DEF 14A of GE HealthCare Technologies Inc., Apr 4, 2024

DEF 14A of GE HealthCare Technologies Inc.

Filed Apr 4, 2024 · FY20230001932393-24-000022

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 2025 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 25, 2024.

  2. Director Nominees

    | H. Lawrence Culp, Jr. | | | Risa Lavizzo‑Mourey | | Independent | | | Chairman Chairman and Chief Executive Officer General Electric Company Chief Executive Officer GE Aerospace Age: 61 | | | Lead Director Nominating and Governance Committee Chair Professor Emerita University of Pennsylvania Former President and Chief Executive Officer Robert Wood Johnson Foundation Age: 69 | | | Peter J. Arduini | | | Rodney F. Hochman | | Independent | | | President and Chief Executive Officer GE HealthCare Technologies Inc. Age: 59 | | | President and Chief Executive Officer Providence Age: 68 | | | 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: 57 | | | Audit Committee Chair Former Executive Vice President and Chief Financial Officer HP, and its predecessor, Hewlett- Packard Age: 65 | | | Anne T. Madden | | Independent | Tomislav Mihaljevic | | Independent | | | Senior Vice President and General Counsel Honeywell International Inc. Age: 59 | | | Chief Executive Officer and President, Morton L. Mandel CEO Chair Cleveland Clinic Age: 60 | | | William J. Stromberg | | Independent | Phoebe L. Yang | | Independent | | | Talent, Culture, and Compensation Committee Chair Former Chief Executive Officer T. Rowe Price Group Age: 64 | | | Former General Manager Amazon Web Services, Healthcare Age: 55 | |

  3. Director Nominees

    | GE HEALTHCARE 2024 PROXY STATEMENT | 5 |

  4. Board of Directors

    Board of Directors Directors should possess leadership experience; the highest personal and professional ethics, integrity, and values; a passion for learning; a sense of priorities and balance; talent development experience; and commitment to representing the long-term interests of our stockholders. Our Board aims to create a diverse team of directors representing a range of experience at policy-making levels in business, government, education, and technology, and in areas that are relevant to our global activities, as well as diversity with respect to attributes including, but not limited to, race, ethnicity, gender, and cultural background. Directors must also have an inquisitive and objective perspective, practical wisdom, and mature judgment. Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively. Our Board composition reflects our intention to have a board of directors with a well-rounded variety of experience, industry backgrounds related to our business activities, and diverse personal attributes. The composition of the Board nominees is:

  5. Board of Directors

    | Age | Diversity | | | We aim to build a diverse board representing a range of backgrounds | | | 3 of 5 Board leadership positions are held by women | | | | | Independence | | | | All independent except for the Chairman and the Chief Executive Officer 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

    | 6 | GE HEALTHCARE 2024 PROXY STATEMENT |

  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

    | GE HEALTHCARE 2024 PROXY STATEMENT | 7 |

  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 2025 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 25, 2024.

  12. Nominee Biographies

    | | H. Lawrence Culp, Jr. | Chairman Age: 61 Birthplace: United States | Key Skills & Experience •Healthcare Industry •Finance and Accounting •Risk Management •Global •Academia and Nonprofit Other Current Public Company Boards •General Electric 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, General Electric Company, and Chief Executive Officer, GE Aerospace | | | | Mr. Culp has served as the Chairman and Chief Executive Officer of GE since September 2018, leading GE’s transformation to become a more focused, simpler, and stronger high-tech industrial company. Under his leadership, GE’s total gross debt reduction was more than $100 billion through 2023. He has championed lean, bringing a focus on customer value, and driving improvements in safety, quality, delivery, and cost. He was the key architect behind GE’s plan to form three industry-leading, global public companies and has served as Chairman of our Board since the successful Spin-Off in January 2023. He also has served as Chief Executive Officer of GE Aerospace since June 2022 and will continue leading the aviation-focused company into the future after the Spin-Off of GE’s portfolio of energy businesses in April 2024. Prior to joining GE, Mr. Culp spent 25 years at Danaher Corporation (NYSE: DHR) in various capacities, including Group Executive and Corporate Officer, with responsibility for the company’s Environmental and Electronic Test and Measurement platforms while also serving as President of Fluke and Fluke Networks; Executive Vice President; Chief Operating Officer; and President and CEO, a role he held from 2000 to 2014. During his tenure, Danaher increased both its revenues and its market capitalization five-fold. Investors and analysts consistently rank him as one of the top CEOs in annual Institutional Investor surveys, and Harvard Business Review named him one of the Top 50 CEOs in the world. 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 within GE make him uniquely qualified to serve as our Chairman. | | |

  13. Nominee Biographies

    | 8 | GE HEALTHCARE 2024 PROXY STATEMENT |

  14. Nominee Biographies

    | | Risa Lavizzo-Mourey | Independent | Lead Director Chair: Governance Committee Committee Memberships Governance Committee Age: 69 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 •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 | | 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: 59 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, a global medical device manufacturing 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

    | GE HEALTHCARE 2024 PROXY STATEMENT | 9 |

  17. Nominee Biographies

    | | Rodney F. Hochman | Independent Committee Memberships Audit Committee Governance Committee Age: 68 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 •University of Washington Foster School of Business •Boston University School of Medicine Dean’s Advisory Board | | President and Chief Executive Officer, Providence | | | | Dr. Hochman has served as a member of our Board since the Spin-Off. Since 2016, Dr. Hochman has served as the President and Chief Executive Officer of Providence, a Catholic not-for-profit health system. Dr. Hochman also serves as a member of the board of Providence. 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: 57 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 •KLDiscovery Prior Public Company Boards •Integra LifeSciences Other Positions •Trustee, University of Pennsylvania •Board of Overseers, University of Pennsylvania Engineering School | | 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. Mr. Howell has served as 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, and Mr. Howell served 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. Mr. Howell has served as Operating Executive for The Carlyle Group, a global investment firm, since March 2023. 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

    | 10 | GE HEALTHCARE 2024 PROXY STATEMENT |

  20. Nominee Biographies

    | | Catherine Lesjak | Independent Chair: Audit Committee Committee Memberships Audit Committee | Financial Expert Age: 65 Birthplace: Canada | Key Skills & Experience •Finance and Accounting •Science and Technology •Risk Management •Global Other Current Public Company Boards •General Electric •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: 59 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

    | GE HEALTHCARE 2024 PROXY STATEMENT | 11 |

  23. Nominee Biographies

    | | Tomislav Mihaljevic | Independent Committee Memberships Governance Committee Compensation Committee Age: 60 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 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: 64 Birthplace: United States | Key Skills & Experience •Finance and Accounting •Risk Management •Global •Academia and Nonprofit Other Current Public Company Boards •T. Rowe Price Group Other Positions •Advisory Board Chair, Johns Hopkins University Whiting School of Engineering •Board of Trustees, Johns Hopkins University •Board of Directors, Greater Washington Partnership | | Former Chief Executive Officer, T. Rowe Price Group | | | | Mr. Stromberg has served as a member of our Board since the Spin-Off. Since January 2016, Mr. Stromberg has been a director of the T. Rowe Price Group, Inc. (“Price Group”), a global investment management firm, and has served as the Non-executive Chair of the Price Group board since December 2021. He plans to retire 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

    | 12 | GE HEALTHCARE 2024 PROXY STATEMENT |

  26. Nominee Biographies

    | | Phoebe L. Yang | Independent Committee Memberships Governance Committee Compensation Committee Age: 55 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 •Board Member, Oasis Life Network | | 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 from August 2013 to July 2016 and as Co-Lead and then Lead Managing Director of Ascension Holdings International from July 2016 to February 2018. Ms. Yang previously served as a public company senior executive at The Advisory Board Company, Discovery Inc., and AOL Time Warner, as well as Managing Director of Rock Water Ventures, LLC. 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

    | GE HEALTHCARE 2024 PROXY STATEMENT | 13 |

  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. 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. Non-employee directors received the following retainers and fees in 2023:

  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, 2023.

  30. Director Compensation Table

    | Director Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | H. Lawrence Culp, Jr. | 255,000 | 276,649 | 531,649 | | Risa Lavizzo‑Mourey | 180,000 | 276,649 | 456,649 | | Rodney F. Hochman(3) | 124,959 | 276,649 | 401,608 | | Lloyd W. Howell, Jr. | 125,000 | 276,649 | 401,649 | | Catherine Lesjak | 150,000 | 276,649 | 426,649 | | Anne T. Madden(3) | 124,959 | 276,649 | 401,608 | | Tomislav Mihaljevic | 125,000 | 276,649 | 401,649 | | William J. Stromberg(4) | 144,934 | 276,649 | 421,582 | | Phoebe L. Yang | 125,000 | 276,649 | 401,649 |

  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 2023, 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 Accounting Standards Codification 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, 2023 for each non-employee director consisted of 3,584 RSUs. (3)On May 23, 2023, Mr. Hochman and Ms. Madden each received a grant of 1,214 DSUs in lieu of their annual cash retainer. The grant date fair value of each award was $93,709, determined as noted in footnote 2 above. (4)On May 23, 2023, Mr. Stromberg received a grant of 1,408 DSUs in lieu of his annual cash retainer. The grant date fair value of that award was $108,684, determined as noted in footnote 2 above.

  32. Director Compensation Table

    | 38 | GE HEALTHCARE 2024 PROXY STATEMENT |

  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 2023, as described in this proxy statement. We currently hold say-on-pay votes annually, in which case the next say-on-pay vote will occur at our 2025 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. Furthermore, the Board believes the use of a balanced mix of base salary, 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

    | GE HEALTHCARE 2024 PROXY STATEMENT | 39 |

  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 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 Hold annual stockholder say-on-pay advisory vote Conduct an annual peer group review | | 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 2023 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, 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

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

  38. Pay-for-Performance

    (1)The percentages in the charts that illustrate the compensation mix and amount at-risk are rounded to equal 100%. Actual percentages for the CEO Target Pay Mix are as follows: Salary (8.3%), Bonus Target (12.5%), PSU Target Grant Value (39.6%), Option Grant Value (19.8%), and RSU Grant Value (19.8%). Similar rounding was applied to the Average of Other NEOs Target Pay Mix chart. (2)Excludes Mr. Zodl, our former Chief Financial Officer.

