DEF 14A of GE Vernova Inc.
Filed Apr 3, 2026 · FY20250001996810-26-000049
Lola F. Lin
| Outstanding Equity Awards at Fiscal Year-End | 63 | | Option Exercises and Stock Vested Table | 66 | | Pension Benefits | 66 | | Deferred Compensation | 68 | | Potential Payments upon Termination or Change in Control | 68 | | Securities Authorized for Issuance Under Equity Compensation Plans | 73 | | Pay Versus Performance | 73 | | CEO Pay Ratio | 76 | | PROPOSAL 3: Ratification of the Appointment of Deloitte & Touche LLP as our Independent Auditor for the Fiscal Year Ending December 31, 2026 | 77 | | Audit Committee Report | 79 | | PROPOSAL 4: Stockholder Proposal Requesting Report Assessing Sustainability Goals on the Basis of Net-Present-Value and Return-on-Investment Calculation | 80 | | Stock Ownership Information | 83 | | Directors and Officers | 83 | | Principal Stockholders | 84 | | Delinquent Section 16(a) Reports | 85 | | Submitting 2027 Stockholder Proposals | 86 | | Voting and Meeting Information | 87 | | Voting Standards and Board Recommendations | 87 | | Meeting Information | 88 | | Voting Information | 88 | | Other Information | 91 | | Forward-Looking Statements | 92 | | Other Business | 93 | | Appendix: Explanation of Non-GAAP Financial Measures and Performance Metrics | 94 |
ACCELERATORS
ACCELERATORS In addition to GE Vernova’s Power, Wind, and Electrification segments, we maintain other businesses and capabilities in our corporate headquarters that support our customers, policy makers, and our businesses. Advanced Research consists of strong, interdisciplinary teams working to solve the power industry’s toughest problems and create differentiated technologies that deliver winning products and services in the marketplace. Our team of researchers at our Advanced Research facilities in Niskayuna, NY and Bangalore, India, partner with governments, our businesses, and external partners to innovate and accelerate the energy transition. Financial Services offers project development and financial solutions to projects utilizing our products and services through a wide range of investing and structuring activities. Consulting Services includes power systems experts focused on solving the world’s toughest technical and economic problems, enabling technology integration, and helping to shape the energy transition. * Non-GAAP financial measure.
ACCELERATORS
| 2026 Proxy Statement | 7 |
ACCELERATORS
| PROXY SUMMARY |
ACCELERATORS
| 1 | | | | | Election of our Class II Directors for a Three-year Term Expiring at our 2029 Annual Meeting | | | | The Board recommends a vote FOR each director nominee. | See page 12 |
ACCELERATORS
Director nominees The Board recommends a vote FOR each Class II director nominee.
ACCELERATORS
| Class II Director Nominees | | | | | | | | Matthew Harris | 65 Director since: 2024 INDEPENDENT Founding Partner, Global Infrastructure Partners Committees: Audit Safety and Sustainability Other Public Boards: None | Martina Hund-Mejean | 65 Director since: 2024 INDEPENDENT Former Chief Financial Officer, MasterCard Inc. Committees: Audit (Chair) Compensation and Human Capital Other Public Boards: Prudential Financial, Inc., Colgate-Palmolive Company | Paula Rosput Reynolds | 69 Director since: 2024 INDEPENDENT President and Chief Executive Officer, PreferWest, LLC Committees: Audit Safety and Sustainability (Chair) Other Public Boards: Linde, National Grid UK (Chair) |
ACCELERATORS
Continuing directors
ACCELERATORS
| Class I Directors whose terms expire in 2028 | | | | | | | | Steve Angel | 70 Director since: 2024 INDEPENDENT, NON-EXECUTIVE CHAIR President and Chief Executive Officer, CSX Corp. Committees: Nominating and Governance Other Public Boards: CSX Corp. | Arnold W. Donald | 71 Director since: 2024 INDEPENDENT Former President and Chief Executive Officer, Carnival Corporation & plc Committees: Compensation and Human Capital (Chair) Nominating and Governance Other Public Boards: Bank of America Corporation, MP Materials Corp., Salesforce, Inc. | Jesus Malave | 57 Director since: 2024 INDEPENDENT Chief Financial Officer, Boeing Committees: Audit Compensation and Human Capital Other Public Boards: None |
ACCELERATORS
| 8 | GE Vernova |
ACCELERATORS
