of our Board since the Spin-Off. Ms. Yang was the General Manager of Amazon Web Services, Healthcare, a provider of cloud computing platforms and services, between May 2020 and September 2022. Prior to this role, she was at Ascension, where she served as Chief Strategy Officer for Population Health and as Co-Lead and then Lead Managing Director of Ascension Holdings International. Ms. Yang previously served as a public company senior executive at The Advisory Board Company, Discovery Inc., and AOL Time Warner. Ms. Yang also served as an appointee in two U.S. presidential administrations in the U.S. Department of State and the Federal Communications Commission. We believe Ms. Yang is well-qualified to serve on our Board because of her extensive business, legal, and government experience, both in the U.S. and globally, and her expertise in healthcare, digital transformation, and global expansion. | | |

  27. Nominee Biographies

    | 14 | GE HEALTHCARE 2025 PROXY STATEMENT |

  28. Director Compensation

    Director Compensation The Compensation Committee recommends to the Board for approval compensation and benefits for non-employee directors. The Compensation Committee designed a compensation program to achieve the following goals: compensation should fairly pay directors for work required given the Company’s size and scope; compensation should align directors’ interests with the long-term interests of stockholders; and the structure of the compensation should be simple, transparent, and easy for stockholders to understand. The Compensation Committee reviews non-employee director compensation every two years and makes recommendations for changes to the Board, as necessary. During 2023, the Board approved the Non-Employee Director Compensation and Benefits Plan that outlines all aspects of our non-employee directors’ compensation and benefits. The plan was designed to pay our non-employee directors in line with peers based on benchmarking done in 2022 by Semler Brossy Consulting Group, LLC (“Semler Brossy”). Cash compensation is paid at the end of each quarter of service and prorated for partial years of service. The Board made no changes to the non-employee director compensation program for 2024. Non-employee directors received the following retainers and fees in 2024:

  29. Director Compensation Table

    Director Compensation Table The table below summarizes the compensation paid or earned by our non-employee directors for the year ended December 31, 2024.

  30. Director Compensation Table

    | Director Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | H. Lawrence Culp, Jr. | 255,000 | 199,934 | 454,934 | | Risa Lavizzo‑Mourey | 180,000 | 199,934 | 379,934 | | Rodney F. Hochman(3) | 124,959 | 199,934 | 324,892 | | Lloyd W. Howell, Jr. | 125,000 | 199,934 | 324,934 | | Catherine Lesjak | 150,000 | 199,934 | 349,934 | | Anne T. Madden(3) | 124,959 | 199,934 | 324,892 | | Tomislav Mihaljevic | 125,000 | 199,934 | 324,934 | | William J. Stromberg(4) | 144,952 | 199,934 | 344,885 | | Phoebe L. Yang | 125,000 | 199,934 | 324,934 |

  31. Director Compensation Table

    (1)Consists of annual retainer fees for service as a director and a member of Board committees. Director fees that would have been paid in cash, but, at the election of the director, converted to DSUs, are included in this “Fees Earned or Paid in Cash” column. DSUs are immediately vested, but receipt of the shares is deferred until the first business day after the date specified by the director after separation from service on the Board. (2)Amounts disclosed in this column reflect the aggregate grant date fair value of the RSUs, as applicable, granted to our non-employee directors during 2024, as determined under the principles used to calculate the grant-date fair value of equity awards for purposes of our financial statements in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. GE HealthCare determines the grant date fair value of stock unit awards by multiplying the number of RSUs granted by the closing market price of a share of GE HealthCare common stock on the date of grant. Stock awards outstanding as of December 31, 2024 for each non-employee director consisted of 2,440 RSUs. (3)On May 21, 2024, Mr. Hochman and Ms. Madden each received a grant of 1,525 DSUs in lieu of their annual cash retainer. The grant date fair value of each award was $124,959, determined as noted in footnote 2 above. (4)On May 21, 2024, Mr. Stromberg received a grant of 1,769 DSUs in lieu of his annual cash retainer. The grant date fair value of that award was $144,952, determined as noted in footnote 2 above.

  32. Director Compensation Table

    | GE HEALTHCARE 2025 PROXY STATEMENT | 35 |

  33. Director Compensation Table

    | Management Proposal No. 2 Approval of Our Named Executive Officers’ Compensation in an Advisory Vote | | What are you voting on? Pursuant to Section 14A of the Exchange Act, we are asking stockholders to approve, on an advisory basis, the compensation paid to our NEOs in 2024, as described in this proxy statement. We currently hold say-on-pay votes annually. The next say-on-pay vote will occur at our 2026 Annual Meeting of Stockholders. Why the Board recommends a vote FOR the say-on-pay proposal? As described in the Compensation Discussion and Analysis below, the Board believes our executive compensation program is designed to effectively align the interests of our executives, including our NEOs, with our stockholders. The Company’s compensation programs play a significant role in our ability to attract, retain, and motivate top talent to enable our strategies to create a world where healthcare has no limits. Furthermore, the Board believes the use of a mix of base salary and annual and long-term incentives, along with performance metrics tied to executing on our business strategies and priorities, will result in long-term value creation. Accordingly, the Board recommends that stockholders vote FOR the following resolution: “RESOLVED, that the compensation of the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables, and related information provided in this proxy statement, is hereby APPROVED.” | | | The Board recommends a vote FOR the say-on-pay proposal | |

  34. Director Compensation Table

    | 36 | GE HEALTHCARE 2025 PROXY STATEMENT |

  35. Executive Compensation Best Practices

    | | What We Do | | What We Don’t Do | | Pay-for-performance through emphasis on at-risk, performance-based compensation programs Set rigorous annual bonus and long-term PSU goals tied to Board-approved budget and strategic objectives Align executive and stockholder interests by providing a majority of total target compensation in long-term incentives for our NEOs Maintain robust stock ownership and retention requirements for our directors and executive officers, including a 6x base salary requirement for our CEO Conduct proactive and ongoing stockholder outreach Mitigate undue risk-taking by conducting annual risk assessments and capping potential incentive plan payouts Maintain a robust clawback policy that goes beyond minimum legal requirements and authorizes recoupment of both time- and performance-based awards in the event of misconduct outside the context of a financial restatement Retain a fully independent executive compensation consultant whose independence is reviewed annually by the Compensation Committee Maintain equity grant practices designed to avoid grants right before or at the time of release of material non-public information, including pre-established grant dates Hold annual stockholder say-on-pay advisory vote Conduct an annual review of the compensation and practices of a compensation peer group | | No hedging of Company securities by employees or directors No pledging of Company securities by employees or directors No re-pricing of Options without stockholder approval No “single trigger” cash severance or equity acceleration based solely upon a change in control No excise tax gross-ups for change in control and severance payments No payouts of dividend equivalents on equity awards during vesting or performance periods No excessive perquisites | |

  36. Summary of 2024 Compensation Program Elements

    | Fixed | Performance-Based / At-Risk | | | | | | Short-Term Incentive | Long-Term Equity-Based Incentives | | | | Salary | Annual Bonus | PSUs | Options | RSUs | | •Provides fixed compensation to attract and retain top talent •Set at market-competitive levels and reviewed and approved annually by the Compensation Committee as it deems appropriate based on benchmarking data, and individual roles, responsibilities, performance, impact, and capabilities | •Drives achievement of Company’s annual financial, operational, and strategic goals •Serves as key compensation vehicle for differentiating performance each year | •Focuses executives on achievement of long-term financial performance goals, directly aligned with operating and strategic goals, and total shareholder return •Aligns with stockholder interests by tying a significant portion of executive compensation to the Company’s long-term financial success | •Rewards stockholder value creation through stock price appreciation over time •Provides the longest-term linkage of the three equity vehicles (with a 10-year option term) | •Promotes employee retention while remaining linked to underlying stock price performance |

  37. Pay-for-Performance

    Pay-for-Performance Our executive compensation program is designed to strengthen the link between pay and performance by having a significant portion of total executive compensation at-risk and tied to the achievement of predetermined performance targets. Our business-focused goals, which are incorporated into both annual and long-term incentive opportunities, are complementary, risk-balancing, and designed to encourage an ownership-oriented team. By aligning pay with our strategy, we believe the compensation program motivates executives to execute on our vision to create a world where healthcare has no limits. The charts below show the relative weightings of salary, target bonus, and target long-term equity-based incentive compensation awarded to our NEOs in 2024, including, for Mr. Rott, the promotional increases in salary, target bonus, and target long-term equity-based incentive compensation awarded in connection with his promotion to President and CEO, Imaging. Consistent with our pay-for-performance approach, 92% of total target compensation is at-risk for our CEO, and 83% of total target compensation is at-risk (on average) for our other NEOs.

  38. Pay-for-Performance

    | | Salary | | Target Bonus | | PSU Target Grant Value | | Option Grant Value | | RSU Grant Value |

  39. Pay-for-Performance

    (1)The percentages illustrating the compensation mix and amount at-risk are rounded to equal 100%. Actual percentages for the CEO Target Pay Mix are as follows: Salary (7.8%), Target Bonus (11.6%), PSU Target Grant Value (40.3%), Option Grant Value (20.1%), and RSU Grant Value (20.1%). Similar rounding was applied to the Target Pay Mix of Other NEOs (Average) chart.

  40. Total Rewards Philosophy and Guiding Principles

    | Business-Focused and Performance-Differentiated •We offer “at-risk” annual incentives that are aligned with our business strategies for the year •We offer “at-risk” long-term incentives that are aligned with long-term value creation for our stockholders •We design incentives with an effective link between pay and performance to drive accountability and ensure we win together with differentiated pay-for-performance from the GE HealthCare level to the individual level •We offer significant “at-risk” pay to our senior leadership while mitigating unnecessary and excessive risk-taking •As a newer standalone public company, our total rewards programs have a deliberate focus on accelerating profitable growth | | Ownership-Oriented We empower an entrepreneurial spirit within our culture and align compensation with our stockholders’ interests by providing meaningful equity awards to eligible participants and maintaining robust policies that require significant stock ownership by our senior executives | | Competitive, Motivating, and Fair We provide total rewards programs that are competitive in the markets in which we compete while taking into account a participant’s experience, performance, and contributions to our business strategy, motivating our participants to successfully execute our business strategy, and balancing internal equity across participants | | Simple and Transparent Our total rewards programs are intended to drive employee engagement and business success through simple and transparent plan designs |

  41. Compensation Peer Group

    Compensation Peer Group Our compensation programs are evaluated against a 15-company peer group within the broader medical device and medical technology spaces with whom we compete for talent (the “Compensation Peer Group”). Annually, the Compensation Committee works with Semler Brossy to review the Compensation Peer Group composition and determine whether any changes would be appropriate. In general, the assessment considers several peer characteristics including business type, revenue, and market capitalization compared to GE HealthCare. Following the 2023 review, and with advice from Semler Brossy, the Compensation Committee determined that the current 15 companies continued to represent an appropriate comparator group for our 2024 compensation programs. For setting 2024 individual total direct compensation, the Compensation Committee primarily referenced benchmarking data from the 13 U.S.-based peers, which excluded Koninklijke Philips and Siemens Healthineers due to the differences in compensation practices outside of the U.S., while also considering benchmarking data from the full 15-company Compensation Peer Group as well as other survey sources.

  42. Our 2024 Compensation Peer Group

    Our 2024 Compensation Peer Group

  43. Our 2024 Compensation Peer Group

    | Abbott Laboratories | Danaher Corporation | Koninklijke Philips N.V. | | Agilent Technologies, Inc. | Edwards Lifesciences Corporation | Siemens Healthineers AG | | Baxter International Inc. | Hologic, Inc. | Stryker Corporation | | Becton, Dickinson and Company | Intuitive Surgical, Inc. | Thermo Fisher Scientific Inc. | | Boston Scientific Corporation | Medtronic plc | Quest Diagnostics Incorporated |

  44. Annual Bonus Plan

    Annual Bonus Plan For 2024, we provided annual cash incentive opportunities to our executives, including our NEOs, under the Bonus Plan. The performance metrics and targets for awards under the Bonus Plan were set at the beginning of the year and designed to drive Company and business segment performance, based on financial, operational, and strategic priorities. How 2024 Bonuses for Our NEOs Were Determined. All NEOs are eligible to participate in the Bonus Plan. Target bonus percentages for our NEOs are reviewed and approved annually by the Compensation Committee. For 2024, no changes were made to target bonus percentages of NEOs. As such, Mr. Arduini’s target bonus percentage remained at 150% of base salary and the target bonus percentages for all other NEOs remained at 100% of base salary. In the first quarter of 2024, the Compensation Committee approved financial metrics and targets at the corporate and segment levels, as well as metrics and targets for the strategic initiatives modifier. For executives in roles overseeing all of GE HealthCare, including Messrs. Arduini, Saccaro, Kass-Hout, and Jimenez, financial metrics were fully tied to corporate-level performance goals. For Mr. Rott, who became President and CEO of our Imaging segment, effective July 1, 2024, financial metrics were tied in part to corporate-level performance goals with a meaningful weighting (40%) and Imaging segment performance goals with the majority of the weighting (60%). In connection with his promotion, the Compensation Committee approved the use of Imaging segment performance goals for the full year for Mr. Rott’s financial metrics. As shown below, bonuses paid to our NEOs are determined formulaically based on each NEO’s base salary, target bonus percentage, applicable corporate and segment financial performance, strategic initiatives modifier, and an individual performance multiplier. In 2024, we modified the application of the strategic initiatives modifier from solely being applied to corporate results to combined corporate and segment level results, as depicted below.