  39. Total Rewards Philosophy and Guiding Principles

    | Guiding Principle | Description | | 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 new 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 |

  40. Compensation Peer Group

    Compensation Peer Group In anticipation of the Spin-Off, GE and our management team considered the types of companies with which we would compete for talent within the broader medical device and medical technology spaces. Semler Brossy advised on certain characteristics of potential peers, including business type, revenue, and market capitalization compared to GE HealthCare. In 2023, after considering advice from Semler Brossy, the Compensation Committee approved the 15-company peer group listed below (the “Compensation Peer Group”) to be used to benchmark our compensation programs for our NEOs against those typically offered to employees in our industry. The Compensation Committee considered this peer group when designing our 2023 compensation programs. For setting 2023 individual total direct compensation, the Compensation Committee referenced benchmarking data from the 13 U.S.-based peers, which excluded Philips and Siemens Healthineers due to the differences in compensation practices outside of the U.S. The Compensation Committee regularly reviews the Compensation Peer Group for any appropriate changes.

  41. Our Compensation Peer Group for 2023 Compensation

    Our Compensation Peer Group for 2023 Compensation

  42. Our Compensation Peer Group for 2023 Compensation

    | 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 |

  43. Our Compensation Peer Group for 2023 Compensation

    | 44 | GE HEALTHCARE 2024 PROXY STATEMENT |

  44. Annual Bonus Plan

    Annual Bonus Plan In 2023, GE HealthCare provided annual cash incentive opportunities to its executives, including all of 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 2023 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. In 2023, the Compensation Committee approved an increase in Mr. Arduini’s target bonus percentage from 125% to 150% of base salary in accordance with the terms of his amended offer letter, which was approved by the General Electric Management Development and Compensation Committee (“MDCC”) prior to our Spin-Off. For all other NEOs, target bonus percentages remained at 100% of base salary. In the first quarter of 2023, the Compensation Committee approved for our NEOs financial metrics and targets at the corporate and segment levels, as well as metrics and targets for the strategic initiatives modifier, which is measured at the corporate level. For executives in roles overseeing all of GE HealthCare, financial metrics were fully tied to corporate-level performance goals. For Mr. Makela, CEO of our Imaging segment, financial metrics were tied in part to corporate-level performance goals with a meaningful weighting (40%) and the Imaging segment performance goals with the majority of the weighting (60%). As shown below, bonuses paid to our NEOs are determined formulaically based on each NEO’s base salary, target bonus percentage, applicable corporate and/or segment financial performance, strategic initiatives modifier, and an individual performance multiplier.

  45. Annual Bonus Plan

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

  46. Annual Bonus Plan

    How 2023 Bonus Plan Metrics Were Selected. The 2023 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%), Segment 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.

  47. Annual Bonus Plan

    | GE HEALTHCARE 2024 PROXY STATEMENT | 45 |

  48. Annual Bonus Plan

    Metrics for the 2023 strategic initiatives modifier focused on our two other areas of priority. The use of a New Product Introductions (“NPI”) 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 could increase or decrease 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. 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 2023 Bonus Plan Targets and Performance Levels Were Determined. In the first quarter of 2023, 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 2023 budget. The Compensation Committee also established targets for the two strategic initiatives of our modifier that aligned with the Company’s strategy and business priorities. 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 the 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 2023 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 2024, the Compensation Committee certified the 2023 Bonus Plan performance results to determine the payout level for each financial and strategic initiative metric at the corporate level. Consistent with its adjustment authority established in February 2023, the Compensation Committee excluded the impact of two 2023 acquisitions on GE HealthCare Adjusted EBIT results and adjusted the GE HealthCare Free cash flow results for the impact of a tax law related to research and development (“R&D”) capitalization that was expected to be repealed when targets were set in February 2023 but was not subsequently repealed (i.e., the targets were set assuming a repeal of the law, which did not occur). The Compensation Committee considered both adjustments to be normal course and necessary so that actual performance and targets were calculated on a comparable basis.

  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% | $17,964 | $18,910 | $19,855 | $19,125 | 123% | +2% | —% | 125% | | Adjusted EBIT ($M) | 30% | $2,635 | $3,100 | $3,410 | $2,988(2) | 88% | | | | | Free cash flow ($M) | 20% | $1,275 | $1,700 | $2,040 | $1,965(3) | 178% | | | |

  50. Annual Bonus Plan

    (1) All metrics are GE HealthCare 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 $32M for the impact of two 2023 acquisitions. (3) Adjusted to add back $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.

  51. Annual Bonus Plan

    | 46 | GE HEALTHCARE 2024 PROXY STATEMENT |

  52. Annual Bonus Plan

    How Imaging Segment Level Performance Was Determined. As noted above, Mr. Makela is the only NEO with performance goals tied to a segment (Imaging), for which he is the segment CEO. In the first quarter of 2024, the Compensation Committee certified the 2023 Bonus Plan performance results of our Imaging segment to determine the payout level for Mr. Makela, as shown below.

  53. Annual Bonus Plan

    | Imaging Segment Bonus Plan Financial Performance Metrics | Weight | Threshold (50% Payout) | Target (100% Payout) | Max (200% Payout) | Actual Bonus Performance | Metric Payout | Imaging Payout (60%) | Corporate Level Bonus Payout (40%) | Bonus Payout | | Organic revenue(1) ($M) | 50% | $9,747 | $10,260 | $10,773 | $10,355 | 119% | 98% | 125% | 109% | | Segment EBIT ($M) | 30% | $1,066 | $1,254 | $1,379 | $1,124 | 66% | | | | | Inventory Turns | 20% | 3.3 | 4.4 | 5.3 | 4.3 | 95% | | | |

  54. Annual Bonus Plan

    (1)Non-GAAP financial measure. See the Appendix for additional information and definitions of the non-GAAP financial measures used in the Bonus Plan. How NEO Bonus Payouts Were Determined. As shown below, in the first quarter of 2024, the Compensation Committee approved 2023 Bonus Plan payouts for our NEOs, which were determined based on the achievement of performance goals at the corporate and/or 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, Makela, and Zodl, individual performance multipliers of 100%, 105%, 100%, 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 2023 individual goals as detailed in “Compensation Actions for 2023” on pages 51 and 53, respectively.

  55. Annual Bonus Plan

    | NEO | 2023 Bonus Performance Group | 2023 Bonus Target | Corp / Segment Results(1) | Individual Performance Multiplier | 2023 Bonus Payout | | Peter Arduini | 100% Corporate Level | $1,875,000 | 125% | 105% | $2,460,938 | | James Saccaro | 100% Corporate Level | $513,014 | 125% | 100% | $641,267 | | Taha Kass-Hout | 100% Corporate Level | $895,068 | 125% | 105% | $1,174,777 | | Frank Jimenez | 100% Corporate Level | $875,000 | 125% | 100% | $1,093,750 | | Jan Makela(2) | 40% Corporate Level, 60% Imaging | $659,320 | 109% | 100% | $718,659 | | Helmut Zodl(3) | 100% Corporate Level | $750,000 | 125% | 100% | $624,144 |

  56. Annual Bonus Plan

    (1)Percentage inclusive of the Strategic Initiatives Modifier, which resulted in +2 percentage points. (2)This amount was paid in British pounds and converted for purposes of this presentation at an exchange rate of $1.2440 per £1.00, the 2023 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. (3)Pursuant to the terms of the Bonus Plan, because his role was eliminated, Mr. Zodl was eligible for a prorated bonus for the 2023 plan year based on his employment during 2023.

  57. Long-Term Incentive Program

    Long-Term Incentive Program GE HealthCare’s 2023 LTI Program focused on our Growth Acceleration and Business Optimization strategic pillars and was comprised of 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 GE HealthCare Determined Award Mix and Amounts. Annual long-term incentive (“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 2023, 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 2025 Organic revenue (weighted 50%) and 2023-2025 Cumulative Adjusted EBIT (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. 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 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.

  58. Long-Term Incentive Program

    | GE HEALTHCARE 2024 PROXY STATEMENT | 47 |

  59. Vehicle Mix and PSU Calculation

    Vehicle Mix and PSU Calculation

  60. Vehicle Mix and PSU Calculation

    | 50% PSUs 3-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 |

  61. Vehicle Mix and PSU Calculation

    | 2025 Organic revenue (50%) | + | 2023-2025 Cumulative Adjusted EBIT (50%)X | Relative TSR Modifier vs. GEHC’s Peer Group (+/-20%) | = | Final Award(1) (0%-200%) |

  62. Vehicle Mix and PSU Calculation

    (1)Threshold achievement results in a 50% payout for performance-based vehicles.

  63. 2023 PSUs

    2023 PSUs How GE HealthCare’s Annual PSUs Work. GE HealthCare’s 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 2023, the Compensation Committee selected the performance metrics for PSUs to be granted in 2023. 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 will certify 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 long-term financial goals. The target, threshold, and maximum performance levels for each performance metric are set with reference to annual budgets for GE HealthCare that senior management establishes and the Board approves. PSUs vest at the end of the 3-year performance period, contingent upon satisfaction of the performance criteria and subject to the NEO’s continued employment through the vesting date. How GE HealthCare Selected Metrics and Targets for PSUs. The 2023 performance metrics and targets for PSUs granted to our NEOs were approved by the Compensation Committee in February 2023. The PSUs may become earned based on our 2025 Organic revenue (50% weighting) and 2023-2025 Cumulative Adjusted EBIT (50% weighting), and are subject to modification of +/-20% based on three-year relative TSR versus our peer group. 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 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. The Compensation Committee chose Organic revenue and Cumulative Adjusted EBIT as metrics to incentivize and focus executives on long-term profitable growth. The financial metrics are tied to corporate performance, which aligns all of GE HealthCare’s leaders who receive PSUs with the same performance target, in contrast to the metrics used in the Bonus Plan, which for GE HealthCare segment employees are based in part on segment-level performance. See the Appendix for additional information and definitions of the non-GAAP financial measures used in GE HealthCare’s 2023 PSUs.

  64. 2023 Options and RSUs

    2023 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 GE HealthCare’s 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.

  65. 2023 Options and RSUs

    | 48 | GE HEALTHCARE 2024 PROXY STATEMENT |

  66. 2023 Options and RSUs

    2023 Stock Options. The annual Options granted to our NEOs in 2023 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. Options generally expire 10 years from the grant date. 2023 RSUs. The annual RSUs granted to our NEOs in 2023 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.