| Class III Directors whose terms expire in 2027 | | | | | | | | Nicholas K. Akins | 65 Director since: 2024 INDEPENDENT Former Executive Chair, American Electric Power Company, Inc. Committees: Nominating and Governance (Chair) Safety and Sustainability Other Public Boards: DTE Energy Company, Fifth Third Bancorp | Kim K.W. Rucker | 59 Director since: 2024 INDEPENDENT Former Executive Vice President, General Counsel and Secretary, Andeavor (formerly Tesoro Corp.) Committees: Audit Compensation and Human Capital Other Public Boards: Celanese Corporation, HP Inc., Marathon Petroleum Corporation | Scott Strazik | 47 Director since: 2024 CHIEF EXECUTIVE OFFICER AND PRESIDENT Chief Executive Officer and President, GE Vernova Committees: None Other Public Boards: None |
ACCELERATORS
Director skills and qualifications
Class II Director Nominees
Class II Director Nominees
Class II Director Nominees
| | | Matthew Harris | 65 Founding Partner, Global Infrastructure Partners Independent | | | | Director Since: April 2024 | | Committees: Audit Safety and Sustainability | | | | Skills | | | | | | | Energy | | | Technology & Innovation | | | Executive Experience | | | Finance & Accounting | | | Sustainability | | | | | Qualifications | | | | | | Mr. Harris has spent his career working in the infrastructure and energy investment industry, including having been a founder of Global Infrastructure Partners, an infrastructure investment firm, where he was involved in that firm’s investment, management, and strategic activities. Those roles included global energy transition and decarbonization investment and capital formation strategy and energy industry investment activities. | | | | | | Experience | | | | | | Founding Partner, Global Infrastructure Partners (GIP), an infrastructure investment firm (Since 2006) Co-Head of the Global Energy Group and Head of the EMEA Emerging Markets Group, Credit Suisse First Boston (1994-2005) Senior member of the Mergers and Acquisitions Group, Kidder Peabody & Co. Incorporated (1984-1994) | | | | | | Current Public Company Boards | | | | | | GE Vernova | | | | | | Past Public Company Boards | | | | | | EnLink Midstream LLC Hess Midstream Partners | | | | | | Other Positions | | | | | | Chairman of the Advisory Board, Columbia University Center for Global Energy Policy Member, Columbia University Climate School Advisory Board Member, UCLA College of Social Sciences Dean’s Advisory Board Director, Pioneer Works Director, World Wildlife Fund | | | | | | Education | | | | | | Bachelor’s degree in political science from University of California at Los Angeles | | | | |
Class II Director Nominees
| | | Martina Hund-Mejean | 65 Former Chief Financial Officer, MasterCard Inc. Independent | | | | Director Since: May 2024 | | Committees: Audit (Chair) Compensation and Human Capital | | | | Skills | | | | | | | Finance & Accounting | | | Executive Experience | | | Risk Management | | | Technology & Innovation | | | Human Capital | | | | | Qualifications | | | | | | Ms. Hund-Mejean has served in senior financial leadership roles for much of her career in large, publicly-traded companies. Those roles also included significant responsibilities for strategy, M&A, business integration, operations, technology, and risk management. She also has extensive experience in leadership roles on public company boards of large financial, consumer and energy companies. | | | | | | Experience | | | | | | Chief Financial Officer, MasterCard Inc., a technology company in the global payments industry (2007 – 2019) Senior Vice President and Treasurer, Tyco International Ltd. (2002 – 2007) Senior Vice President and Treasurer, Lucent Technologies Inc. (2000 – 2002) Held multiple finance positions of increasing responsibility, General Motors Company (1988-2000) | | | | | | Current Public Company Boards | | | | | | GE Vernova Prudential Financial, Inc. Colgate-Palmolive Company | | | | | | Past Public Company Boards | | | | | | Shell PLC | | | | | | Other Positions | | | | | | Current Board trustee and Former Chair, Darden School Foundation Board of Trustees at the University of Virginia Member, Council of Foreign Relations & American Council on Germany Chair, Mastercard Impact Fund | | | | | | Education | | | | | | Master’s degree in economics from University of Freiburg, Germany M.B.A. from the Darden School at The University of Virginia | | | | |
Class II Director Nominees
| 16 | GE Vernova |
Class II Director Nominees (Cont.)
Class II Director Nominees (Cont.)