  45. Annual Bonus Plan

    | Base Pay as of 12/31X | Target Bonus PercentageX | Corporate level: performance targets 100% Corporate Segment level: performance targets 40% Corporate 60% Segment | +/- | +/-10% Strategic Initiatives ModifierX | Individual Performance Multiplier (0% - 150%) | = | Final Award |

  46. Annual Bonus Plan

    How 2024 Bonus Plan Metrics Were Selected. The 2024 Bonus Plan financial metrics were focused on our Growth Acceleration and Business Optimization strategic pillars. At the corporate level, the financial metrics were GE HealthCare Organic revenue (weighted 50%), GE HealthCare Adjusted EBIT (weighted 30%), and GE HealthCare Free cash flow (weighted 20%). For the Imaging segment, financial metrics were Imaging Organic revenue (weighted 50%), Imaging Adjusted EBIT (weighted 30%), and Imaging Inventory Turns (weighted 20%). See the Appendix for definitions of the non-GAAP financial metrics used in the Bonus Plan. Metrics for the 2024 strategic initiatives modifier focused on our two other areas of priority. The use of a New Product Introductions (“NPI”) Vitality metric was focused on our Precision Care strategic pillar and measured based on the percentage of orders attributed to new product introductions over a five-calendar-quarter period. The use of a Safety metric was focused on a foundational priority of People, Patients, and Culture and measured based on our injury and illness rate for the year. The strategic initiatives modifier applied to GE HealthCare and Imaging blended results could have increased or decreased financial metric results by +/- 10 percentage points (+/- 5 percentage points for each initiative). The Compensation Committee selected the financial and strategic initiatives metrics to incentivize strong performance across key drivers of long-term value creation and reflect how GE HealthCare is managed at the corporate and segment levels.

  47. Annual Bonus Plan

    | 42 | GE HEALTHCARE 2025 PROXY STATEMENT |

  48. Annual Bonus Plan

    Finally, each NEO’s performance was assessed against individual goals tied to their roles and responsibilities, and an individual performance multiplier between 0% and 150% was assigned. The final award is capped at 200%, inclusive of any individual performance. How 2024 Bonus Plan Targets and Performance Levels Were Determined. In the first quarter of 2024, the Compensation Committee established targets and performance levels for each financial metric that were designed to be rigorous yet realistic and informed by the Company’s 2024 budget. The Compensation Committee also established targets for the two strategic initiatives of our modifier that aligned with the Company’s strategy, business priorities, and internal forecast for the year. The target, threshold, and maximum performance levels for each financial metric were set with reference to annual corporate and segment budgets, established by senior management (including our NEOs), and approved by the Compensation Committee. 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 overall. For the 2024 Bonus Plan, our NEOs could receive between 50% and 200% of their target award for threshold and maximum performance, respectively. How Corporate Level Performance Was Determined. As shown below, in the first quarter of 2025, the Compensation Committee certified the 2024 Bonus Plan performance results that determine the payout level for each financial and strategic initiative metric at the corporate level.

  49. Annual Bonus Plan

    | GE HealthCare Bonus Plan Financial Performance Metrics(1) | Weight | Threshold (50% Payout) | Target (100% Payout) | Max (200% Payout) | Actual Bonus Performance | Metric Payout | NPI Vitality % Modifier (+/- 5%) | Injury % Illness Rate Modifier (+/- 5%) | Bonus Payout | | Organic revenue ($M) | 50% | $18,786 | $20,200 | $21,614 | $19,624 | 80% | 5% | 5% | 93% | | Adjusted EBIT ($M)(2) | 30% | $2,763 | $3,250 | $3,738 | $3,216(2) | 97% | | | | | Free cash flow ($M) | 20% | $1,350 | $1,800 | $2,160 | $1,554 | 73% | | | |

  50. Annual Bonus Plan

    (1)All metrics are non-GAAP financial measures. See the Appendix for additional information and definitions of the non-GAAP financial measures used in the Bonus Plan. (2)Adjusted to exclude $4M for the impact of two 2024 acquisitions. How Imaging Segment Level Performance Was Determined. As noted above, Mr. Rott is the only NEO with performance goals tied to a segment (Imaging), for which he is the segment President and CEO. In the first quarter of 2025, the Compensation Committee certified the 2024 Bonus Plan performance results of our Imaging segment to determine the payout level for Mr. Rott, as shown below.

  51. Annual Bonus Plan

    | Imaging Segment Bonus Plan Financial Performance Metrics(1) | Weight | Threshold (50% Payout) | Target (100% Payout) | Max (200% Payout) | Actual Bonus Performance | Metric Payout | Imaging Payout (60%) | Corporate Level Bonus Payout (40%) | NPI Vitality % Modifier (+/- 5%) | Injury % Illness Rate Modifier (+/- 5%) | Bonus Payout | | Imaging Organic revenue(2) ($M) | 50% | $10,312 | $11,088 | $11,864 | $10,510 | 63% | 62% | 83% | 5% | 5% | 80% | | Imaging Adjusted EBIT(2)(3) ($M) | 30% | $1,243 | $1,462 | $1,681 | $1,264(3) | 55% | | | | | | | Imaging Inventory Turns | 20% | 3.3 | 4.4 | 5.3 | 3.7 | 68% | | | | | |

  52. Annual Bonus Plan

    (1)Targets and actuals for Imaging included Image Guided Therapies for 2024. (2)Non-GAAP financial measures. See the Appendix for additional information and definitions of the non-GAAP financial measures used in the Bonus Plan. (3)Adjusted to exclude $3M for the impact of one 2024 acquisition. How NEO Bonus Payouts Were Determined. As shown below, in the first quarter of 2025, the Compensation Committee approved 2024 Bonus Plan payouts for our NEOs, which were determined based on the achievement of performance goals at the corporate, and, for Mr. Rott, segment level and individual performance multipliers. For Mr. Arduini, the Compensation Committee approved an individual performance multiplier of 105%. Mr. Arduini had no role in the determination of his bonus. For Messrs. Saccaro, Kass-Hout, Jimenez, and Rott, individual performance multipliers of 100%, 110%, 100%, and 100%, respectively, were recommended by our CEO and approved by the Compensation Committee. The individual performance factors for Messrs. Arduini and Kass-Hout were above 100% in recognition of strong performance against their 2024 individual goals. See details of individual performance for all NEOs in “Compensation Actions for 2024” beginning on page 48.

  53. Annual Bonus Plan

    | GE HEALTHCARE 2025 PROXY STATEMENT | 43 |

  54. Annual Bonus Plan

    | NEO | 2024 Bonus Performance Group | 2024 Bonus Target | Corp / Segment Results | Individual Performance Multiplier | 2024 Bonus Payout | | Peter Arduini | 100% Corporate Level | $1,950,000 | 93% | 105% | $1,904,175 | | James Saccaro | 100% Corporate Level | $875,000 | 93% | 100% | $813,750 | | Taha Kass-Hout | 100% Corporate Level | $900,000 | 93% | 110% | $920,700 | | Frank Jimenez | 100% Corporate Level | $875,000 | 93% | 100% | $813,750 | | Roland Rott(1) | 40% Corporate Level, 60% Imaging | $681,660 | 80% | 100% | $545,328 |

  55. Annual Bonus Plan

    (1)This amount was paid in Euros and converted for purposes of this disclosure at an exchange rate of $1.0820 per €1.00, the 2024 average noon buying rate certified for customs purposes by the U.S. Federal Reserve Bank of New York set forth in the H.10 statistical release of the Federal Reserve Board.

  56. Long-Term Incentive Program

    Long-Term Incentive Program GE HealthCare’s 2024 Long-Term Incentive (“LTI”) Program focuses on our Growth Acceleration and Business Optimization strategic pillars and includes three equity vehicles: PSUs, Options, and RSUs. The awards are designed to motivate and incentivize executives to create sustainable long-term value, support the attraction and retention of top talent, and align executive and stockholder interests through a meaningful ownership stake in the Company. How LTI Award Mix and Amounts Were Determined. Annual LTI awards represent the largest portion of each NEO’s annual total target compensation. The Compensation Committee considers various factors for determining the size and mix of annual equity awards for our NEOs, including our long-term business objectives, market practices, and individual performance. As illustrated below, in 2024, once the total annual LTI award amount for each NEO was determined by the Compensation Committee, 50% was granted in PSUs, 25% in Options, and 25% in RSUs. PSUs are tied to long-term financial goals of 2026 Organic revenue (weighted 50%) and 2024-2026 Cumulative Adjusted earnings per share (“EPS”) (weighted 50%), and modified by our total shareholder return (“TSR”) performance relative to our Compensation Peer Group (modifier ranges from +/- 20%). The final potential payout is between 0% and 200% of target PSUs granted, inclusive of any potential TSR modifier. These awards vest following a three-year performance period, to the extent performance is achieved upon completion of the performance period. Options and RSUs both vest in three substantially equal installments over three and one-half years, subject to continued employment through the vesting date (with exceptions for certain termination events) and tie our executives’ interests to stockholder value and the performance of our stock. With respect to PSUs and RSUs, dividend equivalents accrue over the vesting period but are paid out only on shares actually received. See the Appendix for definitions of the non-GAAP financial metrics used in the 2024 PSUs.

  57. Vehicle Mix and PSU Calculation

    Vehicle Mix and PSU Calculation

  58. Vehicle Mix and PSU Calculation

    | 50% PSUs three-year performance period and cliff vesting | + | 25% Options 1/3 vesting 18/30/42 months from grant | + | 25% RSUs 1/3 vesting 18/30/42 months from grant |

  59. Vehicle Mix and PSU Calculation

    | 2026 Organic revenue (50%) | + | 2024-2026 Cumulative Adjusted EPS (50%)X | Relative TSR Modifier vs. Compensation Peer Group (+/-20%) | = | Final Award(1) (0%-200%) |

  60. Vehicle Mix and PSU Calculation

    (1)Threshold achievement for both financial metrics would result in a 50% payout.

  61. Vehicle Mix and PSU Calculation

    | 44 | GE HEALTHCARE 2025 PROXY STATEMENT |

  62. 2024 PSUs

    2024 PSUs How Annual PSUs Work. Our PSUs are designed to focus executives on the Company’s long-term financial and operating goals. PSU payouts are earned only if GE HealthCare achieves specified performance levels over the relevant performance period. In the first quarter of 2024, the Compensation Committee selected the performance metrics for PSUs to be granted in 2024. The Compensation Committee chooses performance metrics it believes align with the Company’s long-term strategic objectives and contribute to the creation of long-term stockholder value. The Compensation Committee then monitors the Company’s performance against the performance metrics over a three-year performance period and certifies the final levels of achievement following the end of the period. The certified PSU achievement levels determine the percentage of the target number of PSUs under the award that executives earn. The Compensation Committee establishes targets and performance levels that are designed to be rigorous but realistic and informed by the Company’s long-term financial goals. The target, threshold, and maximum performance levels for each performance metric are set with reference to our annual budgets established by senior management and approved by the Board. PSUs vest at the end of the three-year performance period, contingent upon satisfaction of the performance criteria and subject to the NEO’s continued employment through the vesting date (with exceptions for certain termination events). How Metrics and Targets for PSUs Were Selected. The 2024 performance metrics and targets for PSUs granted to our NEOs were approved by the Compensation Committee in February 2024. The PSUs may become earned based on our 2026 Organic revenue (50% weighting) and 2024-2026 Cumulative Adjusted EPS (50% weighting) results, which are subject to modification of +/-20% based on three-year relative TSR versus our Compensation Peer Group. The 2026 Organic revenue target was derived from a target growth rate established at the beginning of the three-year performance period commencing on January 1, 2024 and ending on December 31, 2026. The Compensation Committee chose Organic revenue and Cumulative Adjusted EPS as financial metrics to incentivize and focus executives on long-term profitable growth. The Compensation Committee decided to replace three-year Cumulative Adjusted EBIT used for 2023 PSUs with three-year Cumulative Adjusted EPS after a review provided by its independent compensation consultant of prevalent industry practices and consideration of how EPS contributes to the Company’s long-term strategic objectives and creation of stockholder value. Results will be interpolated for performance between threshold, target, and maximum with potential final payouts between 50% and 200% of target PSUs granted for threshold and maximum performance, respectively, inclusive of the TSR modifier. Failure to achieve threshold on either financial metric would result in no payout for that metric, and failure to achieve threshold on both financial metrics would result in no payout overall. The financial metrics are tied to corporate performance, which aligns all our leaders who receive PSUs with the same performance targets, in contrast to the metrics used in the Bonus Plan, which for GE HealthCare segment employees are assessed based in part on segment-level performance. See the Appendix for additional information and definitions of the non-GAAP financial measures used in the 2024 PSUs.

  63. 2024 Options and RSUs

    2024 Options and RSUs The Compensation Committee believes that Options and RSUs effectively focus executives on delivering long-term value to stockholders. Options have value only to the extent that our stock price rises between the grant date and the exercise date. RSUs reward and are intended to help retain executives by offering them the opportunity to receive GE HealthCare stock if they remain employed by the Company through the date the vesting restrictions lapse (with exceptions for certain termination events). Vesting of 2024 Stock Options and RSUs. The annual Options and RSUs granted to our NEOs in 2024 will vest over three and one-half years in three substantially equal installments on the 18-month, 30-month, and 42-month anniversary of the grant date, subject to the NEO’s continued employment through each such vesting date (with exceptions for certain termination events). Options generally expire 10 years from the grant date.