  67. 2024 PSUs

    2024 PSUs In the first quarter of 2024, the Compensation Committee changed the metrics for 2024 PSUs by replacing three-year Cumulative Adjusted EBIT with a three-year earnings per share metric weighted at 50% while continuing with Organic revenue weighted at 50%. The Compensation Committee made the decision after a review provided by its independent compensation consultant of prevalent industry practices and considerations of how earnings per share contribute to the Company’s long-term strategic objectives and creation of stockholder value.

  68. Other LTI Awards

    Other LTI Awards Founders Grants. The Compensation Committee awarded one-time “Founders Grants” to approximately 8,200 of our leaders, including our NEOs, in the form of Options and RSUs, on February 1, 2023, under the LTI Program. The Founders Grants are intended to align the interests of GE HealthCare leaders, including our NEOs, with those of our stockholders and provide a meaningful ownership stake in the Company from our “Day 1,” which is consistent with our Total Rewards Philosophy. The Founders Grants were made in recognition of the pivotal role leadership will play at a critical time following our Spin-Off. The design of the Founders Grants and amounts of the awards were developed after a review of competitive market practices provided by Semler Brossy for equity grants in conjunction with a spin-off or initial public offering and consideration of the potential dilutive impact on stockholders. Founders Grants will vest over a three-year period, with 50% vesting on each of the second and third anniversary of the grant date if the executive remains employed through each vesting date, with limited exceptions for terminations due to death, disability, or a transfer to a successor employer in connection with our transfer of a business operation. For the approximately 700 recipients who receive annual equity grants as part of their ongoing compensation, including our NEOs, the value of the Founders Grants was determined based on a percentage of their current annual long-term incentive targets. For the NEOs, Founders Grant values were approximately 50% of their annual long-term incentive targets. For the approximately 7,500 recipients who do not regularly receive equity grants as part of their ongoing compensation, the value of the Founders Grants was based on a consistent percentage of salary. 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 becoming our CEO, and pursuant to the terms of his offer letter, in February 2022 he received an equity grant of PSUs (“New-Hire PSUs”). Mr. Arduini’s New-Hire PSUs are eligible to vest on March 1, 2025 (except in the event of earlier specified termination events), 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 2024. For 2023, 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 two strategic initiative modifiers 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. Per SEC rules, the 2023 tranche of Mr. Arduini’s New-Hire PSU Award that was granted by GE in 2022 prior to our Spin-Off is included as a 2023 compensation award in these two tables. 2022 Annual PSUs. As disclosed in our 2023 proxy statement, in 2023 the GE MDCC 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. 2021 Annual PSUs. Each of Messrs. Makela and Zodl were awarded PSUs by GE in 2021, prior to our Spin-Off, which were eligible to vest based on GE’s 2021 adjusted earnings per share (50% weighting) and free cash flow (50% weighting) performance, and were subject to modification of +/- 20% based on GE’s TSR relative to the S&P 500 Industrials Index from January 1, 2021 through January 3, 2023, the Spin-Off date. As disclosed in our 2023 proxy statement, in 2023 the GE MDCC certified the final payout for the 2021 PSUs at 140% of the executive’s target. As a result, 140% of the target 2021 PSUs granted to Mr. Makela (equal to 17,348) vested on March 1, 2024. Mr. Zodl forfeited his 2021 PSUs (equal to 13,878) upon his termination of employment in 2023. No other NEOs held 2021 PSUs.

  69. Other LTI Awards

    | GE HEALTHCARE 2024 PROXY STATEMENT | 49 |

  70. Other LTI Awards

    2023 New-Hire RSUs. In connection with attracting and retaining top executive talent in 2023, the Compensation Committee approved one-time equity awards in consideration of the value of equity candidates forfeited at a prior employer. Specifically, in connection with his hire on June 1, 2023, the Compensation Committee approved a new-hire equity award for Mr. Saccaro in the form of RSUs with a target value of $3,500,000 in recognition of the value of long-term incentives he forfeited from his former employer, with 50% vesting on each of the first and second anniversary of the grant date, subject to his continued employment through each vesting date. In connection with his hire on January 3, 2023, the Compensation Committee approved a new-hire equity award to Mr. Kass-Hout in the form of RSUs with a target value of $3,500,000 in recognition of the value of long-term incentives he forfeited from his former employer, with 50% vesting on each of the first and second anniversary of the grant date, subject to his continued employment through each vesting date.

  71. Equity Grant Practices

    Equity Grant Practices Management has developed an equity granting schedule designed to avoid circumstances where the timing of the grant may affect compensation value. Specifically, annual grants are 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 selected so as not to affect compensation value. 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 follow the same granting schedules as described above.

  72. Equity Grant Practices

    | 50 | GE HEALTHCARE 2024 PROXY STATEMENT |

  73. 2023 Target Pay Mix

    | | Base Salary | | Annual Bonus | | Annual LTI(1) |

  74. 2023 Pay Decisions

    2023 Pay Decisions •Salary. Mr. Arduini’s salary was set at $1,250,000 and remained unchanged in 2023. •Bonus. Mr. Arduini’s bonus target was increased from 125% to 150% of base salary in 2023 based on the terms of his amended offer letter approved by the MDCC in 2022. Mr. Arduini’s 2023 actual bonus was $2,460,938, as described beginning on page 45 under “Annual Bonus Plan.” •Annual Equity Awards. Mr. Arduini’s annual LTI target for 2023 was $11,875,000. In 2023, his annual LTI was granted in the form of approximately 50% PSUs, eligible for vesting in 2025 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. •Founders Grant. The Compensation Committee approved Mr. Arduini’s Founders Grant with a target value of $6,000,000, awarded in the form of 75% Options and 25% RSUs, eligible for vesting over a three-year period, with 50% vesting on each of the second and third anniversary of the grant date, subject to his continued employment through each vesting date.

  75. 2023 Target Pay Mix

    | | Base Salary | | Annual Bonus | | Annual LTI(1) |

  76. 2023 Pay Decisions

    2023 Pay Decisions •Date of Hire. Mr. Saccaro joined GE HealthCare on June 1, 2023. •Salary. Mr. Saccaro’s salary was set at $875,000 in 2023 and prorated for his time in the role. •Bonus. Mr. Saccaro’s bonus target was set at 100% of base salary in 2023. Mr. Saccaro’s 2023 actual bonus was $641,267, as described beginning on page 45 under “Annual Bonus Plan.” •Annual Equity Awards. Mr. Saccaro’s annual LTI target for 2023 was $3,800,000. In 2023, his annual LTI was granted in the form of approximately 50% PSUs, eligible for vesting in 2025 subject to meeting performance goals, and 25% Options and 25% RSUs, each eligible for vesting in three substantially equal installments on September 1, 2024, September 1, 2025, and September 1, 2026, in each case subject to continued employment through each vesting date. •Founders Grant. The Compensation Committee approved Mr. Saccaro’s Founders Grant at a target value of $1,900,000, awarded in the form of 75% Options and 25% RSUs, eligible for vesting over a three-year period, with 50% vesting on February 1, 2025 and 50% on February 1, 2026, subject to his continued employment through each vesting date. •Sign-on Awards. In connection with his hire on June 1, 2023, Mr. Saccaro received a cash sign-on bonus of $350,000, and the Compensation Committee approved a new-hire equity award in the form of RSUs with a target value of $3,500,000 in recognition of the value of long-term incentives he forfeited from his former employer, with 50% vesting on each of the first and second anniversary of the grant date, subject to his continued employment through each vesting date.

  77. 2023 Pay Decisions

    | | Base Salary | | Annual Bonus | | Annual LTI(1) |

  78. 2023 Pay Decisions

    2023 Pay Decisions •Date of Hire. Mr. Kass-Hout joined GE HealthCare on January 3, 2023. •Salary. Mr. Kass-Hout’s salary was set at $900,000 in 2023 and prorated for his time in the role. •Bonus. Mr. Kass-Hout’s bonus target was set at 100% of base salary in 2023. Mr. Kass-Hout’s 2023 actual bonus was $1,174,777, as described beginning on page 45 under “Annual Bonus Plan.” •Annual Equity Awards. Mr. Kass-Hout’s annual LTI target for 2023 was $3,700,000. In 2023, his annual LTI was granted in the form of approximately 50% PSUs, eligible for vesting in 2025 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. •Founders Grant. The Compensation Committee approved Mr. Kass-Hout’s Founders Grant at a target value of $1,850,000, awarded in the form of 75% Options and 25% RSUs, eligible for vesting over a three-year period, with 50% vesting on each of the second and third anniversary of the grant date, subject to his continued employment through each vesting date. •Sign-on Awards. In connection with his hire on January 3, 2023, Mr. Kass-Hout received a cash sign-on bonus of $2,500,000, and the Compensation Committee approved a new-hire equity award in the form of RSUs with a target value of $3,500,000 in recognition of the value of long-term incentives he forfeited from his former employer, with 50% vesting on each of the first and second anniversary of the grant date, subject to his continued employment through each vesting date.

  79. 2023 Pay Decisions

    | | Base Salary | | Annual Bonus | | Annual LTI(1) |

  80. 2023 Pay Decisions

    2023 Pay Decisions •Salary. Mr. Jimenez’s salary was increased from $850,000 to $875,000, effective January 1, 2023, in accordance with the terms of his offer letter when he joined GE in 2022. •Bonus. Mr. Jimenez’s bonus target was set at 100% of base salary in 2023. Mr. Jimenez’s 2023 actual bonus was $1,093,750, as described beginning on page 45 under “Annual Bonus Plan.” •Annual Equity Awards. Mr. Jimenez’s annual LTI target for 2023 was $3,500,000. In 2023, his annual LTI was granted in the form of approximately 50% PSUs, eligible for vesting in 2025 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. •Founders Grant. The Compensation Committee approved Mr. Jimenez’s Founders Grant at a target value of $1,750,000, awarded in the form of 75% Options and 25% RSUs, eligible for vesting over a three-year period, with 50% vesting on each of the second and third anniversary of the grant date, subject to his continued employment through each vesting date.