Class II Director Nominees (Cont.)
| | | Paula Rosput Reynolds | 69 President and Chief Executive Officer, PreferWest, LLC Independent | | | | Director Since: April 2024 | | Committees: Audit Safety and Sustainability (Chair) | | | | Skills | | | | | | | Sustainability | | | Executive Experience | | | Energy | | | Safety | | | Human Capital | | | Risk Management | | | Finance & Accounting | | | | | Qualifications | | | | | | Ms. Reynolds started her career at Pacific Gas & Electric Corp in 1979 and spent over 35 years in the energy industry. We believe Ms. Reynolds is well-qualified to serve on our Board because of her significant leadership experience, energy sector knowledge, and prior experience on other public companies’ boards of directors, including the GE board of directors. | | | | | | Experience | | | | | | President and Chief Executive Officer, PreferWest LLC, a business advisory firm (Since 2009) Vice Chairman and Chief Restructuring Officer, American International Group (2008 – 2009) Chairman, President and CEO, Safeco Insurance Company of America (2005 – 2008) Chairman and CEO, AGL Resources (1998 – 2005) CEO, Duke Energy Power Services (1995 – 1998) | | | | | | Current Public Company Boards | | | | | | GE Vernova Linde plc National Grid plc (Chair) | | | | | | Past Public Company Boards | | | | | | CBRE Group, Inc. Coca-Cola Enterprises BAE Systems plc BP plc Delta Air Lines, Inc. GE TC Energy Corporation (formerly TransCanada Corporation) | | | | | | Other Positions | | | | | | Trustee, the Eureka Foundation | | | | | | Education | | | | | | Bachelor’s degree from Wellesley College | | | | |
Class I Directors
Class I Directors
Class I Directors
| | | Steve Angel | 70 President and Chief Executive Officer, CSX Corp. Independent, Non-Executive Chair | | | | Director Since: April 2024 | | Committees: Nominating and Governance | | | | Skills | | | | | | | Safety | | | Executive Experience | | | Manufacturing & Operations | | | Sustainability | | | Energy | | | Risk Management | | | Human Capital | | | | | Qualifications | | | | | | Mr. Angel has extensive executive, management and operations experience in the energy and industrial industries, including serving as chief executive officer and president of CSX Corp. and having served as chief executive officer of a leading global industrial gases and engineering company. Mr. Angel also has significant public company board experience. | | | | | | Experience | | | | | | Chief Executive Officer and President, CSX Corp. (Nasdaq: CSX), a U.S. freight railroad company (Since September 2025) Chief Executive Officer, Linde plc (Nasdaq: LIN), a leading global industrial gases and engineering company (2018 – March 2022) Chairman, President, and Chief Executive Officer, Praxair, Inc. (2007 – October 2018) President and Chief Operating Officer, Praxair, Inc. (2006 – 2007) Executive Vice President, Praxair, Inc. (2001 – 2006) Variety of management positions, GE (1979 – 2001) | | | | | | Current Public Company Boards | | | | | | CSX Corp. GE Vernova | | | | | | Past Public Company Boards | | | | | | GE Aerospace Linde plc (Chair) Praxair, Inc. (Chair) PPG Industries, Inc. | | | | | | Other Positions | | | | | | Member of the Business Council | | | | | | Education | | | | | | Bachelor’s degree in civil engineering from North Carolina State University M.B.A. from Loyola College | | | | |
Class I Directors
| 2026 Proxy Statement | 17 |
Class I Director (cont’d)
Class I Director (cont’d)
Class I Director (cont’d)
| | | Arnold W. Donald | 71 Former President and Chief Executive Officer, Carnival Corporation & plc Independent | | | | Director Since: April 2024 | | Committees: Compensation and Human Capital (Chair) Nominating and Governance | | | | Skills | | | | | | | Human Capital | | | Risk Management | | | Manufacturing & Operations | | | Executive Experience | | | Safety | | | Finance & Accounting | | Qualifications | | | | | | Mr. Donald has more than three decades of strategic planning, global operations, and risk management experience in regulated, consumer, retail, and distribution businesses, including through his service as President and Chief Executive Officer of one of the world’s largest leisure travel companies with operations worldwide and his extensive experience as a public company director. | | | | | | Experience | | | | | | President and Chief Executive Officer, Carnival Corporation & plc (NYSE: CCL), an American and British cruise operator (July 2013 – August 2022) Chief Executive Officer, Merisant Company (2000 – 2003) Chairman, Merisant Company (2000 – 2005) Various senior leadership positions including Co-President of Agricultural Group and President of Nutrition and Consumer Sector, Monsanto (1977 – 2000) | | | | | | Current Public Company Boards | | | | | | Bank of America Corporation GE Vernova MP Materials Corp. Salesforce, Inc. | | | | | | Past Public Company Boards | | | | | | Carnival Corporation & plc Crown Holdings, Inc. Laclede Group Inc. | | | | | | Other Positions | | | | | | Director, Foster Farms | | | | | | Education | | | | | | Bachelor’s degree in economics from Carleton College Bachelor’s degree in mechanical engineering from Washington University in St. Louis M.B.A. from the University of Chicago Booth School of Business | | | | |
Class I Director (cont’d)