  64. Other LTI Awards

    Other LTI Awards 2022 CEO New-Hire PSUs. On January 3, 2022, Mr. Arduini became President and CEO of GE’s healthcare business, after joining GE as an employee in December 2021. In connection with assuming this role, in February 2022 he received an equity grant of GE PSUs which were adjusted and converted into GE HealthCare PSUs in connection with the Spin-Off (“New-Hire PSUs”). Mr. Arduini’s New-Hire PSUs were eligible to vest on March 1, 2025, in an amount between 0% and 150% of the target number of PSUs granted, based on the final average achievement of annual performance objectives set for each of 2022, 2023, and

  65. Other LTI Awards

    | GE HEALTHCARE 2025 PROXY STATEMENT | 45 |

  66. Other LTI Awards

    2024. For 2024, the Compensation Committee selected annual performance metrics, which consisted of Organic revenue (weighted 50%), Adjusted EBIT (weighted 30%), and Free cash flow (weighted 20%), subject to a modification of +/- 10 percentage points for the strategic initiative modifier comprised of two metrics focused on our Precision Care pillar and foundational priority of People, Patients, and Culture. Under the applicable accounting principles, such awards are treated as granted in the year that the applicable performance criteria are established and reported as such in the Summary Compensation Table and Grants of Plan-Based Awards Table below. As a result, per SEC rules, the 2024 tranche of Mr. Arduini’s New-Hire PSUs granted by GE in 2022 prior to our Spin-Off is included as a 2024 compensation award in these two tables. See the Appendix for definitions of the non-GAAP financial metrics used in the Bonus Plan. In the first quarter of 2025, the Compensation Committee certified the Company’s performance against the 2024 annual performance metrics at 93%, as shown below. The Compensation Committee certifications of Company performance against the 2023 and 2022 performance metrics are also shown below. The Compensation Committee then certified the final performance results at 92% of target, based on the final three-year average achievement of annual performance objectives set for each of 2022, 2023, and 2024, as shown below.

  67. 2022 Annual Performance Objectives set by GE pre-spin

    2022 Annual Performance Objectives set by GE pre-spin

  68. 2022 Annual Performance Objectives set by GE pre-spin

    | 2022 Financial Performance Metrics | Weight | Threshold (50% Payout) | | | Target (100% Payout) | | | Max (150% Payout) | | | Actual Bonus Performance | | | Metric Payout | Strategic Initiatives Modifier | Bonus Payout | | Organic revenue growth(1) (%) | 50% | | 1.4 | | | 6.7 | | | 12.0 | | | 7.0 | | 52% | 5% | 57% | | Free cash flow(1) ($M) | 25% | | | 3,060 | | | 3,400 | | | 3,740 | | | 2,125 | 0% | | | | Profit ($M) | 12.5% | | | 2,900 | | | 3,230 | | | 3,550 | | | 2,705 | 0% | | | | Organic Margin Expansion(1) (bps) | 12.5% | | -10 | | | 80 | | | 160 | | | -150 | | 0% | | |

  69. 2022 Annual Performance Objectives set by GE pre-spin

    (1)Non-GAAP financial measures. See our 2023 proxy statement for definitions of GE non-GAAP financial measures.

  70. 2023 Annual Performance Objectives

    2023 Annual Performance Objectives

  71. 2023 Annual Performance Objectives

    | 2023 Financial Performance Metrics(1) | Weight | Threshold (50% Payout) | Target (100% Payout) | Max (200% Payout) | Actual Bonus Performance | Metric Payout | Strategic Initiatives Modifier | Bonus Payout | | Organic revenue ($M) | 50% | $17,964 | $18,910 | $19,855 | $19,125 | 123% | 2% | 125% | | Adjusted EBIT ($M)(2) | 30% | $2,635 | $3,100 | $3,410 | $2,988 | 88% | | | | Free cash flow ($M)(3) | 20% | $1,275 | $1,700 | $2,040 | $1,965 | 178% | | |

  72. 2023 Annual Performance Objectives

    (1)Non-GAAP financial measures. See our 2024 proxy statement for definitions of the non-GAAP financial measures used in the Bonus Plan. (2)Adjusted to exclude $32M for the impact of two 2023 acquisitions. (3)Adjusted to include $250M from the impact of an R&D capitalization tax law that was expected to be repealed when targets were set in February 2023 but was not subsequently repealed.

  73. 2024 Annual Performance Objectives

    2024 Annual Performance Objectives

  74. 2024 Annual Performance Objectives

    | 2024 Financial Performance Metrics(1) | Weight | Threshold (50% Payout) | Target (100% Payout) | Max (200% Payout) | Actual Bonus Performance | Metric Payout | Strategic Initiatives Modifier | Bonus Payout | | Organic revenue ($M) | 50% | $18,786 | $20,200 | $21,614 | $19,624 | 80% | 10% | 93% | | Adjusted EBIT ($M)(2) | 30% | $2,763 | $3,250 | $3,738 | $3,216 | 97% | | | | Free cash flow ($M) | 20% | $1,350 | $1,800 | $2,160 | $1,554 | 73% | | |

  75. 2024 Annual Performance Objectives

    (1)Non-GAAP financial measures. See the Appendix for additional information and definitions of the non-GAAP financial measures used in the Bonus Plan. (2) Adjusted to exclude $4M for the impact of two 2024 acquisitions.

  76. Three-Year Average Performance and Payout Results

    Three-Year Average Performance and Payout Results

  77. Three-Year Average Performance and Payout Results

    | Performance Year | Performance Achievement | Three-Year Average Performance Achievement (Payout %) | Target(1) | | Actual Payout(2) | | | | | | Shares (#) | $ | Shares (#) | $ | | 2022 | 57% | 92% | 73,356 | 5,000,000 | 67,487 | $5,276,134 | | 2023 | 125% | | | | | | | 2024 | 93% | | | | | |

  78. Three-Year Average Performance and Payout Results

    (1)Target Award reflects post-Spin-Off conversation ratio of 1.412087; pre-Spin-Off target award was 51,948 shares. (2)Calculated by multiplying the closing price of GE HealthCare stock as of December 31, 2024 ($78.18) (the last trading day for the year) by the number of shares underlying the award.

  79. Three-Year Average Performance and Payout Results

    | 46 | GE HEALTHCARE 2025 PROXY STATEMENT |

  80. Three-Year Average Performance and Payout Results

    2022 Annual PSUs. As disclosed in our 2023 proxy statement, in 2023 the GE Management Development and Compensation Committee certified the final payouts for the 2022 PSUs at 0% of target, resulting in no payouts to any NEOs and the cancellation of these awards. 2024 Promotional Awards. In connection with Mr. Rott’s promotion in 2024, the Compensation Committee approved a promotional equity award of $950,000 granted on August 15, 2024 consisting of 50% PSUs, 25% RSUs, and 25% Options. The promotional award value was intended to align Mr. Rott’s 2024 target annual LTI value, when combined with his March 1, 2024 annual grant, with competitive levels for his new role with expanded responsibilities overseeing the Company’s largest segment. PSUs are eligible to vest in 2027 subject to meeting the same performance goals described above for annual 2024 PSUs. Options and RSUs are each eligible for vesting in three substantially equal installments on September 1, 2025, September 1, 2026, and September 1, 2027, subject to continued employment through each such vesting date (with exceptions for certain termination events).

  81. Equity Grant Practices

    Equity Grant Practices Management has developed an annual and off-cycle equity grant schedule designed to avoid granting equity close in time to the release of the Company’s quarterly earnings. We also do not time the disclosure of material nonpublic information on the basis of equity grant dates. Annual equity awards are typically approved by the Compensation Committee at its regularly-scheduled meeting in late January or early February to be granted in early March. The Compensation Committee may also approve equity awards throughout the year for various reasons, including recruitment of new hires, promotions, and retention and/or recognition of top talent. These off-cycle grants are made on regularly scheduled quarterly dates. We may make equity grants at other times under certain circumstances. The Compensation Committee has also delegated authority to the Company’s CEO to grant equity awards to employees who are neither under the Compensation Committee’s purview nor direct reports to the CEO, subject to certain limitations on grant value and number of shares granted, as established by the Compensation Committee. These equity awards generally follow the same granting schedules as described above. In response to Item 402(x) of Regulation S-K, we note that in 2024, (1) no NEOs were awarded stock options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information, and ending one business day after the filing or furnishing of such reports, and (2) we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.

  82. Equity Grant Practices

    | GE HEALTHCARE 2025 PROXY STATEMENT | 47 |

  83. Compensation Actions for 2024

    | | Peter Arduini President and CEO | 2024 Target Pay Mix | | | | | | | | | | | | | | | | 2024 Performance Highlights As President and CEO, Mr. Arduini shapes our strategy, establishes the framework against which performance is measured, and delivers on that performance. Individual performance highlights during 2024 included: •Strong company performance meeting commitments, delivering EPS growth, and maintaining operating margin. •Continued to advance our digital/AI strategy, capabilities, and execution, including introduction of new technologies and offerings. •Successfully accelerated growth capabilities across regions and segments. •Continued to meaningfully advance the organization’s leadership, capabilities, culture, and management processes. | | | | | | | | | | | | Base Salary | | Target Bonus | | Annual LTI(1) | | | | (1)Annual LTI reflects target value as approved by the Compensation Committee. | | | | | | | | | 2024 Pay Decisions •Salary. Mr. Arduini’s salary was increased from $1,250,000 to $1,300,000 effective April, 1, 2024, based on market-based benchmarking data, performance, role, and responsibilities. •Bonus. Mr. Arduini’s target bonus was set at 150% of base salary in 2024. Mr. Arduini’s 2024 actual bonus was $1,904,175, as described beginning on page 42 under “Annual Bonus Plan.” •Annual Equity Awards. Mr. Arduini’s target annual LTI for 2024 was $13,500,000. In 2024, his annual LTI was granted in the form of 50% PSUs, eligible for vesting in 2027 subject to meeting performance goals, and 25% Options and 25% RSUs, each eligible for vesting over three and one-half years in three substantially equal installments on the 18-month, 30-month, and 42-month anniversary of the grant date, in each case subject to his continued employment through each vesting date (with exceptions for certain termination events). | | | | | |

  84. Compensation Actions for 2024

    | | James Saccaro Vice President and Chief Financial Officer | 2024 Target Pay Mix | | | | | | | | | | | | | | | | 2024 Performance Highlights As Vice President and Chief Financial Officer, Mr. Saccaro leads our Finance, Information Technology, and Strategy organizations. Individual performance highlights during 2024 included: •Successfully navigated challenging geopolitical events while continuing to meet financial goals. •Successfully continued execution of finance transformation including enhancing enterprise processes, capabilities, and systems. •Effectively engaged with investor community and stakeholders, setting clear expectations. | | | | | | | | | | | | Base Salary | | Target Bonus | | Annual LTI(1) | | | | (1)Annual LTI reflects target value as approved by the Compensation Committee. | | | | | | | | | 2024 Pay Decisions •Salary. Mr. Saccaro’s salary was set at $875,000 and remained unchanged in 2024. •Bonus. Mr. Saccaro’s target bonus was set at 100% of base salary in 2024. Mr. Saccaro’s 2024 actual bonus was $813,750, as described beginning on page 42 under “Annual Bonus Plan.” •Annual Equity Awards. Mr. Saccaro’s target annual LTI for 2024 was $3,800,000. In 2024, his annual LTI was granted in the form of 50% PSUs, eligible for vesting in 2027 subject to meeting performance goals, and 25% Options and 25% RSUs, each eligible for vesting over three and one-half years in three substantially equal installments on the 18-month, 30-month, and 42-month anniversary of the grant date, in each case subject to his continued employment through each vesting date (with exceptions for certain termination events). | | | | | |

  85. Compensation Actions for 2024

    | | Taha Kass-Hout Chief Science and Technology Officer | 2024 Target Pay Mix | | | | | | | | | | | | | | | | 2024 Performance Highlights As Chief Science and Technology Officer, Mr. Kass-Hout leads GE HealthCare’s Science and Technology organization. Individual performance highlights during 2024 included: •Continued to enhance the profile of GEHC externally in digital – investor community, partnerships, recruiting, and market awareness. •Successfully executed across our digital strategy. •Provided strong support in implementation of digital solutions selling which significantly exceeded orders planned in both Oncology & Cardiology. •Continued to attract and retain top digital and technology talent. | | | | | | | | | | | | Base Salary | | Target Bonus | | Annual LTI(1) | | | | (1)Annual LTI reflects target value as approved by the Compensation Committee. | | | | | | | | | 2024 Pay Decisions •Salary. Mr. Kass-Hout’s salary was set at $900,000 and remained unchanged in 2024. •Bonus. Mr. Kass-Hout’s target bonus was set at 100% of base salary in 2024. Mr. Kass-Hout’s 2024 actual bonus was $920,700, as described beginning on page 42 under “Annual Bonus Plan.” •Annual Equity Awards. Mr. Kass-Hout’s target annual LTI for 2024 was $3,700,000. In 2024, his annual LTI was granted in the form of 50% PSUs, eligible for vesting in 2027 subject to meeting performance goals, and 25% Options and 25% RSUs, each eligible for vesting over three and one-half years in three substantially equal installments on the 18-month, 30-month, and 42-month anniversary of the grant date, in each case subject to his continued employment through each vesting date (with exceptions for certain termination events). | | | | | |