  81. 2023 Pay Decisions

    | | Base Salary | | Annual Bonus | | Annual LTI(1) |

  82. 2023 Pay Decisions

    2023 Pay Decisions •Salary. Mr. Makela’s salary was increased from $622,000 to $659,320(1), effective February 1, 2023, based on market-based benchmarking data, performance, role, and responsibilities. •Bonus. Mr. Makela’s bonus target was set at 100% of base salary in 2023. Mr. Makela’s 2023 actual bonus was $718,659, as described beginning on page 45 under “Annual Bonus Plan.” •Annual Equity Awards. Mr. Makela’s annual LTI target for 2023 was $2,750,000. In 2023, his annual LTI was granted in the form of approximately 50% PSUs, eligible for vesting in 2025 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. •Founders Grant. The Compensation Committee approved Mr. Makela’s Founders Grant at a target value of $1,375,000, awarded in the form of 75% Options and 25% RSUs, eligible for vesting over a three-year period, with 50% vesting on each of the second and third anniversary of the grant date, subject to his continued employment through each vesting date. (1)Mr. Makela’s base salary was paid in British pounds and converted for purposes of this presentation at an exchange rate of $1.2440 per £1.00, the 2023 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.

  83. 2023 Pay Decisions

    | Helmut Zodl Former Chief Financial Officer | | | | 2023 Performance Highlights Effective June 1, 2023, Mr. Zodl transitioned from Chief Financial Officer to our Global Vice President, Special Projects and TSA Separation. After successful completion of certain transition services in connection with our Spin-Off, the Global Vice President, Special Projects and TSA Separation role was eliminated and Mr. Zodl’s employment was terminated without cause on August 31, 2023. See “Termination Payments and Potential Termination Payments” beginning on page 70 for information on Mr. Zodl’s forfeiture of equity awards and separation benefits Mr. Zodl received under the terms of the Executive Severance Plan. Individual performance highlights during 2023 included: •Productive engagement with investors and key stakeholders in year one following the Spin-Off. •Established and oversaw the initial operating plan, core financial processes, and management systems for the Company. •Successful execution in planning, monitoring, and reporting financial results through mid- year in 2023. •Successful completion of certain transition services in connection with our Spin-Off. |

  84. 2023 Pay Decisions

    | | Base Salary | | Annual Bonus | | Annual LTI(1) |

  85. 2023 Pay Decisions

    2023 Pay Decisions •Salary. Mr. Zodl’s salary was set at $750,000 in 2023. •Bonus. Mr. Zodl’s bonus target was set at 100% of base salary in 2023. Mr. Zodl’s 2023 actual bonus was $624,144, as described beginning on page 45 under “Annual Bonus Plan.” •Annual Equity Awards. Mr. Zodl’s annual LTI target for 2023 had a grant date fair value of $3,000,000. In 2023, his annual LTI was granted in the form of approximately 50% PSUs, eligible for vesting in 2025 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. •Founders Grant. The Compensation Committee approved Mr. Zodl’s Founders Grant at a target value of $1,500,000, awarded in the form of 75% Options and 25% RSUs, eligible for vesting over a three-year period, with 50% vesting on each of the second and third anniversary of the grant date, subject to his continued employment through each vesting date.

  86. Employment Arrangements

    Employment Arrangements Offer Letters for Recently Hired NEOs. In hiring new executive talent from outside GE HealthCare, we have extended offer letters. In 2023, we extended offer letters to Messrs. Saccaro and Kass-Hout in connection with the commencement of their employment. Pursuant to Mr. Saccaro’s offer letter, his annual compensation package consists of an annual salary of $875,000, an annual bonus target of 100% of his salary, and a target annual award under the LTI Program of $3.8 million beginning with the annual 2023 grant (awarded in the form of 50% PSUs, 25% Options, and 25% RSUs). The offer letter also provides for a one-time Founders Grant of $1.9 million (awarded in the form of 75% Options and 25% RSUs), a one-time make-whole RSU award of $3.5 million in recognition of the value of long-term incentives he forfeited from his former employer with 50% vesting on each of the first and second anniversary of the grant date, and a one-time cash sign-on award of $350,000. Pursuant to Mr. Kass-Hout’s offer letter, his annual compensation package consists of an annual salary of $900,000, an annual bonus target of 100% of his salary, and a target annual award under the LTI Program of $3.7 million beginning with the annual 2023 grant (awarded in the form of 50% PSUs, 25% Options, and 25% RSUs). The offer letter also provides for a one-time Founders Grant of $1.85 million (awarded in the form of 75% Options and 25% RSUs), a one-time make-whole RSU award of $3.5 million in recognition of the value of long-term incentives he forfeited from his former employer with 50% vesting on each of the first and second anniversary of the grant date, and a one-time cash sign-on award of $2.5 million. In connection with both executive offers, the Compensation Committee concluded that to attract top executive talent, one-time make-whole equity awards were appropriate in consideration of the value of equity forfeited at a prior employer. With regard to the one-time cash awards, the amounts Messrs. Saccaro and Kass-Hout received are repayable in full if they voluntarily leave or are terminated for cause, within the one- and two-year anniversaries of their start dates, respectively. Employment Agreement with Mr. Makela. Mr. Makela has an employment agreement. Consistent with local law, the terms of the employment agreement provide for a base salary of £530,000 per year with a target annual bonus equal to 100% of base salary, certain pension benefits described below, an annual equity grant (which may consist of Options, RSUs, PSUs, or a combination thereof without specifying the targets or amounts or value), an executive medical program, a monthly car allowance, and flexible benefits and holidays provided to U.K. employees. The terms of Mr. Makela’s employment agreement do not otherwise affect the nature and amount of compensation and benefits Mr. Makela could potentially receive upon a future termination beyond benefits generally provided to salaried employees employed by GE HealthCare in the U.K.

  87. Severance and Change in Control Arrangements

    Severance and Change in Control Arrangements GE HealthCare US Severance and Change in Control Plan for CEO and Leadership Team. In order to standardize the severance payments available to our Executives, in March 2023 the Compensation Committee adopted the GE HealthCare US Severance and Change in Control Plan for CEO and Leadership Team (“Executive Severance Plan”). All of the NEOs, other than Mr. Makela who is not eligible under the Executive Severance Plan as he is not working in the U.S., participate in the Executive Severance Plan. 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. 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 Leadership Team members.

  88. Severance and Change in Control Arrangements

    | GE HEALTHCARE 2024 PROXY STATEMENT | 57 |

  89. Severance and Change in Control Arrangements

    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 Leadership Team members, the lump sum cash severance benefit is equal to 24 months of base salary, plus two times the Leadership Team members’ 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. The 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.

  90. 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. Arduini, Saccaro, Kass-Hout, and Jimenez were not NEOs for fiscal 2021 and Messrs. Saccaro and Kass-Hout were not NEOs for fiscal 2022. 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 during the fiscal years presented below 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, 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 in 2023 as they were granted post-Spin-Off.

  91. Summary Compensation Table

    | Name & Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2)(3) ($) | Stock Options(4) ($) | Non-Equity Incentive Plan Compensation(5) ($) | Change In Pension Value(6) ($) | All Other Compensation(7) ($) | Total ($) | | Peter J. Arduini | | | | | | | | | | | President and CEO | 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 | 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 | 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 | 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 | | Jan Makela | | | | | | | | | | | CEO, Imaging | 2023 | 656,210(8) | 0 | 2,565,096 | 1,718,728 | 718,659(8) | 0 | 192,105(8) | 5,850,798 | | | 2022 | 618,561 | 0 | 1,853,999 | 0 | 321,652 | 0 | 181,856 | 2,976,068 | | | 2021 | 688,188 | 666,166 | 2,729,463 | 1,875,000 | 0 | 774,038 | 16,517 | 6,749,372 | | Helmut Zodl | | | | | | | | | | | Former CFO | 2023 | 514,696 | 0 | 2,798,262 | 1,874,980 | 624,144 | 0 | 1,616,284 | 7,428,366 | | | 2022 | 750,000 | 0 | 1,483,209 | 0 | 491,625 | 0 | 97,301 | 2,822,135 | | | 2021 | 687,500 | 1,812,500 | 3,150,427 | 0 | 0 | 0 | 169,881 | 5,820,308 |

  92. Summary Compensation Table

    (1)For Mr. Saccaro and Mr. Kass-Hout, the amounts reflect one-time cash sign-on bonuses of $350,000 and $2,500,000, respectively, pursuant to their offer letters. (2)Represents the aggregate grant date fair value of PSU and RSU awards pursuant to FASB ASC Topic 718, Compensation – Stock Awards. 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 2023, RSU awards include annual RSUs awarded pursuant to the 2023 LTI Program, one-time new-hire RSU awards for Messrs. Saccaro and Kass-Hout in connection with their hires, and one-time Founders Grants that each NEO received in connection with the Spin-Off, partially in the form of RSUs. For 2023, PSU awards include annual PSUs awarded pursuant to the 2023 LTI Program and the 2023 tranche of Mr. Arduini’s 2022 New-Hire PSU award granted by GE in 2022 prior to our Spin-Off. The aggregate grant date fair value of the PSU awards 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 2023 awards assuming maximum performance would be as follows: Mr. Arduini ($13,247,126 for his 2023 PSUs and $2,420,430 for the 2023 tranche of Mr. Arduini’s 2022 New-Hire PSU award), Mr. Saccaro ($4,305,134), Mr. Kass-Hout ($4,127,473), Mr. Jimenez ($3,904,366), Mr. Makela ($3,067,717), and Mr. Zodl ($3,346,600). For information on the assumptions used in valuing a particular year’s grant, see Note 16 on Share-Based Compensation in our 2023 Form 10-K.

  93. Summary Compensation Table

    | 60 | GE HEALTHCARE 2024 PROXY STATEMENT |

  94. Summary Compensation Table

    (3)The following table discloses the grant date fair value of each award granted in 2023 to the applicable NEO:

  95. Summary Compensation Table

    | | 2023 Annual RSUs ($) | 2023 Annual PSUs(a) ($) | One-Time New-Hire PSUs(b) ($) | One-Time New-Hire RSUs ($) | One-Time Founders Grant RSUs ($) | Total 2023 Annual RSUs and PSUs(c) ($) | Total ($) | | Arduini | 2,968,703 | 6,623,563 | 1,613,620 | | 1,499,964 | 11,205,886 | 12,705,850 | | Saccaro | 949,977 | 2,152,567 | | 3,499,987 | 474,989 | 3,102,544 | 7,077,520 | | Kass-Hout | 924,985 | 2,063,737 | | 3,499,930 | 462,486 | 2,988,722 | 6,951,138 | | Jimenez | 874,986 | 1,952,183 | | | 437,492 | 2,827,169 | 3,264,661 | | Makela | 687,489 | 1,533,858 | | | 343,749 | 2,221,347 | 2,565,096 | | Zodl | 749,988 | 1,673,300 | | | 374,974 | 2,423,288 | 2,798,262 |

  96. Summary Compensation Table

    (a)The 2023 annual PSUs are measured on the grant date using a Monte Carlo simulation model with the following assumptions:

  97. Summary Compensation Table

    | Assumptions | 2023 Annual PSUs for all NEOs excluding Mr. Saccaro | 2023 Annual PSUs for Mr. Saccaro | | Risk-Free Rate | 4.58% | 4.04% | | Volatility | 26.73% | 25.30% | | Expected Term (in years) | 2.83 | 2.58 | | Dividend Yield | 0.00% | 0.00% |

  98. Summary Compensation Table

    (b) The 2023 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.