| | | Jesus Malave | 57 Chief Financial Officer, The Boeing Company Independent | | | | Director Since: April 2024 | | Committees: Audit Compensation and Human Capital | | | | Skills | | | | | | | Risk Management | | | Executive Experience | | | Manufacturing & Operations | | | Finance & Accounting | | | Human Capital | | | Technology & Innovation | | | Safety | | | | | Qualifications | | | | | | Mr. Malave has served in senior financial leadership roles for much of his career in large, publicly-traded defense, manufacturing and industrial companies. Those roles have also included significant responsibilities and experience relating to operations and risk management. | | | | | | Experience | | | | | | Chief Financial Officer, The Boeing Company, a global aerospace company (NYSE: BA) (Since August 2025) Chief Financial Officer, Lockheed Martin Corporation, an American defense and aerospace manufacturer (NYSE: LMT) (January 2022 - April 2025) Senior Vice President and Chief Financial Officer, L3Harris Technologies, Inc., an American technology company, defense contractor, and information technology services provider (NYSE: LHX) (June 2019 - January 2022) Vice President and Chief Financial Officer, UTC’s Carrier Corporation, RTX Corporation (formerly United Technologies Corporation (UTC)) (April 2018 - June 2019) Chief Financial Officer, Aerospace Systems, UTC (January 2015 - April 2018) | | | | | | Current Public Company Boards | | | | | | GE Vernova | | | | | | Past Public Company Boards | | | | | | None | | | | | | Education | | | | | | Bachelor’s degree in mathematics from the University of Connecticut Master’s degree in accounting from University of Hartford J.D. degree from University of Connecticut School of Law | | | | |
Class I Director (cont’d)
| 18 | GE Vernova |
Class III Directors
Class III Directors
Class III Directors
| | | Nicholas K. Akins | 65 Former Executive Chair, American Electric Power Company, Inc. Independent | | | | Director Since: April 2024 | | Committees: Nominating and Governance (Chair) Safety and Sustainability | | | | Skills | | | | | | | Energy | | | Executive Experience | | | Manufacturing & Operations | | | Risk Management | | | Human Capital | | | Sustainability | | | Safety | | | | | Qualifications | | | | | | Mr. Akins rose through the ranks at both American Electric Power Company, Inc. (AEP) and the former Central and South West Corp., which merged with AEP in 2000. We believe Mr. Akins is well-qualified to serve on our Board because of his extensive leadership experience and energy sector knowledge. | | | | | | Experience | | | | | | Executive Chair, American Electric Power Company, Inc., an American domestic electric utility company (Nasdaq: AEP) (January 2023 - October 2023) Chair of the Board of Directors, AEP (January 2014 - December 2022) Chief Executive Officer, AEP (November 2011 - December 2022) President, AEP (January 2011 - December 2022) | | | | | | Current Public Company Boards | | | | | | DTE Energy Company Fifth Third Bancorp GE Vernova | | | | | | Past Public Company Boards | | | | | | American Electric Power Company, Inc. | | | | | | Other Positions | | | | | | Director, Rock and Roll Hall of Fame | | | | | | Education | | | | | | Bachelor’s degree in electrical engineering from Louisiana Tech University Master’s degree in electrical engineering from Louisiana Tech University | | | | |
Class III Directors
| | | Kim K.W. Rucker | 59 Former Executive Vice President, General Counsel and Secretary, Andeavor (formerly Tesoro Corp.) Independent | | | | Director Since: April 2024 | | Committees: Audit Compensation and Human Capital | | | | Skills | | | | | | | Energy | | | Executive Experience | | | Human Capital | | | Risk Management | | | Finance & Accounting | | | | | Qualifications | | | | | | Ms. Rucker has extensive experience in legal, regulations, complex transactions, human capital, and risk management gained during the course of her career serving as an executive of large publicly-traded companies, including companies in the energy industry, and having served as partner in a large, international law firm. She also has extensive experience in leadership roles on public company boards in various industries, including the energy industry. | | | | | | Experience | | | | | | Executive Vice President, General Counsel and Secretary, Andeavor (formerly Tesoro Corporation), an integrated marketing, logistics, and refining company acquired by Marathon Petroleum Corporation (March 2016 – October 2018) Interim Chief Human Resources Officer, Andeavor (February 2017 - April 2018) Executive Vice President, Corporate & Legal Affairs, General Counsel, and Corporate Secretary, Kraft Foods Group, Inc. (2012 – 2015) Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer, Avon Products, Inc. (2008 - 2012) Senior Vice President, Corporate Secretary and Chief Governance Officer, Energy Future Holdings Corp. (2004 – 2008) Partner in the Corporate & Securities group, Sidley Austin LLP | | | | | | Current Public Company Boards | | | | | | Celanese Corporation GE Vernova HP Inc. Marathon Petroleum Corporation | | | | | | Past Public Company Boards | | | | | | Lennox International, Inc. | | | | | | Education | | | | | | B.B.A. in Economics from University of Iowa J.D. from Harvard Law School Master’s degree in Public Policy from John F. Kennedy School of Government at Harvard University | | | | |
Class III Directors
| 2026 Proxy Statement | 19 |
Class III Directors (Cont.)