  86. Compensation Actions for 2024

    | | Frank Jimenez General Counsel and Corporate Secretary | 2024 Target Pay Mix | | | | | | | | | | | | | | | | 2024 Performance Highlights As General Counsel and Corporate Secretary, Mr. Jimenez leads GE HealthCare’s Global Law and Policy organization. Individual performance highlights during 2024 included: •Successful partnership with leadership and Board of Directors. •Provided strong leadership and management on complex geopolitical events. •Successfully built capabilities in supporting digital strategy. •Recruited top talent into leadership roles, strengthening skill sets aligned with our long-term vision and strategy. | | | | | | | | | | | | Base Salary | | Target Bonus | | Annual LTI(1) | | | | (1)Annual LTI reflects target value as approved by the Compensation Committee. | | | | | | | | | 2024 Pay Decisions •Salary. Mr. Jimenez’s salary was set at $875,000 and remained unchanged in 2024. •Bonus. Mr. Jimenez’s target bonus was set at 100% of base salary in 2024. Mr. Jimenez’s 2024 actual bonus was $813,750, as described beginning on page 42 under “Annual Bonus Plan.” •Annual Equity Awards. Mr. Jimenez’s target annual LTI for 2024 was $3,500,000. In 2024, his annual LTI was granted in the form of 50% PSUs, eligible for vesting in 2027 subject to meeting performance goals, and 25% Options and 25% RSUs, each eligible for vesting over three and one-half years in three substantially equal installments on the 18-month, 30-month, and 42-month anniversary of the grant date, in each case subject to his continued employment through each vesting date (with exceptions for certain termination events). | | | | | |

  87. Compensation Actions for 2024

    | | Roland Rott President and CEO, Imaging | 2024 Target Pay Mix | | | | | | | | | | | | | | | | 2024 Performance Highlights As President and CEO of our Imaging segment, Mr. Rott leads an organization with approximately $8.9 billion of revenue in 2024. Individual performance highlights during 2024 included: •Successful transition to new role mid-year despite challenging market environment. •Advanced execution of strategy for customer lifecycle value, accelerated upgrade, and recurring revenue (SaaS) business model. •Successful leadership demonstrated through balanced decision-making approach and strong focus on our culture. | | | | | | | | | | | | Base Salary | | Target Bonus | | Annual LTI(1) | | | | (1)Annual LTI reflects target value as approved by the Compensation Committee. | | | | | | | | | 2024 Pay Decisions •Salary. Mr. Rott’s salary was increased from $562,640(2) to $595,100(2), effective April 1, 2024 when he was serving as President and CEO, Ultrasound. In connection with his promotion to President and CEO, Imaging, his salary was increased from $595,100(2) to $681,660(2), effective July 1, 2024. •Bonus. Mr. Rott’s target bonus was set at 100% of base salary in 2024. Mr. Rott’s 2024 actual bonus was $545,328(2), as described beginning on page 42 under “Annual Bonus Plan.” •Annual Equity Awards. Mr. Rott’s target annual LTI for 2024 was $1,550,000. In 2024, his annual LTI was granted in the form of approximately 50% PSUs, eligible for vesting in 2027 subject to meeting performance goals, and 25% Options and 25% RSUs, each eligible for vesting over three and one-half years in three substantially equal installments on the 18-month, 30-month, and 42-month anniversary of the grant date, in each case subject to his continued employment through each vesting date (with exceptions for certain termination events). •Promotional Equity Award. In connection with his promotion in 2024, Mr. Rott received a one-time promotional equity award of $950,000 granted on August 15, 2024 consisting of 50% PSUs, 25% Options, and 25% RSUs. PSUs are eligible to vest in 2027 subject to meeting performance goals, and Options and RSUs are each eligible for vesting in three substantially equal installments on September 1, 2025, September 1, 2026, and September 1, 2027, subject to his continued employment through each such vesting date (with exceptions for certain termination events). (2)Mr. Rott’s base salary and bonus were paid in Euros and converted for purposes of this disclosure at an exchange rate of $1.0820 per €1.00, the 2024 average noon buying rate certified for customs purposes by the U.S. Federal Reserve Bank of New York set forth in the H.10 statistical release of the Federal Reserve Board. | | | | | |

  88. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements Severance and Change in Control Plan for Leadership Team. All the NEOs participate in the GE HealthCare US Severance and Change in Control Plan for CEO and Leadership Team (“Executive Severance Plan”), other than Mr. Rott who is not eligible under the Executive Severance Plan as he is not working in the U.S. However, it is the intent of the Compensation Committee that Executives who are not working in the U.S. would be eligible for the better of the benefits they would be eligible for under the Executive Severance Plan if they were working in the U.S., and the benefits they are eligible for under local law. This intent was formalized in Mr. Rott’s employment arrangement when he was promoted to President and CEO, Imaging. In the event of a qualifying termination of employment, the Executive Severance Plan provides for a lump sum cash severance payment equal to the sum of base salary and target annual bonus multiplied by 2.0 for the CEO and multiplied by 1.0 for other participating Leadership Team members. In addition, benefits continuation and outplacement services would be provided for 24 months for the CEO and 12 months for other Leadership Team members. Under the Executive Severance Plan, the following terms have the meanings set forth below: •A qualifying termination under the Executive Severance Plan occurs when the Executive Severance Plan administrator determines in its sole discretion that one of the following events has occurred: (a)The participant’s position has been eliminated (and not replaced); (b)The participant’s employment has been terminated without “cause;” or (c)The participant terminates their employment for “good reason.” A qualifying termination also occurs if within 24 months of a change in control, as defined in the Executive Severance Plan, the participant’s employment is terminated due to a position elimination, by the employer without “cause,” or by the participant for “good reason.” If a participant experiences a qualifying termination of employment within two years following a change in control of the Company, the Executive Severance Plan provides for a lump sum cash severance benefit to the CEO equal to 36 months of base salary, plus 2.99 times the CEO’s target annual bonus. For other Leadership Team members, the lump sum cash severance

  89. Severance and Change in Control Arrangements

    | GE HEALTHCARE 2025 PROXY STATEMENT | 53 |

  90. Severance and Change in Control Arrangements

    benefit is equal to 24 months of base salary, plus two times the Leadership Team member’s target annual bonus. In addition, benefits continuation and outplacement services are provided for 36 months for the CEO and for 24 months for Leadership Team members. The Executive Severance Plan does not vary the terms of equity awards, and all outstanding equity awards will be treated as provided under the terms of the applicable plans and equity award agreements in the event of a qualifying termination. Under the terms of the LTI Program, in the case of a change in control, as defined in the LTI Program, where the acquirer does not assume or continue outstanding equity award or issue substitute awards, immediately prior to such change in control all such outstanding awards become exercisable and vested, and for PSUs, grantees have the right to payment based on target or actual performance through a date determined by the Compensation Committee in its discretion. If such change in control changes the number of outstanding shares of the Company, the Compensation Committee has discretion to make appropriate and equitable adjustments to equity awards, accelerate vesting consistent with Section 409A of the Internal Revenue Code, and/or cancel accelerated awards not exercised within a time period prescribed by the Compensation Committee. The Executive Severance Plan does not vary how a pro-rata bonus, if any, will be calculated or paid under the Bonus Plan for the year in which a qualifying termination occurs. Any payment of benefits under the Executive Severance Plan is subject to the execution of a release and waiver of claims acceptable to the Company, including, where legally permissible, non-competition, non-solicitation, and non-disparagement obligations. See “Executive Officer Cash Severance Policy” on page 25 for information on a Board-approved policy governing certain cash severance benefits provided to Executive Officers.

  91. Summary Compensation Table

    Summary Compensation Table The following table summarizes the total compensation earned by each of our NEOs for the fiscal years ended December 31 as presented below. Messrs. Saccaro and Kass-Hout were not NEOs for fiscal 2022 and Mr. Rott was not an NEO for fiscal 2022 or 2023. As discussed in this proxy statement, we became an independent public company effective January 3, 2023. The information provided below includes compensation earned by our NEOs for services provided to GE and us prior to the Spin-Off. The following table reflects the adjusted pre-Spin-Off stock awards and Options granted by GE to our NEOs in 2022 and the post-Spin-Off equity awards granted by GE HealthCare to our NEOs. The value of our pre-Spin-Off stock awards reflect the post-Spin-Off conversion ratio, which was equal to the closing share price of GE immediately prior to the Spin-Off on January 3, 2023 ($60.18), divided by the volume weighted average share price of GE HealthCare’s stock on the first trading day following the Spin-Off, January 4, 2023, which resulted in an equity conversion ratio of 1.412087. No conversion was required for awards granted after the Spin-Off.

  92. Summary Compensation Table

    | Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Stock Options(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change In Pension Value(4) ($) | All Other Compensation(5) ($) | Total ($) | | Peter J. Arduini | | | | | | | | | | | President and CEO | 2024 | 1,282,427 | 0 | 12,588,793 | 3,374,980 | 1,904,175 | 0 | 337,505 | 19,487,880 | | | 2023 | 1,246,006 | 0 | 12,705,850 | 7,468,736 | 2,460,938 | 46,043 | 583,374 | 24,510,947 | | | 2022 | 1,250,000 | 0 | 6,135,961 | 2,099,996 | 890,625 | 0 | 120,520 | 10,497,102 | | James Saccaro | | | | | | | | | | | VP and CFO | 2024 | 872,204 | 0 | 2,951,477 | 949,997 | 813,750 | 0 | 83,499 | 5,670,927 | | | 2023 | 493,131 | 350,000 | 7,077,520 | 2,374,970 | 641,267 | 0 | 34,519 | 10,971,407 | | Taha Kass-Hout | | | | | | | | | | | Chief Science and Technology Officer | 2024 | 897,124 | 0 | 2,873,886 | 924,992 | 920,700 | 0 | 102,266 | 5,718,968 | | | 2023 | 876,421 | 2,500,000 | 6,951,138 | 2,312,454 | 1,174,777 | 0 | 57,174 | 13,871,964 | | Frank R. Jimenez | | | | | | | | | | | General Counsel and Corporate Secretary | 2024 | 872,204 | 0 | 2,718,611 | 874,984 | 813,750 | 0 | 123,932 | 5,403,481 | | | 2023 | 871,629 | 0 | 3,264,661 | 2,187,479 | 1,093,750 | 0 | 92,638 | 7,510,157 | | | 2022 | 728,571 | 0 | 5,162,431 | 0 | 458,483 | 0 | 664,485 | 7,013,970 | | Roland Rott | | | | | | | | | | | President and CEO, Imaging | 2024 | 631,424(6) | 0 | 1,899,284 | 624,984 | 545,328(6) | 0(6) | 223,947(6) | 3,924,967 |

  93. Summary Compensation Table

    (1)Represents the aggregate grant date fair value of RSUs and PSUs pursuant to FASB ASC Topic 718, Compensation – Stock Awards, disregarding the effect of estimated forfeitures. The value is reflective of the amount the Company expects to expense for accounting purposes over the awards’ vesting schedules and does not correspond to the actual values that NEOs will realize from the award. For 2024, RSUs include annual RSUs awarded under the LTI Program and RSUs awarded to Mr. Rott in connection with his promotion to President and CEO, Imaging. For 2024, PSU awards include annual PSUs awarded under the LTI Program, the 2024 tranche of Mr. Arduini’s 2022 New-Hire PSUs granted by GE in 2022 prior to our Spin-Off, and PSUs awarded to Mr. Rott in connection with his promotion. The aggregate grant date fair value of the PSUs is calculated based on the most probable outcome of the performance conditions as of the grant date. The aggregate grant date fair value of these 2024 awards assuming maximum performance would be as follows: Mr. Arduini ($14,222,013 for his 2024 PSUs and $3,154,308 for the 2024 tranche of his 2022 New-Hire PSU award), Mr. Saccaro ($4,003,122), Mr. Kass-Hout ($3,897,823), Mr. Jimenez ($3,687,225), and Mr. Rott ($1,632,819 for his 2024 Annual PSUs and $915,847 for his promotional PSUs). For information on the assumptions used in valuing a particular year’s grant, see Note 16 on Share-Based Compensation in our 2024 Form 10-K. The 2024 PSUs are measured on the grant date using a Monte Carlo simulation model with the following assumptions:

  94. Summary Compensation Table

    | Assumptions | 2024 Annual PSUs | 2024 Promotional PSUs for Mr. Rott(a) | | Risk-Free Rate | 4.28% | 3.94% | | Volatility | 24.36% | 24.25% | | Expected Term (in years) | 2.83 | 2.38 | | Dividend Yield | 0.00% | 0.00% |

  95. Summary Compensation Table

    (a)For Mr. Rott, 2024 PSUs include his 2024 annual award ($816,409) and promotional PSU award ($457,923). The 2024 tranche of Mr. Arduini’s 2022 New-Hire PSUs granted by GE in 2022 is measured on the grant date using the discount factor shown below to reflect the one-year holding requirement.