  99. Summary Compensation Table

    | Assumptions | One-Time New-Hire PSUs | | Volatility | 28.86% | | Expected Term (in years) | 1.00 | | Dividend Yield | 0.00% | | Discount Factor | 6.59% |

  100. Summary Compensation Table

    (c) For Mr. Arduini, 2023 PSUs include his 2023 annual award ($6,623,563) and 2023 tranche of his 2022 New-Hire PSUs ($1,613,620) granted by GE in 2022 prior to our Spin-Off. (4)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. For information on the assumptions used in valuing a particular year’s grant, see the Note 16 on Share-Based Compensation in our 2023 Form 10-K. The following table discloses the grant date fair value of each award granted in 2023 to the applicable NEO:

  101. Summary Compensation Table

    | | 2023 Annual Options(a) ($) | One-Time Founders Grant Stock Options(a) ($) | Total ($) | | Arduini | 2,968,738 | 4,499,998 | 7,468,736 | | Saccaro | 949,982 | 1,424,988 | 2,374,970 | | Kass-Hout | 924,974 | 1,387,480 | 2,312,454 | | Jimenez | 874,989 | 1,312,490 | 2,187,479 | | Makela | 687,489 | 1,031,239 | 1,718,728 | | Zodl | 749,998 | 1,124,982 | 1,874,980 |

  102. Summary Compensation Table

    (a)Key assumptions used in the Black-Scholes valuation for the 2023 Annual Options and One-Time Founders Grant Stock Options, as well as the strike prices, are as follows:

  103. Summary Compensation Table

    | | 2023 Annual Options for all NEOs excluding Mr. Saccaro | 2023 Annual Options for Mr. Saccaro | One-Time Founders Grant Options for all NEOs excluding Mr. Saccaro | One-Time Founders Grant Options for Mr. Saccaro | | Risk-Free Rate | 4.12% | 3.60% | 3.38% | 3.60% | | Volatility | 26.29% | 25.57% | 26.53% | 25.59% | | Expected Term (in years) | 6.25 | 6.13 | 6.25 | 6.08 | | Dividend Yield | 0.00% | 0.15% | 0.00% | 0.15% | | Strike Price | $75.30 | $79.83 | $70.01 | $79.83 |

  104. Summary Compensation Table

    (5)Amounts earned under the Bonus Plan. See the “Grants of Plan-Based Awards Table” on beginning on page 63 for additional information on the Bonus Plan. (6)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 2023, there was a net increase in pension value for Mr. Arduini ($46,043) due to the decrease in the discount rate in the US Pension Plan. For Mr. Makela, there was a net decrease in pension value of $187,718, based on a $195,255 decrease due to the increase in the discount rate in the UK Pension Plan and a $7,537 increase due to a change in currency conversion. 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 68 for additional information on these benefits.

  105. Summary Compensation Table

    | GE HEALTHCARE 2024 PROXY STATEMENT | 61 |

  106. Summary Compensation Table

    (7)GE HealthCare provides its executives with other benefits that it believes are market-competitive and contribute to attraction and retention of top talent. The costs of these benefits for 2023, minus any reimbursements by the NEOs, are shown in the table below:

  107. Summary Compensation Table

    | Name | Company Contributions to Retirement Savings Plan(a) ($) | Company Credits to Restoration Plan(b) ($) | Financial and Tax Planning(c) ($) | Relocation Benefits(d) ($) | Relocation Tax Benefits(e) ($) | Travel ($)(f) | Severance ($)(g) | Other(h) ($) | Total ($) | | Arduini | 23,100 | 95,292 | | 352,907 | 58,065 | 54,010 | | | 583,374 | | Saccaro | 23,100 | 11,419 | | | | | | | 34,519 | | Kass-Hout | 16,224 | 38,250 | 2,700 | | | | | | 57,174 | | Jimenez | 23,100 | 53,961 | 12,904 | 1,748 | 925 | | | | 92,638 | | Makela | | | | | | | | 192,105(8) | 192,105 | | Zodl | 23,100 | 30,136 | 11,161 | | | 51,887 | 1,500,000 | | 1,616,284 |

  108. Summary Compensation Table

    (a)Represents Company contributions for the 2023 plan year under the GE HealthCare Retirement Savings Plan (“RSP”). For Messrs. Arduini, Saccaro, Kass-Hout, Jimenez, and Zodl, represents matching contributions equaling up to 4% of eligible pay, and automatic contributions equaling 3% of eligible pay, up to the caps imposed under IRS rules. Mr. Makela is based outside the United States and is not eligible to participate in the RSP. Contributions to the RSP for the 2023 plan year were made in 2023 and in January 2024. Upon his termination of employment, Mr. Zodl will forfeit Company contributions in his RSP account as provided under the administrative rules of the RSP. (b)Represents credits for the 2023 plan year under the Restoration Plan. For Messrs. Arduini, Saccaro, Kass-Hout, Jimenez, and Zodl, represents credits of 7% of annual earnings (including base salary and up to one-half of eligible bonus payments) in excess of $330,000, the IRS-prescribed compensation limit for 2023. Mr. Makela is based outside the United States and is not eligible to participate in the Restoration Plan. Credits to the Restoration Plan for the 2023 plan year were made in 2024. Upon his termination of employment, Mr. Zodl forfeited his Restoration Plan account balance. (c)Includes expenses for the use of advisors for financial, estate, and tax preparation and planning, and investment analysis and advice. (d)Expenses for relocation are provided under a Company program and consistent with the terms of the NEOs’ offer letters. Costs shown for Mr. Arduini include movement of household goods ($48,167), sale of departure home ($276,633), lump sum and miscellaneous allowances ($27,712), and other moving costs ($395). Costs shown for Mr. Jimenez include movement of household goods. (e)Includes tax gross-ups and equalization benefits provided in connection with relocation benefits. (f)For Mr. Arduini, this column represents the amount of his annual travel allowance for 2023 used during the year. In 2023, the Compensation Committee approved an annual travel allowance for Mr. Arduini of up to $175,000. In 2023, the Compensation Committee also approved certain travel expenses for Mr. Zodl as reflected in the column. (g)For Mr. Zodl, this column includes the lump sum severance benefit payable under the Executive Severance Plan. See “Termination Payments and Potential Termination Payments” beginning on page 70 for additional information on benefits payable to Mr. Zodl under the Executive Severance Plan and the equity and benefits he forfeited upon his termination of employment. (h)For Mr. Makela, this column includes a monthly car allowance payable under the terms of his employment agreement ($14,928) and Company contributions of 27% of base salary ($177,177) paid to Mr. Makela as a monthly cash payment under the terms of the GE HealthCare Pension Saver Plan (“UK Pension Saver Plan”), which allows participants to elect to have this Company contribution paid as a monthly cash payment or paid into the UK Pension Saver Plan. For 2022 and 2023, Mr. Makela elected to have 100% of the Company contribution paid in cash. Our 2023 proxy statement inadvertently excluded 2022 UK Pension Saver Plan Company contributions of $167,011 paid to Mr. Makela, which is included for 2022 in the Summary Compensation Table. (8) For Mr. Makela, all cash amounts were paid in British pounds and converted for purposes of this presentation at an exchange rate of $1.2440 per £1.00, the 2023 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.

  109. Summary Compensation Table

    | 62 | GE HEALTHCARE 2024 PROXY STATEMENT |

  110. 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 by GE HealthCare to our NEOs in 2023. Please refer to “Annual Bonus Plan” beginning on page 45 for a description of the Company’s Bonus Plan and “Long-Term Incentive Program” beginning on page 47 for more information on each of the award types.