Class III Directors (Cont.)
Class III Directors (Cont.)
| | | Scott Strazik | 47 Chief Executive Officer and President, GE Vernova | | | | Director Since: April 2024 | | Committees: None | | | | Skills | | | | | | | Energy | | | Executive Experience | | | Risk Management | | | Finance & Accounting | | | Manufacturing & Operations | | | Safety | | | Human Capital | | | | | Qualifications | | | | | | Mr. Strazik has more than 25 years of finance, operations, and leadership experience with GE, including more than ten years in GE’s power businesses. We believe Mr. Strazik is qualified to serve as a director given his years of experience in the energy industry and because he is our Chief Executive Officer and President. | | | | | | Experience | | | | | | Chief Executive Officer and President, GE Vernova Inc. (Since July 2025) Chief Executive Officer, GE Vernova Inc. (April 2024 - July 2025) Chief Executive Officer, GE Vernova (November 2021 - April 2024) CEO, GE Gas Power business (2018 – October 2021) President and CEO, GE Power Services business (2017 – 2018) Sales and Commercial Operations Leader, GE Gas Power Systems business (July 2016 - October 2017) Chief Financial Officer, GE Gas Power Systems business (July 2013 - June 2016) Chief Financial Officer, GE Aviation’s Commercial Engine Operations organization (May 2011 - June 2013) | | | | | | Current Public Company Boards | | | | | | GE Vernova | | | | | | Education | | | | | | Bachelor’s degree in industrial labor relations from Cornell University Master’s degree from Columbia University’s School of International and Public Affairs with a focus on Economics and Public Policy | | | | |
Class III Directors (Cont.)
| 20 | GE Vernova |
Class III Directors (Cont.)
| CORPORATE GOVERNANCE |
Class III Directors (Cont.)
Board leadership structure GE Vernova believes that independent board oversight is an essential component of strong corporate performance. We currently have an independent, non-executive Chair of the Board, and believe that the Board should have the flexibility to fashion its independent Board oversight with either an independent Chair or an independent lead director. We do not have policies on whether the positions of Chair and CEO should always be separated and whether an executive or an independent director should serve as the Chair, as we believe the structure should be based upon the needs of the Company at any given time. Maintaining this flexibility allows our Board to choose the leadership structure that will best serve the interests of the Company and its stockholders.
ANTI-HEDGING AND ANTI-PLEDGING POLICY
| DIRECTOR COMPENSATION |
Director Compensation
Director Compensation
Director Stock Ownership Requirements
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | Steve Angel | $320,000 | $214,256 | $5,000 | $539,256 | | Nicholas K. Akins | $160,000 | $214,256 | $0 | $374,256 | | Arnold W. Donald | $165,000 | $214,256 | $5,000 | $384,256 | | Matthew Harris | $140,000 | $214,256 | $5,000 | $359,256 | | Jesus Malave | $140,000 | $214,256 | $0 | $354,256 | | Martina Hund-Mejean | $170,000 | $214,256 | $5,000 | $389,256 | | Paula Rosput Reynolds | $160,000 | $214,256 | $2,000 | $376,256 | | Kim K. W. Rucker | $140,000 | $214,256 | $3,000 | $357,256 |
2025 Year in Review
Our Wind segment generated similar segment EBITDA losses in 2025 versus the prior year despite the impact of tariffs, driven by improved pricing and higher turbine deliveries at Onshore Wind, offset by Offshore Wind due to the absence of a contract cancellation settlement gain recorded in the third quarter of 2024, net of lower contract losses. We remain focused on executing our strategy in Wind and improving margins going forward. In Electrification, we delivered significant growth and margin expansion in 2025 while rapidly increasing our backlog(1). Electrification provides critical grid components including transformers, switchgears, and high-voltage direct current (HVDC) systems, which are essential to ensuring a reliable electricity system. In 2025, we saw strong orders and backlog growth from robust customer demand in Europe, the Middle East, North America, and Asia. We continue to maximize output from our existing factories through lean and labor productivity. GE Vernova also invested for disciplined growth and innovation in 2025. We are investing $11 billion in capital expenditures and R&D from 2025 through 2028, including $1 billion for Prolec GE from 2026 to 2028. We are increasing investments in AI, robotics, and automation to drive productivity over the medium and long term. We executed on our capital allocation principles with our strong investment grade balance sheet, including investing for organic growth, returning