  96. Summary Compensation Table

    | 56 | GE HEALTHCARE 2025 PROXY STATEMENT |

  97. Summary Compensation Table

    | Assumptions | One-Time New-Hire PSUs(b) | | Volatility | 24.96% | | Expected Term (in years) | 1.00 | | Dividend Yield | 0.13% | | Discount Factor | 5.71% |

  98. Summary Compensation Table

    (b)For Mr. Arduini, 2024 PSUs include his 2024 annual award ($7,111,006) and 2024 tranche of his 2022 New-Hire PSUs ($2,102,872) granted by GE in 2022 prior to our Spin-Off. (2)Represents the aggregate grant date fair value of Option awards. These amounts reflect the Company’s accounting expense and do not correspond to the actual value that the NEOs will realize. Key assumptions used in the Black-Scholes valuation for the 2024 annual Options and Mr. Rott’s promotional Options, as well as the strike prices, are as follows:

  99. Summary Compensation Table

    | | 2024 Annual Options | 2024 Promotional Options for Mr. Rott(a) | | Risk-Free Rate | 4.12% | 3.75% | | Volatility | 26.20% | 25.74% | | Expected Term (in years) | 6.25 | 6.01 | | Dividend Yield | 0.13% | 0.14% | | Strike Price | $92.72 | $85.30 |

  100. Summary Compensation Table

    (a)For Mr. Rott, 2024 Options include his 2024 annual award ($387,484) and promotional Option award ($237,500). For information on the assumptions used in valuing a particular year’s grant, see the Note 16 on Share-Based Compensation in our 2024 Form 10-K. (3)Amounts earned under the Bonus Plan. See the “Grants of Plan-Based Awards Table” on page 58 for additional information on the Bonus Plan. (4)Year-over-year changes in pension value generally are driven by changes in actuarial pension assumptions, increases in age, any additional service, and compensation, as applicable. In 2024, there was a net decrease in pension value for Mr. Arduini of $21,952 due to the increase in the discount rate in the U.S. Pension Plan. For Mr. Rott, there was a net decrease in pension value of $16,842 consisting of a $17,033 decrease due to the increase in the discount rate in the German Pension Plan and a $191 increase due to change in currency exchange rates. In accordance with SEC rules, no amount is reported in the table for the NEOs with a negative value. See “Pension Benefits” beginning on page 63 for additional information on these benefits. (5)We provide executives with other benefits that are market-competitive and contribute to attraction and retention of top talent. The costs of these benefits for 2024, minus any reimbursements by the NEOs, are shown in the table below:

  101. Summary Compensation Table

    | Name | Company Contributions to Retirement Plans(a) ($) | Company Credits to Restoration Plan(b) ($) | Financial and Tax Planning(c) ($) | Executive Physical (d) ($) | Relocation Benefits(e) ($) | Relocation Tax Benefits(f) ($) | Travel(g) ($) | Other(h) ($) | Total ($) | | Arduini | 24,150 | 151,753 | 45,000 | 7,500 | 6,252 | 2,698 | 100,152 | | 337,505 | | Saccaro | 24,150 | 59,349 | | | | | | | 83,499 | | Kass-Hout | 17,250 | 79,766 | 5,250 | | | | | | 102,266 | | Jimenez | 24,150 | 75,186 | 17,096 | 7,500 | | | | | 123,932 | | Rott(6) | 200,995 | | 12,226 | | | | | 10,726 | 223,947 |

  102. Summary Compensation Table

    (a)For Messrs. Arduini, Saccaro, Kass-Hout, and Jimenez, represents Company contributions for the 2024 plan year under the GE HealthCare Retirement Savings Plan (“RSP”), including matching contributions of up to 4% of eligible earnings, and automatic contributions of 3% of eligible earnings, up to limits imposed under IRS rules. Company contributions to the RSP for the 2024 plan year were deposited to accounts in 2024 and in January 2025. Mr. Rott is based outside the United States and is not eligible to participate in the RSP. For Mr. Rott, represents Company contributions for the 2024 plan year under the Valida Pension-Kassenvorsorge, the defined contribution retirement plan for employees in Austria, including contributions of 2.255% of earnings up to the assessment ceiling, 3.5% of earnings over the assessment ceiling but below €150,000, and 20% of earnings over €150,000. (b)Represents credits for the 2024 plan year under the Restoration Plan. For Messrs. Arduini, Saccaro, Kass-Hout, and Jimenez, represents credits of 7% of annual eligible earnings (including base salary and up to one-half of eligible bonus payments) in excess of $345,000, the IRS annual compensation limit for 2024. Mr. Rott is based outside the United States and is not eligible to participate in the Restoration Plan. Credits to the Restoration Plan for the 2024 plan year were posted to accounts in January 2025. (c)Includes expenses for the use of advisors for financial, estate, tax preparation and planning, and investment analysis and advice and reimbursed in 2024, including $45,000 in expenses Mr. Arduini incurred in 2024 which under our policy covers a rolling three-year period, and $2,096 in expenses incurred in 2023 and $15,000 in expenses incurred in 2024 for Mr. Jimenez. (d)Includes expenses for annual executive physical examinations and disclosed as reimbursed. Amount for Mr. Arduini was incurred in 2023 and reimbursed in 2024. Amounts for Mr. Jimenez was incurred and reimbursed in 2024. (e)Expenses for relocation are provided under a Company program. Costs shown for Mr. Arduini include movement of household goods from storage in 2024 after the sale of his residence in 2023. (f)Includes tax gross-ups and equalization benefits provided in connection with relocation benefits. (g)Represents the amount of Mr. Arduini’s annual travel allowance used in 2024. (h)For Mr. Rott, this column includes the cost of a car lease under the terms of his employment agreement. (6)For Mr. Rott, all cash amounts were paid in Euros and converted for purposes of this disclosure at an exchange rate of $1.0820 per €1.00, the 2024 average noon buying rate certified for customs purposes by the U.S. Federal Reserve Bank of New York set forth in the H.10 statistical release of the Federal Reserve Board.

  103. Summary Compensation Table

    | GE HEALTHCARE 2025 PROXY STATEMENT | 57 |

  104. Grants of Plan-Based Awards Table

    Grants of Plan-Based Awards Table The following table shows annual Bonus Plan and PSU, RSU, and Option awards granted to our NEOs in 2024. Please refer to “Annual Bonus Plan” beginning on page 42 for a description of the Company’s Bonus Plan and “Long-Term Incentive Program” beginning on page 44 for more information on each of the award types.

  105. Grants of Plan-Based Awards Table

    | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#)(4) | Exercise or Base Price of Option Awards ($/share)(5) | Grant Date Fair Value of Stock and Option Awards ($)(6) | | Name | Grant Date | Approval Date | Award Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Arduini | | | | | | | | | | | | | | | | | | Annual Bonus | 975,000 | 1,950,000 | 3,900,000 | | | | | | | | | | 2/23/2022 | 2/23/2022 | New-Hire PSUs(7) | | | | 12,226 | 24,452 | 36,678 | | | | 2,102,872 | | | 3/1/2024 | 2/1/2024 | Annual Options | | | | | | | | 103,527 | 92.72 | 3,374,980 | | | 3/1/2024 | 2/1/2024 | Annual RSUs | | | | | | | 36,399 | | | 3,374,915 | | | 3/1/2024 | 2/1/2024 | Annual PSUs | | | | 36,400 | 72,799 | 145,598 | | | | 7,111,006 | | Saccaro | | | | | | | | | | | | | | | | | | Annual Bonus | 437,500 | 875,000 | 1,750,000 | | | | | | | | | | 3/1/2024 | 2/1/2024 | Annual Options | | | | | | | | 29,141 | 92.72 | 949,997 | | | 3/1/2024 | 2/1/2024 | Annual RSUs | | | | | | | 10,245 | | | 949,916 | | | 3/1/2024 | 2/1/2024 | Annual PSUs | | | | 10,246 | 20,491 | 40,982 | | | | 2,001,561 | | Kass-Hout | | | | | | | | | | | | | | | | | | Annual Bonus | 450,000 | 900,000 | 1,800,000 | | | | | | | | | | 3/1/2024 | 2/1/2024 | Annual Options | | | | | | | | 28,374 | 92.72 | 924,992 | | | 3/1/2024 | 2/1/2024 | Annual RSUs | | | | | | | 9,976 | | | 924,975 | | | 3/1/2024 | 2/1/2024 | Annual PSUs | | | | 9,976 | 19,952 | 39,904 | | | | 1,948,911 | | Jimenez | | | | | | | | | | | | | | | | | | Annual Bonus | 437,500 | 875,000 | 1,750,000 | | | | | | | | | | 3/1/2024 | 2/1/2024 | Annual Options | | | | | | | | 26,840 | 92.72 | 874,984 | | | 3/1/2024 | 2/1/2024 | Annual RSUs | | | | | | | 9,437 | | | 874,999 | | | 3/1/2024 | 2/1/2024 | Annual PSUs | | | | 9,437 | 18,874 | 37,748 | | | | 1,843,612 | | Rott | | | | | | | | | | | | | | | | | | Annual Bonus(8) | 340,830 | 681,660 | 1,363,320 | | | | | | | | | | 3/1/2024 | 2/1/2024 | Annual Options | | | | | | | | 11,886 | 92.72 | 387,484 | | | 3/1/2024 | 2/1/2024 | Annual RSUs | | | | | | | 4,179 | | | 387,477 | | | 3/1/2024 | 2/1/2024 | Annual PSUs | | | | 4,179 | 8,358 | 16,716 | | | | 816,409 | | | 8/15/2024 | 6/3/2024 | Promotional Options | | | | | | | | 8,419 | 85.30 | 237,500 | | | 8/15/2024 | 6/3/2024 | Promotional RSUs | | | | | | | 2,784 | | | 237,475 | | | 8/15/2024 | 6/3/2024 | Promotional PSUs | | | | 2,784 | 5,568 | 11,136 | | | | 457,923 |

  106. Grants of Plan-Based Awards Table

    (1)Represents the potential payouts for each NEO for 2024 under the Bonus Plan, which is our annual incentive program designed to reward achievement of annual performance goals. The actual Bonus Plan payouts for our NEOs for 2024 are reported in the Summary Compensation Table in the Non-Equity Incentive Plan Compensation column. The performance metrics and methodology for calculating payouts are described under “Annual Bonus Plan” on page 42. (2)Represents the potential number of PSUs that could be earned at the end of the three-year performance period from (i) annual PSUs granted on March 1, 2024 to all NEOs, (ii) promotional PSUs granted on August 15, 2024 to Mr. Rott, and (iii) the 2024 tranche of Mr. Arduini’s 2022 New-Hire PSUs granted by GE in 2022 prior to our Spin-Off. The actual number of PSUs earned is based on achievement of performance metrics and the methodology for calculating payouts as described under “2024 PSUs” on page 45 for 2024 annual PSU awards (including Mr. Rott’s promotional award) and under “Other LTI Awards” beginning on page 45 for Mr. Arduini’s New-Hire PSU award. The number of shares that were possible to earn at the time of the grant ranged from 0% to 200% of the target number of PSUs for 2024 annual PSU awards (including Mr. Rott’s promotional award) and 0% to 150% of the target number of PSUs for Mr. Arduini’s New-Hire PSU award. (3)Represents the number of RSUs granted under the LTI Program, and, for Mr. Rott, promotional RSUs awarded in connection with his promotion. (4)Represents the number of Options granted under the LTI Program, and, for Mr. Rott, promotional Options awarded in connection with his promotion. (5)The Option exercise price equals the closing price of GE HealthCare common stock on the grant date. (6)The grant date fair value of awards granted in 2024 are calculated based on the probable outcome of the performance conditions for PSUs as of the grant date. Values are calculated in accordance with FASB ASC Topic 718, excluding the effect of estimated forfeitures. (7)Represents the 2024 tranche of the 2022 New Hire PSUs awarded by GE in 2022 prior to our Spin-Off. Under the applicable accounting principles, such awards are treated as granted as of March 21, 2024, when the applicable performance criteria were established. (8)For Mr. Rott, the annual bonus was paid in Euros and converted for purposes of this disclosure at an exchange rate of $1.0820 per €1.00, the 2024 average noon buying rate certified for customs purposes by the U.S. Federal Reserve Bank of New York set forth in the H.10 statistical release of the Federal Reserve Board.

  107. Grants of Plan-Based Awards Table

    | 58 | GE HEALTHCARE 2025 PROXY STATEMENT |

  108. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table shows the NEOs’ outstanding stock and Option grants as of year-end. It includes unexercised Options (vested and unvested), RSUs, and PSUs for which vesting conditions were not yet satisfied as of December 31, 2024. The number of awards included in the following table reflects both the pre-Spin-Off equity awards granted by GE to our NEOs, as applicable, and the post-Spin-Off equity awards granted by GE HealthCare to our NEOs(1).