  111. 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 | Award Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Arduini | | | | | | | | | | | | | | | Annual Bonus | | 937,500 | 1,875,000 | 3,750,000 | | | | | | | | | | 2/23/2022 | New-Hire PSUs(7) | | | | 12,226 | 24,452 | 36,678 | | | | 1,613,620 | | | 2/1/2023 | Founders Options | | | | | | | | 188,127 | 70.01 | 4,499,998 | | | 2/1/2023 | Founders RSUs | | | | | | | 21,425 | | | 1,499,964 | | | 3/1/2023 | Annual Options | | | | | | | | 109,994 | 75.30 | 2,968,738 | | | 3/1/2023 | Annual RSUs | | | | | | | 39,425 | | | 2,968,703 | | | 3/1/2023 | Annual PSUs | | | | 39,426 | 78,851 | 157,702 | | | | 6,623,563 | | Saccaro | | | | | | | | | | | | | | | Annual Bonus | | 256,507 | 513,014 | 1,026,028 | | | | | | | | | | 6/1/2023 | New-Hire RSUs | | | | | | | 43,843 | | | 3,499,987 | | | 6/1/2023 | Founders Options | | | | | | | | 54,472 | 79.83 | 1,424,988 | | | 6/1/2023 | Founders RSUs | | | | | | | 5,950 | | | 474,989 | | | 6/1/2023 | Annual Options | | | | | | | | 36,176 | 79.83 | 949,982 | | | 6/1/2023 | Annual RSUs | | | | | | | 11,900 | | | 949,977 | | | 6/1/2023 | Annual PSUs | | | | 11,900 | 23,800 | 47,600 | | | | 2,152,567 | | Kass-Hout | | | | | | | | | | | | | | | Annual Bonus | | 447,534 | 895,068 | 1,790,136 | | | | | | | | | | 2/2/2023 | New-Hire RSUs | | | | | | | 49,539 | | | 3,499,930 | | | 2/1/2023 | Founders Options | | | | | | | | 58,005 | 70.01 | 1,387,480 | | | 2/1/2023 | Founders RSUs | | | | | | | 6,606 | | | 462,486 | | | 3/1/2023 | Annual Options | | | | | | | | 34,271 | 75.30 | 924,974 | | | 3/1/2023 | Annual RSUs | | | | | | | 12,284 | | | 924,985 | | | 3/1/2023 | Annual PSUs | | | | 12,284 | 24,568 | 49,136 | | | | 2,063,737 | | Jimenez | | | | | | | | | | | | | | | Annual Bonus | | 437,500 | 875,000 | 1,750,000 | | | | | | | | | | 2/1/2023 | Founders Options | | | | | | | | 54,870 | 70.01 | 1,312,490 | | | 2/1/2023 | Founders RSUs | | | | | | | 6,249 | | | 437,492 | | | 3/1/2023 | Annual Options | | | | | | | | 32,419 | 75.30 | 874,989 | | | 3/1/2023 | Annual RSUs | | | | | | | 11,620 | | | 874,986 | | | 3/1/2023 | Annual PSUs | | | | 11,620 | 23,240 | 46,480 | | | | 1,952,183 | | Makela | | | | | | | | | | | | | | | Annual Bonus | | 329,660 | 659,320 | 1,318,640 | | | | | | | | | | 2/1/2023 | Founders Options | | | | | | | | 43,112 | 70.01 | 1,031,239 | | | 2/1/2023 | Founders RSUs | | | | | | | 4,910 | | | 343,749 | | | 3/1/2023 | Annual Options | | | | | | | | 25,472 | 75.30 | 687,489 | | | 3/1/2023 | Annual RSUs | | | | | | | 9,130 | | | 687,489 | | | 3/1/2023 | Annual PSUs | | | | 9,130 | 18,260 | 36,520 | | | | 1,533,858 | | Zodl | | | | | | | | | | | | | | | Annual Bonus | | 249,658 | 499,315 | 998,630 | | | | | | | | | | 2/1/2023 | Founders Options | | | | | | | | 47,031 | 70.01 | 1,124,982 | | | 2/1/2023 | Founders RSUs | | | | | | | 5,356 | | | 374,974 | | | 3/1/2023 | Annual Options | | | | | | | | 27,788 | 75.30 | 749,998 | | | 3/1/2023 | Annual RSUs | | | | | | | 9,960 | | | 749,988 | | | 3/1/2023 | Annual PSUs | | | | 9,960 | 19,920 | 39,840 | | | | 1,673,300 |

  112. Grants of Plan-Based Awards Table

    | GE HEALTHCARE 2024 PROXY STATEMENT | 63 |

  113. Grants of Plan-Based Awards Table

    (1)Represents the potential payouts for each NEO for 2023 under the Bonus Plan, which is our annual incentive program designed to reward achievement of annual performance goals. Target bonus amounts for Messrs. Saccaro, Kass-Hout, and Zodl reflect the pro-rated target amounts for the time spent in their role in 2023; threshold and maximum amounts are based off of their pro-rated targets. The actual Bonus Plan payouts for our NEOs for 2023 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 45. (2)Represents the potential number of PSUs that could be earned at the end of the three-year performance period from annual PSU awards granted on March 1, 2023 to all NEOs other than Mr. Saccaro and on June 1, 2023 to Mr. Saccaro in connection with his hire, and from the 2023 tranche of Mr. Arduini’s 2022 New-Hire PSU award 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 “2023 PSUs” on page 48 for 2023 annual PSU awards and under “Other LTI Awards” on page 49 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 2023 annual PSU awards 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. In connection with the Spin-Off, all NEOs received a one-time Founders Grant, partially in the form of RSUs. Messrs. Saccaro and Kass-Hout also received one-time new-hire RSU awards under the terms of their offer letters. (4)Represents the number of Options granted under the LTI Program. In connection with the Spin-Off, all NEOs received a one-time Founders Grant, partially in the form of Options. (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 2023 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 but exclude the effect of estimated forfeitures. (7)Mr. Arduini’s 2022 New-Hire PSU award represents the 2023 tranche of the award granted by GE in 2022 prior to our Spin-Off. Under the applicable accounting principles, such awards are treated as granted in the year that the applicable performance criteria are established.

  114. Grants of Plan-Based Awards Table

    | 64 | GE HEALTHCARE 2024 PROXY STATEMENT |

  115. 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, 2023. 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).

  116. 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 | | | | | | | 24,452 | 1,890,629 | 100% in 2025 subject to performance | | | 3/1/2022 | 0 | 89,023 | 65.39 | 3/1/2032 | | | | | 50% in 2024 and 2025 | | | 3/1/2022 | | | | | 20,395 | 1,576,941 | | | 50% in 2024 and 2025 | | | 2/1/2023 | 0 | 188,127 | 70.01 | 2/1/2033 | | | | | 50% in 2025 and 2026 | | | 2/1/2023 | | | | | 21,425 | 1,656,581 | | | 50% in 2025 and 2026 | | | 3/1/2023 | 0 | 109,994 | 75.30 | 3/1/2033 | | | | | 33% in 2024, 33% in 2025, and 34% in 2026 | | | 3/1/2023 | | | | | 39,425 | 3,048,341 | | | 33% in 2024, 33% in 2025, and 34% in 2026 | | | 3/1/2023 | | | | | | | 39,426 | 3,048,380 | 100% in 2026 subject to performance | | Saccaro | | | | | | | | | | | | | 6/1/2023 | 0 | 54,472 | 79.83 | 6/1/2033 | | | | | 50% in 2025 and 2026 | | | 6/1/2023 | 0 | 36,176 | 79.83 | 6/1/2033 | | | | | 33% in 2024, 33% in 2025, and 34% in 2026 | | | 6/1/2023 | | | | | 43,843 | 3,389,941 | | | 50% in 2024 and 2025 | | | 6/1/2023 | | | | | 5,950 | 460,054 | | | 50% in 2025 and 2026 | | | 6/1/2023 | | | | | 11,900 | 920,108 | | | 33% in 2024, 33% in 2025, and 34% in 2026 | | | 6/1/2023 | | | | | | | 11,900 | 920,108 | 100% in 2026 subject to performance | | Kass-Hout | | | | | | | | | | | | | 2/1/2023 | 0 | 58,005 | 70.01 | 2/1/2033 | | | | | 50% in 2025 and 2026 | | | 2/1/2023 | | | | | 6,606 | 510,776 | | | 50% in 2025 and 2026 | | | 2/2/2023 | | | | | 49,539 | 3,830,355 | | | 50% in 2024 and 2025 | | | 3/1/2023 | 0 | 34,271 | 75.30 | 3/1/2033 | | | | | 33% in 2024, 33% in 2025, and 34% in 2026 | | | 3/1/2023 | | | | | 12,284 | 949,799 | | | 33% in 2024, 33% in 2025, and 34% in 2026 | | | 3/1/2023 | | | | | | | 12,284 | 949,799 | 100% in 2026 subject to performance | | Jimenez | | | | | | | | | | | | | 3/1/2022 | | | | | 36,421 | 2,816,072 | | | 50% in 2024 and 2025 | | | 3/1/2022 | | | | | 21,853 | 1,689,674 | | | 50% in 2024 and 2025 | | | 2/1/2023 | 0 | 54,870 | 70.01 | 2/1/2033 | | | | | 50% in 2025 and 2026 | | | 2/1/2023 | | | | | 6,249 | 483,173 | | | 50% in 2025 and 2026 | | | 3/1/2023 | 0 | 32,419 | 75.30 | 3/1/2033 | | | | | 33% in 2024, 33% in 2025, and 34% in 2026 | | | 3/1/2023 | | | | | 11,620 | 898,458 | | | 33% in 2024, 33% in 2025, and 34% in 2026 | | | 3/1/2023 | | | | | | | 11,620 | 898,458 | 100% in 2026 subject to performance |

  117. Outstanding Equity Awards at Fiscal Year-End Table

    | GE HEALTHCARE 2024 PROXY STATEMENT | 65 |

  118. 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) | | Makela | | | | | | | | | | | | | 9/5/2014 | 206 | | 142.15 | 9/5/2024 | | | | | Fully Vested | | | 9/5/2014 | 2,328 | | 142.15 | 9/5/2024 | | | | | Fully Vested | | | 9/11/2015 | 4,408 | | 135.92 | 9/11/2025 | | | | | Fully Vested | | | 9/30/2016 | 7,345 | | 161.30 | 9/30/2026 | | | | | Fully Vested | | | 3/2/2020 | 28,615 | | 63.51 | 3/2/2030 | | | | | Fully Vested | | | 8/3/2020 | | | | | 9,778 | 756,035 | | | 50% in 2024 (50% vested in 2023) | | | 3/1/2021 | | | | | 7,423 | 573,946 | | | 50% in 2024 (50% vested in 2023) | | | 3/1/2021 | | | | | 17,348 | 1,341,347 | | | 100% in 2024 subject to performance | | | 7/1/2021 | 33,095 | 33,096 | 76.37 | 7/1/2031 | | | | | 50% in 2024 (50% vested in 2023) | | | 7/1/2021 | | | | | 4,105 | 317,399 | | | 50% in 2024 (50% vested in 2023) | | | 3/1/2022 | | | | | 14,569 | 1,126,475 | | | 50% in 2024 and 2025 | | | 2/1/2023 | 0 | 43,112 | 70.01 | 2/1/2033 | | | | | 50% in 2025 and 2026 | | | 2/1/2023 | | | | | 4,910 | 379,641 | | | 50% in 2025 and 2026 | | | 3/1/2023 | 0 | 25,472 | 75.30 | 3/1/2033 | | | | | 33% in 2024, 33% in 2025, and 34% in 2026 | | | 3/1/2023 | | | | | 9,130 | 705,932 | | | 33% in 2024, 33% in 2025, and 34% in 2026 | | | 3/1/2023 | | | | | | | 9,130 | 705,932 | 100% in 2026 subject to performance | | Zodl(5) | | | | | | | | | | |