at least one third of cash generation to shareholders, and targeted M&A. We maintain a robust cash position bolstered by strategic moves to generate cash, simplify our portfolio, and invest in our core businesses. Since the Spin-Off, we’ve created approximately $2.5 billion in completed or announced dispositions, simplifying the portfolio with negligible financial trade-offs. We returned $3.6 billion of capital to shareholders through share repurchases and dividends in 2025. Given our strong cash position and growth trajectory, in December, we doubled our annual dividend to $2 per share and increased our repurchase authorization from $6 billion to $10 billion. As discussed above and highlighted below, aligned with our mission of electrifying to thrive and decarbonizing the world, we achieved strong operational and financial performance across a broad range of measures in 2025. As described further in this CD&A, we designed our pay programs to align with shareholder interests. Strong performance is reflected in above-target Annual Incentive Plans (AIP) payouts for 2025, for example, which include a corporate multiplier of 157%. In 2025, our stock price increased by ~99% and our market capitalization was $176 billion as of December 31, 2025. From April 2, 2024, when GE Vernova became an independent publicly traded company, to December 31, 2025, our stock price has increased by over 360%. The value of the S&P 500 Industrials index increased by only 25% over the same time period.
2025 EXECUTIVE COMPENSATION PROGRAM DETAIL
| Base Salary | Base salaries are market-driven and are critical for attracting and retaining talent; for 2025, the CHCC approved a base salary increase of 3% for Mr. Strazik, 11% for Mr. Parks, following an expansion in his role, and 13% for Mr. Piron. None of the other NEOs received an increase in base salary in 2025. | | | 2025 Annual Incentive Plan (AIP) | Performance Metrics Free Cash Flow* (40% weighting) Adjusted EBITDA* (40% weighting) Organic Revenue* Growth (20% weighting) Subject to modification based on individual performance (0 – 150%) and safety and sustainability performance (+/- 10 percentage points). Maximum payout capped at 200% of target, inclusive of performance modifier. | Payout Results Payouts to the CEO and other NEOs under the 2025 AIP ranged from 157% to 200% of target. | | 2025 - 2027 Performance Stock Units (PSUs) | Performance Metrics 3-year cumulative Adjusted EBITDA* (50% weighting) 3-year cumulative Free Cash Flow* (50% weighting) 3-year cumulative Total Shareholder Return (TSR) modifier (+/- 20%) Maximum payout capped at 200% of target, inclusive of modification. | Vesting Vests after 3-year performance has been certified by the CHCC | | 2025 Restricted Stock Units (RSUs) | Alignment with stockholders through stock ownership; delivery of shares is not dependent on company performance or stock price appreciation, promotes retention | 3-year annual vesting | | 2025 Stock Options | Strong alignment with stockholders through stock price appreciation | 3-year annual vesting |
2025 EXECUTIVE COMPENSATION PROGRAM DETAIL
While the CHCC reviews benchmark data when making executive compensation decisions, it does not establish compensation levels based solely on market data. Rather, the CHCC reviews the 25th, 50th and 75th percentiles of relevant market data for the peer group and other industry benchmarks, where applicable, as one element in its decision-making process. The approved executive compensation decisions reflect a variety of factors, including each executive’s experience, performance, the relative scope and complexity of the executive’s role within the organization, as well as where each executive’s pay level falls relative to the market data. Compensation governance
Compensation Consultant and Independence
Compensation Consultant and Independence In 2025, the CHCC continued to engage Pay Governance LLC (Pay Governance) as its independent compensation consultant. Pay Governance advises the CHCC on matters related to executive compensation and general compensation programs, including industry best practices. Pay Governance also advises the Nominating and Governance Committee on the compensation of non-employee directors. Pay Governance does not provide any other services to GE Vernova. The CHCC considered the relationship Pay Governance has with GE Vernova, the members of the CHCC, the members of the Nominating and Governance Committee, and GE Vernova’s executive officers, as well as the policies that Pay Governance has in place to maintain its independence. The CHCC determined that no conflicts of interest were raised by the services of Pay Governance and that Pay Governance is an independent advisor.