  109. Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option Awards | | | | Stock Awards | | | | | | Name of Executive | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value Of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | Vesting Schedule(4) | | Arduini | | | | | | | | | | | | | 2/23/2022 | | | | | 67,487 | 5,276,134 | | | 100% in 2025 | | | 3/1/2022 | 44,511 | 44,512 | 65.39 | 3/1/2032 | | | | | 50% in 2025 (50% vested in 2024) | | | 3/1/2022 | | | | | 10,198 | 797,280 | | | 50% in 2025 (50% vested in 2024) | | | 2/1/2023 | 0 | 188,127 | 70.01 | 2/1/2033 | | | | | 50% in 2025 and 2026 | | | 2/1/2023 | | | | | 21,425 | 1,675,007 | | | 50% in 2025 and 2026 | | | 3/1/2023 | 36,298 | 73,696 | 75.30 | 3/1/2033 | | | | | 33% in 2025 and 34% in 2026 (33% vested in 2024) | | | 3/1/2023 | | | | | 26,415 | 2,065,125 | | | 33% in 2025 and 34% in 2026 (33% vested in 2024) | | | 3/1/2023 | | | | | | | 78,851 | 6,164,571 | 100% in 2026 subject to performance | | | 3/1/2024 | 0 | 103,527 | 92.72 | 3/1/2034 | | | | | 33% in 2025, 33% in 2026, and 34% in 2027 | | | 3/1/2024 | | | | | 36,399 | 2,845,674 | | | 33% in 2025, 33% in 2026, and 34% in 2027 | | | 3/1/2024 | | | | | | | 72,799 | 5,691,426 | 100% in 2027 subject to performance | | Saccaro | | | | | | | | | | | | | 6/1/2023 | 0 | 54,472 | 79.83 | 6/1/2033 | | | | | 50% in 2025 and 2026 | | | 6/1/2023 | | | | | 5,950 | 465,171 | | | 50% in 2025 and 2026 | | | 6/1/2023 | | | | | 21,922 | 1,713,862 | | | 50% in 2025 (50% vested in 2024) | | | 6/1/2023 | 11,938 | 24,238 | 79.83 | 6/1/2033 | | | | | 33% in 2025 and 34% in 2026 (33% vested in 2024) | | | 6/1/2023 | | | | | 7,973 | 623,329 | | | 33% in 2025 and 34% in 2026 (33% vested in 2024) | | | 6/1/2023 | | | | | | | 23,800 | 1,860,684 | 100% in 2026 subject to performance | | | 3/1/2024 | 0 | 29,141 | 92.72 | 3/1/2034 | | | | | 33% in 2025, 33% in 2026, and 34% in 2027 | | | 3/1/2024 | | | | | 10,245 | 800,954 | | | 33% in 2025, 33% in 2026, and 34% in 2027 | | | 3/1/2024 | | | | | | | 20,491 | 1,601,986 | 100% in 2027 subject to performance |

  110. Outstanding Equity Awards at Fiscal Year-End Table

    | GE HEALTHCARE 2025 PROXY STATEMENT | 59 |

  111. Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option Awards | | | | Stock Awards | | | | | | Name of Executive | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value Of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | Vesting Schedule(4) | | Kass-Hout | | | | | | | | | | | | | 2/1/2023 | 0 | 58,005 | 70.01 | 2/1/2033 | | | | | 50% in 2025 and 2026 | | | 2/1/2023 | | | | | 6,606 | 516,457 | | | 50% in 2025 and 2026 | | | 2/2/2023 | | | | | 24,770 | 1,936,519 | | | 50% in 2025 (50% vested in 2024) | | | 3/1/2023 | 11,309 | 22,962 | 75.30 | 3/1/2033 | | | | | 33% in 2025 and 34% in 2026 (33% vested in 2024) | | | 3/1/2023 | | | | | 8,231 | 643,500 | | | 33% in 2025 and 34% in 2026 (33% vested in 2024) | | | 3/1/2023 | | | | | | | 24,568 | 1,920,726 | 100% in 2026 subject to performance | | | 3/1/2024 | 0 | 28,374 | 92.72 | 3/1/2034 | | | | | 33% in 2025, 33% in 2026, and 34% in 2027 | | | 3/1/2024 | | | | | 9,976 | 779,924 | | | 33% in 2025, 33% in 2026, and 34% in 2027 | | | 3/1/2024 | | | | | | | 19,952 | 1,559,847 | 100% in 2027 subject to performance | | Jimenez | | | | | | | | | | | | | 3/1/2022 | | | | | 18,211 | 1,423,736 | | | 50% in 2025 (50% vested in 2024) | | | 3/1/2022 | | | | | 10,927 | 854,273 | | | 50% in 2025 (50% vested in 2024) | | | 2/1/2023 | 0 | 54,870 | 70.01 | 2/1/2033 | | | | | 50% in 2025 and 2026 | | | 2/1/2023 | | | | | 6,249 | 488,547 | | | 50% in 2025 and 2026 | | | 3/1/2023 | 10,698 | 21,721 | 75.30 | 3/1/2033 | | | | | 33% in 2025 and 34% in 2026 (33% vested in 2024) | | | 3/1/2023 | | | | | 7,786 | 608,709 | | | 33% in 2025 and 34% in 2026 (33% vested in 2024) | | | 3/1/2023 | | | | | | | 23,240 | 1,816,903 | 100% in 2026 subject to performance | | | 3/1/2024 | 0 | 26,840 | 92.72 | 3/1/2034 | | | | | 33% in 2025, 33% in 2026, and 34% in 2027 | | | 3/1/2024 | | | | | 9,437 | 737,785 | | | 33% in 2025, 33% in 2026, and 34% in 2027 | | | 3/1/2024 | | | | | | | 18,874 | 1,475,569 | 100% in 2027 subject to performance |

  112. Outstanding Equity Awards at Fiscal Year-End Table

    | 60 | GE HEALTHCARE 2025 PROXY STATEMENT |

  113. Outstanding Equity Awards at Fiscal Year-End Table

    | | | Option Awards | | | | Stock Awards | | | | | | Name of Executive | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value Of Unearned Shares, Units or Other Rights That Have Not Vested ($)(3) | Vesting Schedule(4) | | Rott | | | | | | | | | | | | | 9/11/2015 | 735 | 0 | 135.92 | 9/11/2025 | | | | | Fully Vested | | | 9/30/2016 | 552 | 0 | 161.30 | 9/30/2026 | | | | | Fully Vested | | | 11/17/2017 | 919 | 0 | 99.21 | 11/17/2027 | | | | | Fully Vested | | | 1/29/2018 | 13,773 | 0 | 88.67 | 1/29/2028 | | | | | Fully Vested | | | 3/19/2018 | 2,296 | 0 | 76.66 | 3/19/2028 | | | | | Fully Vested | | | 3/19/2018 | 1,639 | 0 | 76.66 | 3/19/2028 | | | | | Fully Vested | | | 12/21/2018 | 13,275 | 0 | 40.40 | 12/21/2028 | | | | | Fully Vested | | | 3/19/2019 | 3,727 | 0 | 57.74 | 3/19/2029 | | | | | Fully Vested | | | 4/11/2019 | 1,614 | 0 | 51.67 | 4/11/2029 | | | | | Fully Vested | | | 3/2/2020 | 7,214 | 0 | 63.51 | 3/2/2030 | | | | | Fully Vested | | | 4/1/2021 | 8,536 | 0 | 75.24 | 4/1/2031 | | | | | Fully Vested | | | 3/1/2022 | | | | | 2,914 | 227,817 | | | 50% in 2025 (50% vested in 2024) | | | 2/1/2023 | 0 | 19,596 | 70.01 | 2/1/2033 | | | | | 50% in 2025 and 2026 | | | 2/1/2023 | | | | | 2,231 | 174,420 | | | 50% in 2025 and 2026 | | | 3/1/2023 | 3,820 | 7,758 | 75.30 | 3/1/2033 | | | | | 33% in 2025 and 34% in 2026 (33% vested in 2024) | | | 3/1/2023 | | | | | 2,781 | 217,419 | | | 33% in 2025 and 34% in 2026 (33% vested in 2024) | | | 3/1/2023 | | | | | | | 8,300 | 648,894 | 100% in 2026 subject to performance | | | 3/1/2024 | 0 | 11,886 | 92.72 | 3/1/2034 | | | | | 33% in 2025, 33% in 2026, and 34% in 2027 | | | 3/1/2024 | | | | | 4,179 | 326,714 | | | 33% in 2025, 33% in 2026, and 34% in 2027 | | | 3/1/2024 | | | | | | | 8,358 | 653,428 | 100% in 2027 subject to performance | | | 8/15/2024 | 0 | 8,419 | 85.30 | 8/15/2034 | | | | | 33% in 2025, 33% in 2026, and 34% in 2027 | | | 8/15/2024 | | | | | 2,784 | 217,653 | | | 33% in 2025, 33% in 2026, and 34% in 2027 | | | 8/15/2024 | | | | | | | 5,568 | 435,306 | 100% in 2027 subject to performance |

  114. Outstanding Equity Awards at Fiscal Year-End Table

    (1)Number of Outstanding Shares for awards granted prior to 2023 reflect the post-Spin-Off conversion ratio. The conversion ratio was equal to the closing share price of GE immediately prior to the Spin-Off on January 3, 2023 ($60.18), divided by the volume weighted average share price of GE HealthCare’s stock on the first trading day following the Spin-Off, January 4, 2023, which resulted in an equity conversion ratio of 1.412087. Option exercise prices were also adjusted for the conversion ratio. No conversion was required for awards granted after the Spin-Off. (2)The market value of RSUs is calculated by multiplying the closing price of GE HealthCare stock as of December 31, 2024 ($78.18) (the last trading day for the year) by the number of shares underlying each award. In February 2025, the Compensation Committee certified Mr. Arduini’s 2022 New-Hire PSU performance as 92%; as a result, Mr. Arduini’s 2022 New-Hire PSUs awards are equal to 67,487 and vested on March, 1, 2025. (3)The market value of PSUs is calculated by multiplying the closing price of GE HealthCare stock as of December 31, 2024 ($78.18) (the last trading day for the year) by the number of shares underlying each award. With respect to the PSUs granted to NEOs on March 1, 2023, PSUs granted to Mr. Saccaro on June 1, 2023, PSUs granted to NEOs on March 1, 2024, and promotional PSUs granted to Mr. Rott on August 15, 2024, this value assumes satisfaction of the target-level payout based on Company performance through December 31, 2024 which has exceeded the threshold level of performance. Final payouts will be based on certified performance for the full three-year performance period in the first quarter following the end of the performance period. (4)Annual Options and RSUs granted since our Spin-Off vest over three and one-half years in three substantially equal installments on the 18-month, 30-month, and 42-month anniversary of the grant date. Mr. Rott’s promotional Options and RSUs granted on August 15, 2024 will vest in three substantially equal installments on September 1, 2025, September 1, 2026, and September 1, 2027, and one third of Mr. Saccaro’s annual Options and RSUs granted in 2023 vested on September 1, 2024, and the remaining Options and RSUs will vest in two substantially equal installments on September 1, 2025 and September 1, 2026, in each case, subject to the NEO’s continued employment through each such vesting date (with exceptions for certain termination events). For the Founders Options and RSUs, 50% vested on February 1, 2025 and 50% will vest on February 1, 2026, subject to the NEO’s continued employment through each such vesting date (with exceptions for certain termination events). For the new-hire RSUs granted to Messrs. Saccaro and Kass-Hout, 50% vested on the first anniversary of the grant date and the remaining 50% will vest on the second anniversary of the grant date, subject to their continued employment through each such vesting date (with exceptions for certain termination events). PSUs vest after the end of the three-year performance period, contingent upon satisfaction of the performance criteria, and subject to the NEO’s continued employment through such vesting date (with exceptions for certain termination events). Annual Options and RSUs granted prior to our Spin-Off generally vest over two or three years (with exceptions for certain termination events).

  115. Outstanding Equity Awards at Fiscal Year-End Table

    | GE HEALTHCARE 2025 PROXY STATEMENT | 61 |

  116. Option Exercises and Stock Vested Table

    Option Exercises and Stock Vested Table The following table shows the number of shares the NEOs acquired and the values they realized upon exercising Options and/or the vesting of RSUs and PSUs during 2024. During the year, all NEOs had RSUs that vested. Only Mr. Rott earned PSUs and exercised Options. Values are shown before payment of any applicable withholding taxes or brokerage commissions.

  117. Option Exercises and Stock Vested Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Arduini | 0 | 0 | 23,207 | 2,034,290 | | Saccaro | 0 | 0 | 25,848 | 2,042,926 | | Kass-Hout | 0 | 0 | 28,822 | 2,185,351 | | Jimenez | 0 | 0 | 32,970 | 2,984,734 | | Rott | 13,275 | 627,244 | 15,412 | 1,371,786 |

  118. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table The table below shows amounts credited to the NEOs’ accounts under the GE HealthCare Restoration Plan and plan balances as of December 31, 2024.

  119. Nonqualified Deferred Compensation Table

    | | Executive Contributions in 2024(1) ($) | GE HealthCare Credits in 2024(2) ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year-End ($)(3) | | Arduini | 0 | 151,753 | 19,457 | 0 | 349,705 | | Saccaro | 0 | 59,349 | 1,553 | 0 | 72,321 | | Kass-Hout | 0 | 79,766 | 4,743 | 0 | 122,759 | | Jimenez | 0 | 75,186 | 18,366 | 0 | 183,456 | | Rott | 0 | 0 | 0 | 0 | 0 |

  120. Nonqualified Deferred Compensation Table

    (1)Executives are not permitted to make contributions to the Restoration Plan. (2)Credits under the Restoration Plan were accrued on December 15, 2024 and credited to our NEOs’ accounts in the Restoration Plan in January 2025. These amounts are reported as compensation in the Summary Compensation Table above. (3)Represents the aggregate balance at December 31, 2023, as reported in our 2024 proxy with 2024 GE HealthCare credits, aggregate earnings, and aggregate withdrawals/distributions.

  121. Pension Benefits

    Pension Benefits We provide retirement benefits to certain eligible employees based in the U.S. The GE HealthCare Pension Plan (“U.S. Pension Plan”) is a funded, tax-qualified plan. We maintain the GE Healthcare Pension Plan in Germany (GE Vorsorge Plan / “German Pension Plan”) for Germany-based employees, as described below.

  122. Pension Benefits Table

    Pension Benefits Table The table below shows the present value of the accumulated benefit as of December 31, 2024 for the NEOs under the U.S. Pension Plan (Mr. Arduini) and the German Pension Plan (Mr. Rott), as calculated based on the assumptions described below. Although the SEC rules require us to show this present value, the NEOs are not entitled to receive these amounts in a lump sum. None of the NEOs received a payment under either plan in 2024.