  119. 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 in 2023 as they were granted post-Spin-Off. (2)The market value of RSUs is calculated by multiplying the closing price of GE HealthCare stock as of December 29, 2023 ($77.32) (the last trading day for the year) by the number of shares underlying each award. In 2023, the GE MDCC certified the 2021 PSUs performance at 140%; as a result, Mr. Makela’s 2021 PSU awards are equal to 17,348, and vested on March 1, 2024. Under the terms of the award agreement, Mr. Zodl forfeited his 2021 PSUs in connection with his termination. (3)The market value of PSUs is calculated by multiplying the closing price of GE HealthCare stock as of December 29, 2023 ($77.32) (the last trading day for the year) by the number of shares underlying each award. With respect to the 2022 New-Hire PSUs granted to Mr. Arduini by GE in 2022 prior to our Spin-Off, PSUs granted to Messrs. Arduini, Kass-Hout, Jimenez, and Makela on March 1, 2023, and PSUs granted to Mr. Saccaro on June 1, 2023, this value assumes satisfaction of the threshold-level payout for the awards. Per SEC rules, the 2022 and 2023 tranches of Mr. Arduini’s 2022 New-Hire PSU Award that was granted by GE in 2022 prior to our Spin-Off are captured in the table above. As previously disclosed, the threshold performance metrics for the PSUs granted in 2022 (other than the New-Hire PSUs) were not met, resulting in a 0% payout for such PSUs. For PSUs granted to Mr. Makela on March 1, 2021, this value assumes satisfaction of the maximum-level payout for the awards, representing the achievement of goals delivering significant stockholder returns. For PSUs granted in 2020 subject to vest on March 1, 2023, the threshold performance metrics were not met, resulting in a 0% payout for such PSUs. (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, and Mr. Saccaro’s annual RSUs granted in 2023 will vest in three substantially equal installments on September 1, 2024, September 1, 2025, and September 1, 2026, in each case, subject to the NEO’s continued employment through each such vesting date. Founders Options and RSUs vest 50% on February 1, 2025 and 50% on February 1, 2026, subject to the NEO’s continued employment through each such vesting date. The new-hire RSUs granted to Messrs. Saccaro and Kass-Hout will vest 50% on the first anniversary of the grant date and 50% on the second anniversary of the grant date, subject to their continued employment through each such vesting date. PSUs vest at the end of the 3-year performance period, contingent upon satisfaction of the performance criteria, and subject to the NEO’s continued employment through such vesting date. Annual Options and RSUs granted prior to our Spin-Off generally vest over two or three years. (5)Mr. Zodl had no outstanding equity awards at year end as each such award was forfeited in connection with his termination of employment on August 31, 2023, including the following awards: 2021 RSUs (of which 11,878 shares were granted in March 2021, 17,397 shares were granted in April 2021, and 1,990 shares were granted in June 2021), 2021 PSUs (13,878 shares), 2022 RSUs (11,654 shares), 2023 Founders Grant Options (47,031 shares), 2023 Founders Grant RSUs (5,356 shares), 2023 Options (27,788 shares), 2023 RSUs (9,960 shares), and 2023 PSUs (9,960 shares).

  120. Outstanding Equity Awards at Fiscal Year-End Table

    | 66 | GE HEALTHCARE 2024 PROXY STATEMENT |

  121. 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 during 2023. During the year, none of the NEOs earned any PSUs, and only Mr. Makela exercised Options. Both Mr. Makela and Mr. Zodl had RSUs that vested. Values are shown before payment of any applicable withholding taxes or brokerage commissions.

  122. Option Exercises and Stock Vested Table

    | | Option Awards | | PSUs & RSUs | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Arduini | 0 | 0 | 0 | 0 | | Saccaro | 0 | 0 | 0 | 0 | | Kass-Hout | 0 | 0 | 0 | 0 | | Jimenez | 0 | 0 | 0 | 0 | | Makela | 64,945 | 2,265,223 | 24,547 | 1,877,559 | | Zodl | 0 | 0 | 15,632 | 1,241,026 |

  123. Nonqualified Deferred Compensation Table

    Nonqualified Deferred Compensation Table The table below shows amounts credited to the NEOs’ accounts under GE HealthCare’s nonqualified deferred compensation plans and plan balances as of December 31, 2023.

  124. Nonqualified Deferred Compensation Table

    | | Executive Contributions in 2023(1) ($) | GE HealthCare Credits in 2023(2) ($) | Aggregate Earnings in Last Fiscal Year | Aggregate Withdrawals/ Distributions | Aggregate Balance at Last Fiscal Year-End | | Name | | | GE HealthCare Restoration Plan(3) ($) | Restoration Plan ($) | Restoration Plan ($) | | Arduini | 0 | 95,292 | 8,234 | 0 | 178,496 | | Saccaro | 0 | 11,419 | 0 | 0 | 11,419 | | Kass-Hout | 0 | 38,250 | 0 | 0 | 38,250 | | Jimenez | 0 | 53,961 | 7,109 | 0 | 89,905 | | Makela | 0 | 0 | 0 | 0 | 0 | | Zodl(4) | 0 | 0 | 0 | 0 | 0 |

  125. 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, 2023 and credited to our NEOs’ accounts in the Restoration Plan in January 2024. These amounts are reported as compensation in the Summary Compensation Table above. (3)Aggregate earnings are reported as compensation in the Summary Compensation Table above. (4)Under the terms of the Restoration Plan, Mr. Zodl forfeited his Restoration Plan balance of $126,694, which included a beginning balance of $84,773, aggregate earnings of $11,785, and 2023 GE HealthCare Credits of $30,136 upon his termination on August 31, 2023.

  126. Pension Benefits

    Pension Benefits GE HealthCare provides retirement benefits to certain eligible employees based in the U.S. The GE HealthCare Pension Plan (“US Pension Plan”) is a funded, tax-qualified plan. GE HealthCare maintains the GE HealthCare U.K. Pension Plan (“UK Pension Plan”) for U.K.-based employees, as described below.

  127. Pension Benefits Table

    Pension Benefits Table The table below shows the present value of the accumulated benefit as of December 31, 2023 for the NEOs under the US Pension Plan (Mr. Arduini) and the UK Pension Plan (Mr. Makela), 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 2023.

  128. Pension Benefits Table

    | Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit(1) ($) | | Payment During Last Fiscal Year ($) | | Arduini(2) | 15 | | 534,582 | 0 | | Saccaro | N/A | | N/A | N/A | | Kass-Hout | N/A | | N/A | N/A | | Jimenez | N/A | | N/A | N/A | | Makela(3) | 22 | | 1,163,570 | 0 | | Zodl | N/A | | N/A | N/A |

  129. 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, 2023. 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 US Pension Plan. For Mr. Makela, this is age 60 under the UK 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 US Pension Plan, including the statutory discount rate assumption of 5.19%, 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. Makela, the assumptions are at a discount rate of 5.70% and a postretirement mortality assumption based upon the SAPS S3 tables with future generational improvements in line with the CMI 2021 projection model (with a 1.50% pa improvement trend and a 0.5% initial addition) at December 31, 2023. For Mr. Makela, the present value of accumulated benefit is valued in British pounds and converted for purposes of this presentation at an exchange rate of $1.2440 per £1.00, the 2023 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)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 US Pension Plan, from his prior tenure with GE before future accruals stopped effective January 1, 2021. (3)Mr. Makela’s credited service is limited to 22 years under the UK Pension Plan before future accruals stopped effective January 1, 2022.

  130. Pension Benefits Table

    | GE HEALTHCARE 2024 PROXY STATEMENT | 69 |

  131. Termination Payments and Potential Termination Payments

    Termination Payments and Potential Termination Payments As described in “Severance and Change in Control Arrangements” beginning on page 57, the Executive Severance Plan provides for benefits in the event of certain qualifying terminations of employment. Termination Payment for 2023 Employment Termination of Mr. Zodl. Under the Executive Severance Plan, Mr. Zodl had a qualifying termination and received a lump sum payment of $1,500,000. In addition to the cash payment, under the Executive Severance Plan, Mr. Zodl was eligible for but did not receive benefits continuation and outplacement assistance for 12 months following his termination date. Under the terms of the Bonus Plan, because his role was eliminated Mr. Zodl received a prorated 2023 annual bonus of $624,144 for the period of his 2023 service. Consistent with the terms of the applicable equity award agreements, Mr. Zodl forfeited his outstanding equity awards, including the following: 2021 RSUs (of which 11,878 shares were granted in March 2021, 17,397 shares were granted in April 2021, and 1,990 shares were granted in June 2021), 2021 PSUs (13,878 shares), 2022 RSUs (11,654 shares), 2023 Founders Grant Options (47,031 shares), 2023 Founders Grant RSUs (5,356 shares), 2023 Options (27,788 shares), 2023 RSUs (9,960 shares), and 2023 PSUs (9,960 shares). Pursuant to the Restoration Plan, Mr. Zodl forfeited his 2023 balance of $126,694 and under the terms of the RSP, he will forfeit his balance in his RSP account at the time as provided under the uniform and nondiscriminatory rules of the RSP. 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 other NEO’s employment terminated on December 31, 2023. Since Mr. Zodl’s employment terminated prior to December 31, 2023, he has been excluded from this summary. For this hypothetical calculation, we have used each NEO’s compensation and service levels as December 31, 2023, and, where applicable, GE HealthCare’s closing stock price on December 29, 2023 (the last trading date of the year). 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, 2023. 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 under the RSP.

  132. Termination Payments and Potential Termination Payments

    | 70 | GE HEALTHCARE 2024 PROXY STATEMENT |

  133. Termination Payments and Potential Termination Payments

    | | Upon Death | Upon Disability | Upon Retirement(1) | Transfer of Business to Successor Employer | Upon Involuntary Termination | Upon 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 | | Annual RSU and PSU grants Mr. Kass-Hout’s New-Hire RSUs | 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 are forfeited | Unvested are forfeited | | Annual Option Grants | Options vest and become exercisable immediately; and all vested rights remain exercisable until the Option Expiration Date | Options vest and become exercisable immediately; and all vested rights remain exercisable until the Option Expiration Date | 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 | Options vest and become exercisable immediately, and all vested rights remain exercisable only until the earlier of 90 days or the original Option Expiration Date | Unvested are forfeited, and all vested rights generally remain exercisable only until the earlier of 90 days or the original Option Expiration Date | Unvested are forfeited, and all vested rights generally remain exercisable only until the earlier of 90 days or the original Option Expiration Date | | Founders RSUs Mr. Saccaro’s New-Hire RSUs | Awards vest immediately | Awards vest immediately | Unvested are forfeited | Awards vest immediately | Unvested are forfeited | Unvested are forfeited |

  134. Termination Payments and Potential Termination Payments

    | GE HEALTHCARE 2024 PROXY STATEMENT | 71 |

  135. Termination Payments and Potential Termination Payments

    | | Upon Death | Upon Disability | Upon Retirement(1) | Transfer of Business to Successor Employer | Upon Involuntary Termination | Upon Change in Control | | Founders Options | Options vest and become exercisable immediately, and all vested rights remain exercisable until the Option Expiration Date | Options vest and become exercisable immediately, and all vested rights remain exercisable until the Option Expiration Date | Unvested are forfeited and vested portions 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 rights remain exercisable only until the earlier of 90 days or the original Option Expiration Date | Unvested are forfeited, and all vested rights remain exercisable only until the earlier of 90 days or the original Option Expiration Date | Unvested are forfeited, and all vested rights remain exercisable only until the earlier of 90 days or the original Option Expiration Date | | Mr. Arduini’s New-Hire PSUs | 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 | 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 are forfeited | 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 | 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 |

  136. Termination Payments and Potential Termination Payments

    (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. 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.