Key Compensation Program Elements
| | Cash | Base Salary | Provides a fixed component of cash compensation that is aligned to market-competitive compensation, thereby serving as a key tool in attracting and retaining industry-leading talent. | | | | Annual Incentive Plan (AIP) | Provides annually set and measured goals, incentivizing critical short-term behaviors that drive the business strategy. Allows for performance-based differentiation in pay every year. | | | Equity | Performance Stock Units | Provide meaningful equity stakes for executives while incentivizing key financial/ strategic goals measured over a long-term (3-year) period. Includes a Total Shareholder Return (TSR) modifier for additional alignment with stockholders. | | | | Restricted Stock Units | Provide significant equity stakes for executives through a retentive vehicle that is commonly used in the Peer Group and broader market. RSUs vest annually over three years. | | | | Stock Options | Provide additional upside opportunity linked exclusively to incremental stockholder value created over the vesting period; annually granted stock options contribute to long-term decision making through 3-year vesting and 10-year terms. |
Key Compensation Program Elements
Given his prior tenure at GE, Mr. Strazik is also eligible for benefits under certain pension-based retirement plans we adopted in connection with the Spin-Off. See the “Pension Benefits” section below for more information. We also adopted an Executive Severance Plan in connection with the Spin-Off, which standardizes payments available to U.S. executives not otherwise subject to an existing employment arrangement, and other than in connection with a change in control (as defined in our Change in Control Policy). Other than Ms. Zingoni and Mr. Piron, who are not based in the U.S., we do not have individual employment agreements with any of our executive officers, including our NEOs, although we have a practice of entering into offer letters with new executive officers that set forth the expected terms and conditions of their employment. Our executive officers are appointed by the Board after recommendation by the CEO, and their rights to severance benefits following a termination of employment, if any, are determined under our Executive Severance Plan, good leaver policy or Change in Control Policy, as applicable, unless as otherwise may be provided in their offer letter or employment agreement, as applicable. See the “Potential Payments Upon Termination or Change in Control” section for further description of the Executive Severance Plan and existing employment arrangements with our NEOs.
Target Total Direct Compensation Components and Mix
Target Total Direct Compensation Components and Mix GE Vernova’s target total direct compensation mix for our NEOs strongly links pay and performance through variable compensation, which is included in both the AIP and LTI plan components. Annual cash compensation consists of base salary and the AIP. For our NEOs, their annual payout under the AIP is considered “at risk”, as payouts can be zero if performance goals are not achieved. Likewise, all three LTI vehicles, PSUs, RSUs, and non-qualified stock options (Stock Options) represent at risk compensation, given that their values are tied to our Company’s stock price performance over time. Further, PSUs will not pay out at all if the threshold goals against performance metrics are not met, and Stock Options are only valuable to recipients to the extent our stock price increases above the grant-date exercise price and stockholder value is created. In alignment with stockholders’ interests, the vast majority of NEO compensation is delivered in the form of equity: 75% of CEO target compensation is in LTI, as is 60% of other NEO compensation, on average. Combined with AIP payouts, 90% of total target CEO compensation and 80% of other NEO total target compensation, on average, is variable and linked to performance. We believe our compensation mix strongly links pay and performance and is well-suited to attract and retain talent while incentivizing behaviors consistent with our strategic objectives. 2025 Target total direct compensation: Components and mix
Change in Control Policy
Change in Control Policy GE Vernova has a Change in Control (CIC) policy for executive officers and certain other U.S. employees, which provides benefits to our NEOs in the case of a Qualifying Termination (as defined in the CIC policy) in connection with a change in control. A Qualifying Termination is a termination without Cause or a resignation by the executive for Good Reason (each as defined in the CIC policy) within 24 months of a qualifying change in control. Benefits provided by the CIC policy include: •For the CEO: A lump sum cash payment equal to 2x the aggregate of: (a) annual base salary and (b) annual target bonus, as well as a lump sum cash payment equal to a prorated bonus amount calculated based on actual performance during the year of termination. •For all other NEOs and other senior executives: A lump sum cash payment equal to 1.5x the aggregate of: (a) annual base salary and (b) annual target bonus, as well as a lump sum cash payment equal to a prorated bonus amount calculated based on actual performance during the year of termination. •For all NEOs unvested Stock options and RSUs fully accelerate, and service-based restrictions on unvested PSUs fully lapse. The final number of shares delivered with respect to unvested PSUs will be based on the greater of actual or target performance under the terms of the applicable award agreement. The CIC Policy prohibits tax gross-ups on payments or benefits paid in connection with a qualifying change in control. The CIC Policy provides for a Section 280G “best net benefit provision”, which means that the payments or benefits that each participant receives in connection with a qualifying termination will be reduced to the extent necessary to avoid the imposition of any excise tax under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, if such reduction would result in a greater after-tax benefit than would be received if the full amount was paid and the excise tax was imposed. The CIC Policy supersedes our Executive Severance Plan to the extent an NEO would be eligible to receive severance benefits under that plan as a result of a termination that constitutes both a “Qualifying Termination” under such plan and a termination under the CIC Policy. Benefits under the CIC Policy are also reduced to the extent of certain other severance-related benefits that an NEO may be entitled to receive outside of the CIC Policy (including pursuant to an employment agreement or offer letter and/or pursuant to applicable law).