  123. Pension Benefits Table

    | Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit(1) ($) | | Payment During Last Fiscal Year ($) | | Arduini(2)(3) | 15 | 512,630 | | 0 | | Saccaro | N/A | | N/A | N/A | | Kass-Hout | N/A | | N/A | N/A | | Jimenez | N/A | | N/A | N/A | | Rott(2)(4) | 9.7 | 671,976 | | 0 |

  124. Pension Benefits Table

    (1)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, 2024. It also includes the value of contributions made by the NEOs throughout their careers. For purposes of calculating the present value, it is assumed that the NEOs will remain in service until the age at which they may retire without any reduction in benefits. For Mr. Arduini, this is age 60 under the U.S. Pension Plan. For Mr. Rott, this is age 63 under the Germany Pension Plan. It is also assumed that benefits are payable under the available forms of annuity. The assumptions for U.S. beneficiaries are consistent with the assumptions for the U.S. Pension Plan, including the statutory discount rate assumption of 5.67%, and the postretirement mortality assumption used for present value calculations is the Pri-2012 Healthy Retiree mortality table projected to 2016, adjusted for experience and factoring in projected generational improvements. For Mr. Rott, the assumptions are at a discount rate of 3.53% and a postretirement mortality assumption based upon the Heubeck 2018 G standard generational tables. For Mr. Rott, the present value of accumulated benefit is valued in Euros and converted for purposes of this disclosure at an exchange rate of $1.0820 per €1.00, the 2024 average noon buying rate certified for customs purposes by the U.S. Federal Reserve Bank of New York set forth in the H.10 statistical release of the Federal Reserve Board. (2)For Mr. Arduini, there is no service cost under the GE HealthCare Pension Plan since the accruals have stopped. For Mr. Rott, there is no service cost under the German Pension Plan since his relocation from Germany to Austria on April 1, 2021. (3)Mr. Arduini’s pension benefits reflect his accrued benefits from his prior tenure with GE. Mr. Arduini’s credited service is limited to 15 years under the U.S. Pension Plan, from his prior tenure with GE before future accruals stopped effective January 1, 2021. (4)Mr. Rott’s pensionable service is limited to 9.7 years under the German Pension Plan when he relocated from Germany to Austria and stopped accruing additional pension benefits effective April 1, 2021.

  125. Pension Benefits Table

    | 64 | GE HEALTHCARE 2025 PROXY STATEMENT |

  126. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control As described in “Severance and Change in Control Arrangements” beginning on page 53, the Executive Severance Plan provides for benefits in the event of certain qualifying terminations of employment. Potential Termination Payments. Below we describe and quantify certain compensation that would have been payable under existing compensation plans and arrangements had any of our NEO’s employment terminated on December 31, 2024. For this hypothetical calculation, we have used each NEO’s compensation and service levels as December 31, 2024, and, where applicable, GE HealthCare’s closing stock price on December 31, 2024. For the equity calculations, we show the intrinsic value of equity awards that would have vested or become exercisable under each termination scenario below as of December 31, 2024. Intrinsic value is based upon the Company’s stock price (minus the exercise price in the case of Options, with negative values for out-of-the-money Options shown as zero). Amounts shown assume the achievement of all applicable performance objectives at the target level. Our NEOs generally are not entitled to benefits if they leave voluntarily or are terminated for cause. Since many factors (e.g., the time of year when the event occurs, GE HealthCare’s stock price, NEO’s age, etc.) could affect the nature and amount of benefits NEOs could potentially receive, amounts paid or distributed upon a future termination may differ from those shown in the tables below. The amounts described below are in addition to benefits generally available to salaried employees, such as distributions available under defined contribution retirement programs and distributions under the Austria Severance Fund for Mr. Rott.

  127. Potential Payments Upon Termination or Change in Control

    | | Upon Death | Upon Disability | Upon Retirement(1) | Transfer of Business to Successor Employer | Upon Involuntary Termination | In connection with Change in Control | | Severance | None | None | None | None | Lump sum cash severance payment equal to the sum of base salary and target annual bonus multiplied by 2.0 for the CEO and multiplied by 1.0 for Leadership Team members in the event of a position elimination, termination without cause or termination for good reason | Lump sum cash severance payment equal to the sum of base salary and target annual bonus multiplied by 2.99 for the CEO and multiplied by 2.0 for Leadership Team members in the event of a position elimination, termination without cause, or termination for good reason within 24 months of a change in control | | Annual Bonus | Prorated for the year subject to Company performance, so long as actively employed for a minimum of 90 days during the Plan Year | May be prorated for the year subject to Company performance, so long as actively employed for a minimum of 90 days during the Plan Year | Prorated for the year subject to Company performance, so long as actively employed for a minimum of 90 days during the Plan Year | None | Prorated for the year subject to Company performance, so long as actively employed for a minimum of 90 days during the Plan Year in the event of a position elimination | Prorated for the year subject to Company performance, so long as actively employed for a minimum of 90 days during the Plan Year in the event of a position elimination |

  128. Potential Payments Upon Termination or Change in Control

    | GE HEALTHCARE 2025 PROXY STATEMENT | 65 |

  129. Potential Payments Upon Termination or Change in Control

    | | Upon Death | Upon Disability | Upon Retirement(1) | Transfer of Business to Successor Employer | Upon Involuntary Termination | In connection with Change in Control | | Annual RSU and PSU grants Mr. Kass-Hout’s New-Hire RSUs Mr. Rott’s Promotional RSUs and PSUs | Awards vest immediately; PSUs would remain subject to the achievement of the performance objectives | Awards vest immediately; PSUs would remain subject to the achievement of the performance objectives | Awards held for at least one year would generally vest as of the later of the first anniversary of the Grant Date or the date on which requirements for Retirement are first met. PSUs would remain subject to the achievement of the performance objectives | RSUs awards vest immediately; unvested PSUs are forfeited | Unvested awards are forfeited | Unvested awards are forfeited | | Annual Option Grants Mr. Rott’s Promotional Options | Options vest and become exercisable immediately; and all vested Options remain exercisable until the Option Expiration Date(2) | Options vest and become exercisable immediately; and all vested Options remain exercisable until the Option Expiration Date(2) | Options held for at least one year would generally vest as of the later of the first anniversary of the Grant Date or the date on which requirements for Retirement are first met; and all vested Options remain exercisable until the Option Expiration Date(2)(3) | Options vest and become exercisable immediately, and all vested Options remain exercisable only until the earlier of 90 days after such termination or the original Option Expiration Date(2)(3)(4)(5) | Unvested Options are forfeited, and all vested Options generally remain exercisable only until the earlier of 90 days after such termination or the original Option Expiration Date(2)(3)(5) | Unvested Options are forfeited, and all vested Option generally remain exercisable only until the earlier of 90 days after such termination or the original Option Expiration Date(2)(3)(5) | | Founders RSUs Mr. Saccaro’s New-Hire RSUs | Awards vest immediately | Awards vest immediately | Unvested awards are forfeited | Awards vest immediately | Unvested awards are forfeited | Unvested awards are forfeited | | Founders Options | Options vest and become exercisable immediately, and all vested Options remain exercisable until the Option Expiration Date | Options vest and become exercisable immediately, and all vested Options remain exercisable until the Option Expiration Date | Unvested Options are forfeited and vested Options remain exercisable only until the earlier of 90 days after retirement and the original Option Expiration Date | Options vest and become exercisable immediately, and all vested Options remain exercisable only until the earlier of 90 days after such termination or the original Option Expiration Date | Unvested Options are forfeited, and all vested Options remain exercisable only until the earlier of 90 days after such termination or the original Option Expiration Date | Unvested Options are forfeited, and all vested Options remain exercisable only until the earlier of 90 days after such termination or the original Option Expiration Date | | Mr. Arduini’s New-Hire PSUs | Awards vest immediately based on the average of target performance for uncompleted years of the performance period and actual performance for any completed years of the performance period | Awards vest immediately based on the average of target performance for uncompleted years of the performance period and actual performance for any completed years of the performance period | Unvested awards are forfeited | Awards vest immediately based on the average of target performance for uncompleted years of the performance period and actual performance for any completed years of the performance period | Awards vest immediately based on the average of target performance for uncompleted years of the performance period and actual performance for any completed years of the performance period in the event of a termination without cause or termination for good reason | None |

  130. Potential Payments Upon Termination or Change in Control

    | 66 | GE HEALTHCARE 2025 PROXY STATEMENT |

  131. Potential Payments Upon Termination or Change in Control

    | | Upon Death | Upon Disability | Upon Retirement(1) | Transfer of Business to Successor Employer | Upon Involuntary Termination | In connection with Change in Control | | Health Care | None | None | None | None | Executive can continue participation in the Company’s health and welfare benefit plans in which he was enrolled immediately prior such termination to the extent permitted by law and plan terms. Continued participation for the CEO is 24 months and for the other Leadership Team members is 12 months. | Executive can continue participation in the Company’s health and welfare benefit plans in which he was enrolled immediately prior such termination to the extent permitted by law and plan terms. Continued participation for the CEO is 36 months and for the other Leadership Team members is 24 months. | | Outplacement | None | None | None | None | Eligible for outplacement services subject to the Executive enrolling within 30 days following such termination. The CEO is eligible for 24 months of outplacement services and the other Leadership Team members are eligible for 12 months. | Eligible for outplacement services subject to the Executive enrolling within 30 days following such termination. The CEO is eligible for 36 months of outplacement services and the other Leadership Team members are eligible for 24 months. |

  132. Potential Payments Upon Termination or Change in Control

    (1)For equity awards granted after our Spin-Off, retirement is defined as attainment of age 65, age 60 and completion of at least 5 years of continuous employment, or age 55 and completion of at least 10 years of continuous employment. Continuous employment includes grantees’ most recent employment with General Electric Company ending on the Spin-Off. For equity awards granted prior to our Spin-Off, retirement is defined as attainment of age 60 and completion of at least 5 years of continuous employment. For Annual Bonus, retirement is defined as attainment of age 60 and completion of at least 5 years of continuous employment, or age 55 and completion of at least 10 years of continuous employment. No NEOs were retirement eligible on December 31, 204. (2)For Mr. Rott’s outstanding Options granted on December 21, 2018, unexercised Options, whether or not exercisable on the date of termination are forfeited. (3)For Mr. Rott’s outstanding Options granted on April 11, 2019, unexercised Options, whether or not exercisable on the date of termination are forfeited. (4)For Mr. Rott’s outstanding Options granted between 2015-2019, Options vest and become exercisable immediately, and all vested Options remain exercisable until the earlier of 5 years after such termination or the original Option Expiration Date. (5)For Mr. Rott’s outstanding Options granted in 2020, Options vest and become exercisable immediately, and all vested Options remain exercisable until the earlier of 6 months after such termination or the original Option Expiration Date.

  133. Potential Payments Upon Termination or Change in Control

    | GE HEALTHCARE 2025 PROXY STATEMENT | 67 |

  134. Potential Payments Upon Termination or Change in Control

    | | | Upon Death | Upon Disability | Upon Retirement | Transfer of Business to Successor Employer | Upon Involuntary Termination | Upon Change in Control | | Arduini | | | | | | | | | | Severance | 0 | 0 | 0 | 0 | 6,500,000 | 9,717,500 | | | Annual Bonus | 1,950,000 | 1,950,000 | N/A | 0 | 1,950,000 | 1,950,000 | | | RSUs and PSUs | 17,564,075 | 17,564,075 | N/A | 5,708,078 | 0 | 0 | | | Options | 781,553 | 781,553 | N/A | 781,553 | 0 | 0 | | | Founders RSUs | 1,675,007 | 1,675,007 | N/A | 1,675,007 | 0 | 0 | | | Founders Options | 1,536,998 | 1,536,998 | N/A | 1,536,998 | 0 | 0 | | | New-Hire PSUs | 5,276,134 | 5,276,134 | N/A | 5,276,134 | 5,276,134 | 0 | | | Health Care Benefits | 0 | 0 | 0 | 0 | 28,612 | 42,918 | | | Outplacement | 0 | 0 | 0 | 0 | 8,968 | 13,452 | | Saccaro | | | | | | | | | | Severance | 0 | 0 | 0 | 0 | 1,750,000 | 3,500,000 | | | Annual Bonus | 875,000 | 875,000 | N/A | 0 | 875,000 | 875,000 | | | RSUs and PSUs | 4,886,954 | 4,886,954 | N/A | 1,424,283 | 0 | 0 | | | Options | 0 | 0 | N/A | 0 | 0 | 0 | | | Founders RSUs(1) | 2,179,033 | 2,179,033 | N/A | 2,179,033 | 0 | 0 | | | Founders Options | 0 | 0 | N/A | 0 | 0 | 0 | | | Health Care Benefits | 0 | 0 | 0 | 0 | 13,927 | 27,855 | | | Outplacement | 0 | 0 | 0 | 0 | 4,484 | 8,968 | | Kass-Hout | | | | | | | | | | Severance | 0 | 0 | 0 | 0 | 1,800,000 | 3,600,000 | | | Annual Bonus | 900,000 | 900,000 | N/A | 0 | 900,000 | 900,000 | | | RSUs and PSUs(2) | 6,840,515 | 6,840,515 | N/A | 3,359,942 | 0 | 0 | | | Options | 66,131 | 66,131 | N/A | 66,131 | 0 | 0 | | | Founders RSUs | 516,457 | 516,457 | N/A | 516,457 | 0 | 0 | | | Founders Options | 473,901 | 473,901 | N/A | 473,901 | 0 | 0 | | | Health Care Benefits | 0 | 0 | 0 | 0 | 13,927 | 27,855 | | | Outplacement | 0 | 0 | 0 | 0 | 4,484 | 8,968 | | Jimenez | | | | | | | | | | Severance | 0 | 0 | 0 | 0 | 1,750,000 | 3,500,000 | | | Annual Bonus | 875,000 | 875,000 | N/A | 0 | 875,000 | 875,000 | | | RSUs and PSUs | 6,916,976 | 6,916,976 | N/A | 3,624,503 | 0 | 0 | | | Options | 62,556 | 62,556 | N/A | 62,556 | 0 | 0 | | | Founders RSUs | 488,547 | 488,547 | N/A | 488,547 | 0 | 0 | | | Founders Options | 448,288 | 448,288 | N/A | 448,288 | 0 | 0 | | | Health Care Benefits | 0 | 0 | 0 | 0 | 14,306 | 28,612 | | | Outplacement | 0 | 0 | 0 | 0 | 4,484 | 8,968 | | Rott | | | | | | | | | | Severance(3) | 0 | 0 | 0 | 0 | 1,363,320 | 2,726,640 | | | Annual Bonus(3) | 681,660 | 681,660 | N/A | 0 | 681,660 | 681,660 | | | RSUs and PSUs(4) | 2,727,231 | 2,727,231 | N/A | 989,602 | 0 | 0 | | | Options(4) | 22,343 | 22,343 | N/A | 22,343 | 0 | 0 | | | Founders RSUs | 174,420 | 174,420 | N/A | 174,420 | 0 | 0 | | | Founders Options | 160,099 | 160,099 | N/A | 160,099 | 0 | 0 | | | Health Care Benefits | 0 | 0 | 0 | 0 | 0 | 0 | | | Outplacement(3) | 0 | 0 | 0 | 0 | 5,410 | 10,820 |

  135. Potential Payments Upon Termination or Change in Control

    (1)Inclusive of Mr. Saccaro’s New-Hire RSUs. (2)Inclusive of Mr. Kass-Hout’s New-Hire RSUs. (3)Amounts paid in Euros and converted for this table at an exchange rate of $1.0820 per €1.00, the 2024 average noon buying rate certified for customs purposes by the U.S. Federal Reserve Bank of New York set forth in the H.10 statistical release of the Federal Reserve Board. (4)Inclusive of Mr. Rott’s annual and promotional equity awards.