  137. Termination Payments and Potential Termination Payments

    | 72 | GE HEALTHCARE 2024 PROXY STATEMENT |

  138. Termination Payments and Potential Termination Payments

    | | | Upon Death | Upon Disability | Upon Retirement(1) | Transfer of Business to Successor Employer | Upon Involuntary Termination | Upon Change in Control | | Arduini | | | | | | | | | | Severance | 0 | 0 | 0 | 0 | 6,250,000 | 9,343,750 | | | Annual Bonus | 1,875,000 | 1,875,000 | 1,875,000 | 0 | 1,875,000 | 1,875,000 | | | RSUs and PSUs | 10,722,042 | 10,722,042 | 9,145,100 | 4,625,282 | 0 | 0 | | | Options | 1,284,232 | 1,284,232 | 222,188 | 1,284,232 | 0 | 0 | | | Founders RSUs | 1,656,581 | 1,656,581 | 0 | 1,656,581 | 0 | 0 | | | Founders Options | 1,375,208 | 1,375,208 | 0 | 1,375,208 | 0 | 0 | | | New-Hire PSUs | 5,671,886 | 5,671,886 | 0 | 5,671,886 | 5,671,886 | 0 | | Saccaro | | | | | | | | | | Severance | 0 | 0 | 0 | 0 | 1,750,000 | 3,500,000 | | | Annual Bonus | 513,014 | 513,014 | N/A | 0 | 513,014 | 513,014 | | | RSUs and PSUs | 2,760,324 | 2,760,324 | N/A | 920,108 | 0 | 0 | | | Options | 0 | 0 | N/A | 0 | 0 | 0 | | | Founders RSUs | 460,054 | 460,054 | N/A | 460,054 | 0 | 0 | | | Founders Options | 0 | 0 | N/A | 0 | 0 | 0 | | | New-Hire PSUs | N/A | N/A | N/A | N/A | N/A | N/A | | Kass-Hout | | | | | | | | | | Severance | 0 | 0 | 0 | 0 | 1,800,000 | 3,600,000 | | | Annual Bonus | 895,068 | 895,068 | N/A | 0 | 895,068 | 895,068 | | | RSUs and PSUs | 2,849,397 | 2,849,397 | N/A | 949,799 | 0 | 0 | | | Options | 69,227 | 69,227 | N/A | 69,227 | 0 | 0 | | | Founders RSUs | 510,776 | 510,776 | N/A | 510,776 | 0 | 0 | | | Founders Options | 424,017 | 424,017 | N/A | 424,017 | 0 | 0 | | | New-Hire PSUs | N/A | N/A | N/A | N/A | N/A | N/A | | 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 | 7,201,121 | 7,201,121 | N/A | 5,404,204 | 0 | 0 | | | Options | 65,486 | 65,486 | N/A | 65,486 | 0 | 0 | | | Founders RSUs | 483,173 | 483,173 | N/A | 483,173 | 0 | 0 | | | Founders Options | 401,100 | 401,100 | N/A | 401,100 | 0 | 0 | | | New-Hire PSUs | N/A | N/A | N/A | N/A | N/A | N/A | | Makela | | | | | | | | | | Severance | 0 | 0 | 0 | 0 | 1,318,640 | 2,637,280 | | | Annual Bonus | 659,320 | 659,320 | 659,320 | 0 | 659,320 | 659,320 | | | RSUs and PSUs | 6,232,997 | 6,232,997 | 2,117,795 | 4,821,134 | 0 | 0 | | | Options | 82,895 | 82,895 | 51,453 | 82,895 | 0 | 0 | | | Founders RSUs | 379,641 | 379,641 | 0 | 379,641 | 0 | 0 | | | Founders Options | 315,149 | 315,149 | 0 | 315,149 | 0 | 0 | | | New-Hire PSUs | N/A | N/A | N/A | N/A | N/A | N/A |

  139. Termination Payments and Potential Termination Payments

    | GE HEALTHCARE 2024 PROXY STATEMENT | 73 |

  140. Termination Payments and Potential Termination Payments

    Pension Benefits. “Pension Benefits” beginning on page 68 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 65, 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, 2023. 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. In the event a disability occurs before retirement, Mr. Arduini could receive an annuity payment of accrued GE HealthCare Pension benefits.

  141. Potential Termination Payments Table (Pension Benefits)

    Potential Termination Payments Table (Pension Benefits)

  142. 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 | 17,627 | 38,610 | 35,610 | N/A | | 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 | | Makela(1) | 105,652 | 44,060 | 88,121 | 88,121 | 70,787 |

  143. Potential Termination Payments Table (Pension Benefits)

    (1)Benefits paid in British pounds and converted for this table at an exchange rate of $1.2440 per £1.00, the 2023 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. Mr. Arduini is not eligible for a lump sum payment. For Mr. Makela, this lump sum amount represents the return of his contributions. Annual Benefits Upon Death. For Messrs. Arduini and Makela, the annual amounts are payable for the life of the surviving spouse under their respective plans. Annual Benefits Upon Disability. For Messrs. Arduini and Makela, the annual amount includes the 50% joint and survivor annuity under their respective plans. Annual Benefits Upon Voluntary Termination. For Messrs. Arduini and Makela, the annual amount includes the 50% joint and survivor annuity payable at age 60 under their respective plans. Annual Benefits Upon Retirement. Mr. Arduini is not eligible to retire. For Mr. Makela, the reduction applied to these benefits assumes he retains “In-Service Deferred” status and therefore covers regular and ill-health pension benefits from the enhanced early retirement terms. 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 increase or decrease in value based on the changes in the value of the NEOs’ earnings option. Therefore, amounts received by NEOs would differ from those shown in the “Nonqualified Deferred Compensation Table” on page 68. 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.

  144. Potential Termination Payments Table (Pension Benefits)

    | 74 | GE HEALTHCARE 2024 PROXY STATEMENT |

  145. 2023 CEO Pay Ratio

    2023 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 $74,733 in total compensation for 2023. The total 2023 compensation for Mr. Arduini as reported in the “Summary Compensation Table” beginning on page 60 was $24,510,947. Based upon total compensation for 2023, the ratio of the annual total compensation of our CEO to the annual total compensation of our Median Employee was calculated to be approximately 328 to 1. How we Identified the Median Employee. 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 2023 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).

  146. 2023 CEO Pay Ratio

    | GE HEALTHCARE 2024 PROXY STATEMENT | 75 |

  147. 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 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.

  148. 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) | | | | 2023 | 24,510,947 | 29,849,747 | 9,126,538 | 8,514,116 | 127.98 | 100.66 | 1,614,000 | 8.0% | | 2022(7) | 10,497,102 | 7,343,420 | 4,705,283(8) | 2,963,509(8) | N/A | N/A | 1,967,000 | 7.3% |

  149. 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. 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 (a) the closing stock price on the applicable reevaluation date was used as the current market price and (b) 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 2023 is shown in the table below:

  150. Pay Versus Performance

    | Compensation Actually Paid | 2023 | | | | PEO ($) | Average Non-PEO ($) | | Summary Compensation Table (SCT) Total | 24,510,947 | 9,126,538 | | Subtract, value of all stock awards and stock options reported in SCT | 20,174,586 | 6,625,058 | | Add, year-end value of all equity awards granted in the fiscal year that were unvested and outstanding at year-end | 19,418,835 | 5,814,408 | | 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 | 6,140,594 | 478,554 | | Add, change in fair value (from prior year-end to vesting date) of prior-year equity awards that vested in fiscal year | 0 | 197,884 | | Subtract, prior year-end value of any equity awards forfeited during the fiscal year | 0 | (478,211) | | Subtract, change in pension value reported in SCT | 46,043 | 0 | | Total Adjustments | 5,338,800 | (612,422) | | Compensation Actually Paid | 29,849,747 | 8,514,116 |

  151. 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: (i) for 2023, Messrs. Saccaro, Kass-Hout, Jimenez, Makela, and Zodl, and (ii) for 2022, Messrs. Zodl, Jimenez, and Makela, and Ms. Larson. (3)Reflects our TSR, assuming dividend reinvestment, from January 4, 2023 through December 31, 2023. (4)The peer group used for this purpose is our Compensation Peer Group. See “Compensation Peer Group” on page 44 for more information. (5)Reflects Net income as reported in each of our Annual Report on Form 10-K for 2022 and the 2023 Form 10-K. Our 2023 proxy statement inadvertently reported Net income attributable to GE HealthCare rather than Net income. (6)Organic revenue for 2023 and 2022 was $19,767 million and $18,341 million, respectively, as reported in the 2023 Form 10-K. For a reconciliation of Organic revenue, see Item 7 in the 2023 Form 10-K. (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. (8)As noted in the Summary Compensation Table, our 2023 proxy statement inadvertently excluded 2022 UK Pension Saver Plan Company contributions of $167,011 paid to Mr. Makela, which has been included for 2022 amounts.

  152. Pay Versus Performance

    | 76 | GE HEALTHCARE 2024 PROXY STATEMENT |

  153. 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 Peer Group TSR, Net income, and Organic revenue growth for fiscal years ended December 31, 2023 and 2022.

  154. Compensation Actually Paid vs. Total Shareholder Return

    Compensation Actually Paid vs. Total Shareholder Return

  155. Compensation Actually Paid vs. Net Income

    Compensation Actually Paid vs. Net Income

  156. Compensation Actually Paid vs. Organic Revenue Growth

    Compensation Actually Paid vs. Organic Revenue Growth

  157. Compensation Actually Paid vs. Organic Revenue Growth

    | GE HEALTHCARE 2024 PROXY STATEMENT | 77 |