  136. Potential Payments Upon Termination or Change in Control

    | 68 | GE HEALTHCARE 2025 PROXY STATEMENT |

  137. Potential Payments Upon Termination or Change in Control

    Pension Benefits. “Pension Benefits” beginning on page 63 describes the general terms of each pension plan in which our NEOs participate, the years of credited service, and the present value of their accumulated pension benefit (assuming payment begins at age 60 or 63, as noted above). The table below shows the pension benefits that would have become payable if the NEO had died, become disabled, voluntarily terminated their employment, or retired as of December 31, 2024. In the event of death before retirement, because Mr. Arduini has more than 15 years of service accrued during his prior tenure with GE, his surviving spouse may receive either an annuity, as if he had retired and elected the spousal 50% joint and survivor annuity option prior to death, or an immediate lump-sum payment based on five years of pension distributions, in each case based upon the accrued benefit. Mr. Rott is a terminated vested participant in the Germany Pension plan, if he passes away before age 60, his surviving spouse may choose to receive either a lump sum or 60% of the annuity, as if he had become disabled at the time of death. In the event a disability occurs before retirement, Messrs. Arduini and Rott could receive an annuity payment of accrued benefits under their respective plans.

  138. Potential Termination Payments Table (Pension Benefits)

    Potential Termination Payments Table (Pension Benefits)

  139. 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 ($) | | Arduini | N/A | 17,805 | 38,634 | 35,610 | 35,610 | | Saccaro | N/A | N/A | N/A | N/A | N/A | | Kass-Hout | N/A | N/A | N/A | N/A | N/A | | Jimenez | N/A | N/A | N/A | N/A | N/A | | Rott(1) | N/A | 12,975 | 21,626 | 18,890 | N/A |

  140. Potential Termination Payments Table (Pension Benefits)

    (1)Benefits paid in Euros and converted for this table at an exchange rate of $1.0820 per €1.00, the 2024 average noon buying rate certified for customs purposes by the U.S. Federal Reserve Bank of New York set forth in the H.10 statistical release of the Federal Reserve Board. Lump Sum Upon Death. Messrs. Arduini and Rott are not eligible for a lump sum payment. Annual Benefits Upon Death. For Messrs. Arduini and Rott, the annual amounts are payable for the life of the surviving spouse under their respective plans. Annual Benefits Upon Disability. For Mr. Arduini, the annual amount includes the 50% joint and survivor annuity under his plan. For Mr. Rott, the annual amount represents the 60% joint and survivor annuity under his plan. Annual Benefits Upon Voluntary Termination. Mr. Arduini is over age 60 and eligible to commence upon termination with the annual amount shown, which includes the 50% joint and survivor annuity. For Mr. Rott, the annual amount represents equivalent single life annuity of his notional account payable at age 63. Annual Benefits Upon Retirement. Mr. Arduini is over age 60 and eligible to retire with the annual amount shown, which includes the 50% joint and survivor annuity. For Mr. Rott, he is not eligible to retire until age 63. Deferred Compensation. The NEOs are entitled to receive the vested amount in their Restoration Plan account in the event of a termination of employment. Between the termination event and the date that distributions are made, these accounts would continue to be adjusted to reflect hypothetical investment gains and losses. Therefore, amounts received by NEOs would differ from those shown in the “Nonqualified Deferred Compensation Table” on page 63. Vested amounts under the Restoration Plan are paid in a lump sum, generally in July of the year following the year of the participant’s separation from service after execution of a release.

  141. Potential Termination Payments Table (Pension Benefits)

    | GE HEALTHCARE 2025 PROXY STATEMENT | 69 |

  142. 2024 CEO Pay Ratio

    2024 CEO Pay Ratio As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”) and Item 402(u) of Regulation S-K (“Item 402(u)”), below is information about the relationship of the annual total compensation of the individual identified in accordance with the process outlined below as our median paid employee excluding our CEO (the “Median Employee”) and the annual total compensation of our CEO, Mr. Arduini. Pay Ratio. Our Median Employee earned $73,078 in total compensation for 2024. The total 2024 compensation for Mr. Arduini as reported in the “Summary Compensation Table” beginning on page 56 was $19,487,880. Based upon total compensation for 2024, the ratio of the annual total compensation of our CEO to the annual total compensation of our Median Employee was calculated to be approximately 267 to 1. How we Identified the Median Employee. In accordance with Item 402(u) of Regulation S-K, we began with a decision to use the same median employee included in our last proxy statement because there has been no material change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. To identify our median employee, we started with our global employment records as of December 1, 2023, and determined we employed 53,401 full-time, part-time, temporary, and seasonal employees (excluding the CEO) (“Global Employees”) as of that date, including 16,771 in the U.S., and 36,630 outside of the U.S. Under the de minimis exemption rule of Item 402(u), we excluded 1,836, or approximately 3.4% of our Global Employees from 34 countries(1), resulting in a total of 51,565 Global Employees used to identify our median employee. All employees in these 34 countries were excluded. We then used the consistently applied compensation measure of annual base salary plus target bonus, each prorated to reflect time employed in 2023, to calculate compensation across the remaining Global Employee population to identify the median employee. We believe this compensation measure reasonably reflects the annual compensation of our Global Employees. Base salary and target bonuses were not annualized for any employees, and all currencies were converted to U.S. dollars using applicable conversion rates consistent with our accounting practices. How we Calculated the CEO Pay Ratio. The Median Employee’s 2024 annual total compensation was calculated using the Summary Compensation Table methodology for calculating total compensation under Item 402(c)(2)(x) of Regulation S-K and compared with total compensation of Mr. Arduini, as detailed in the Summary Compensation Table above, to arrive at the CEO pay ratio. (1)The following countries and corresponding number of employees were excluded from our pay ratio calculation: Mozambique (1), Luxembourg (2), Ukraine (3), Estonia (4), Slovakia (4), Pakistan (5), Nepal (6), Iraq (9), Serbia (9), Côte d’Ivoire (14), Bulgaria (17), Jordan (20), Morocco (21), Peru (26), Czechia (28), Kazakhstan (35), New Zealand (39), Bangladesh (40), Tunisia (48), Kenya (58), Nigeria (61), Philippines (69), Chile (70), Malaysia (86), Vietnam (86), Portugal (88), Romania (96), Argentina (109), Thailand (117), Belgium (118), South Africa (118), Switzerland (132), Algeria (141), Greece (156).

  143. 2024 CEO Pay Ratio

    | 70 | GE HEALTHCARE 2025 PROXY STATEMENT |

  144. Pay Versus Performance

    Pay Versus Performance As required under Section 953(a) of the Dodd-Frank Act, and in accordance with Item 402(v) of Regulation S-K, we are providing the following information about the relationship between compensation actually paid to our company’s principal executive officer (“PEO”) and the other NEOs and Company performance. In this section we refer to compensation actually paid (“CAP”) and other terms used in the applicable SEC rules; the calculations and analysis below presented below in accordance with those rules do not necessarily reflect our approach to aligning executive compensation with performance.

  145. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO(1) ($) | Average Summary Compensation Table Total for Non-PEO NEOs(2) ($) | Average Compensation Actually Paid to Non-PEO NEOs(1) ($) | Value of Initial Fixed $100 Investment Based on: | | Net Income(5) ($ in thousands) | Company Selected Performance Measure - Organic Revenue Growth*(6) | | | | | | | Company Total Shareholder Return(3) | Peer Group Total Shareholder Return(4) | | | | 2024 | 19,487,880 | 13,412,402 | 5,179,586 | 4,407,205 | 129.59 | 113.61 | 2,050,000 | 1% | | 2023 | 24,510,947 | 29,849,747 | 9,126,538 | 8,514,116 | 127.98 | 100.66 | 1,614,000 | 8% | | 2022(7) | 10,497,102 | 7,343,420 | 4,705,283 | 2,963,509 | N/A | N/A | 1,967,000 | 7% |

  146. Pay Versus Performance

    (1)CAP to our PEO and the average CAP to our non-PEO NEOs reflect adjustments from total compensation reported in the Summary Compensation Table (“SCT”). The assumptions used to calculate the values for RSUs, PSUs, and Options included in the calculation of CAP did not differ materially from those used to calculate the grant date fair value for such awards. A Monte Carlo simulation model was used to calculate the fair value for PSUs as of the applicable year-end measurement date. A Black-Scholes value was used for Options as of the applicable year-end or vesting date(s), determined using the same methodology used to determine grant date fair value, except that (1) the closing stock price on the applicable reevaluation date was used as the current market price and (2) a reduced expected life was used, given applicable time lapse since grant date. The calculation of CAP for the PEO and Non-PEO NEOs for 2024 is shown in the table below:

  147. Pay Versus Performance

    | Compensation Actually Paid | 2024 | | | | PEO ($) | Average Non-PEO ($) | | SCT Total | 19,487,880 | 5,179,586 | | Subtract, value of all stock awards and stock options reported in SCT | 15,963,773 | 3,454,554 | | Add, year-end value of all equity awards granted in the fiscal year that were unvested and outstanding at year-end | 10,179,595 | 2,568,840 | | Add, change in fair value from prior year-end to current year-end of all prior-year equity awards that were outstanding and unvested at year-end | (1,241,462) | (114,397) | | Add, change in fair value (from prior year-end to vesting date) of prior-year equity awards that vested in fiscal year | 950,162 | 227,730 | | Total Adjustments | (6,075,478) | (772,381) | | Compensation Actually Paid | 13,412,402 | 4,407,205 |

  148. Pay Versus Performance

    (2)The dollar amounts reported represent the average of amounts reported for our NEOs as a group (excluding our CEO) in the “Total” column of the SCT in each applicable year. The names of each of the NEOs included for these purposes in each applicable year are as follows: (1) for 2024, Messrs. Saccaro, Kass-Hout, Jimenez, and Rott, (2) for 2023, Messrs. Saccaro, Kass-Hout, Jimenez, Makela, and Zodl, and (3) for 2022, Messrs. Zodl, Jimenez, and Makela, and Ms. Larson. (3)Reflects our TSR, assuming dividend reinvestment, from January 4, 2023, through December 31, 2024. (4)The peer group used for this purpose is our Compensation Peer Group. See “Compensation Peer Group” on page 41 for more information. (5)Reflects Net income as reported in each of our Annual Reports on Form 10-K for 2024, 2023, and 2022. (6)For details on Organic revenue* for 2024, 2023, and 2022, see Item 7 in each of our Annual Reports on Form 10-K for 2024, 2023, and 2022. (7)We became an independent, public company effective January 3, 2023, but were required to report pursuant to Section 13(a) or 15(d) of the Exchange Act effective as of December 8, 2022. Because we were a subsidiary of GE during 2022, CAP actually paid to our NEOs was largely driven by GE’s stock price and did not bear a close relationship to our Net income or Organic revenue growth* for 2022. The Company did not have a TSR in 2022.

  149. Pay Versus Performance

    | GE HEALTHCARE 2025 PROXY STATEMENT | 71 |

  150. Pay Versus Performance Relationship Disclosures

    Pay Versus Performance Relationship Disclosures The charts below depict the relationships between (1) CAP to the PEO and Non-PEO NEOs and (2) Company TSR and Compensation Peer Group TSR, Net income, and Organic revenue growth* for fiscal years ended December 31, 2024, 2023 and 2022.

  151. Compensation Actually Paid vs. Total Shareholder Return

    Compensation Actually Paid vs. Total Shareholder Return

  152. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  153. Compensation Actually Paid vs. Organic Revenue Growth*

    Compensation Actually Paid vs. Organic Revenue Growth* * Non-GAAP financial measure. See the Appendix for additional information and definitions of these non-GAAP financial measures.

  154. Compensation Actually Paid vs. Organic Revenue Growth*

    | 72 | GE HEALTHCARE 2025 PROXY STATEMENT |