Severance Program and Good Leaver Policy
Severance Program and Good Leaver Policy GE Vernova utilizes a severance program to ensure a market-competitive compensation structure for certain employees, including NEOs. Under the standard severance program, our CEO and other NEOs, if eligible under the terms of the Executive Severance Plan, will receive a lump sum cash payment equal to 18 months of base salary and a prorated bonus based on actual performance, if they experience an employer initiated elimination of position, termination for “cause”, or a change in position, and in any such event are not offered a “suitable position” (as defined in the Executive Severance Plan). Such payouts may be superseded by an existing agreement or local law, as applicable. See “Potential Payments Upon Termination or Change in Control” section for further information. In addition, employees who hold equity, including the CEO and other NEOs, may be eligible for our Good Leaver policy, as determined by GE Vernova in its sole discretion, which provides for the continued vesting of prorated equity held for more than one year. Prorated PSUs under the Good Leaver commitments are paid out at the lower of performance or target. To be eligible for the Good Leaver policy, the termination must be involuntary and without cause or performance issues that were a detriment to the Company or its interests. To receive severance payments and Good Leaver equity commitments, the employee must sign a separation agreement that provides protective covenants, including confidentiality, non-competition and non-solicitation clauses and waivers of legal or arbitration proceedings, to protect the Company’s and shareholder interests, the enforcement of which would be enabled by continued vesting under the Good Leaver equity commitments.
Severance Program and Good Leaver Policy
| 2026 Proxy Statement | 43 |
Annual Incentive Plan
Annual Incentive Plan The AIP is a Company-wide short-term, annual incentive plan that applies to our executives eligible for incentives, including the NEOs. The AIP is designed to compensate our executives for achieving annual goals that further our strategy and create stockholder value. The AIP features Total Company (or corporate) and segment-level financial metrics (as applicable), to account for segment- or business- specific goals and performance, as applicable, and to harmonize practices across GE Vernova. Results of Total Company-level, segment-level, and business-level performance, as applicable, produce a “Business Performance Factor” which is used to determine the final payout percentage for participating executives. For 2025 the financial metrics selected for the AIP by the CHCC were free cash flow*, adjusted EBITDA*, and organic revenue* growth. For 2025, the AIP payout for NEOs was determined based on the NEO’s base salary and target award percentage, as well as three components: •Financial metrics, approved by the CHCC at the start of the performance cycle, based on Total Company and, if applicable, segment or business performance (Business Performance Factor); •A modifier based on GE Vernova’s performance with respect to safety and sustainability goals (Safety and Sustainability Modifier); and •A modifier based on individual performance (Individual Performance Factor or IPF) against individual objectives Target bonus percentages are approved by the CHCC after taking into account market data and market-based insights provided by Pay Governance, input from management, and other factors such as internal equity, executive retention, and strategic priorities. Total Company financial goals may be achieved by the NEOs between the threshold and maximum levels. For NEOs that are segment or business leaders, their AIP payout is comprised of both corporate performance metrics and segment or business performance metrics, as applicable. For NEOs who lead corporate functions, their AIP payout is comprised solely of corporate performance metrics. If actual performance for a financial goal falls between either the threshold and target levels or the target and maximum levels, the payouts are linearly interpolated based on payout levels shown below. Each goal is measured separately and if the threshold level of performance for a particular goal is not achieved, the payout for that goal is zero.
Annual Incentive Plan
| Performance Level | Payout Level | | Threshold | 50% of Target | | Target | 100% of Target | | Maximum | 200% of Target |
Annual Incentive Plan
| 2026 Proxy Statement | 45 |
Annual Incentive Plan
To further align the AIP with GE Vernova’s overarching operational priorities of safety and a commitment to our mission to electrify to thrive and decarbonize the world, the CHCC applies the Safety and Sustainability Modifier to increase or decrease AIP payouts to our NEOs by up to 10 percentage points, based on achievement of defined safety metrics and sustainability metrics, as described below. For 2025, the application of the safety component of the Safety and Sustainability Modifier was determined based on the CHCC’s assessment of the achievement of the following safety metrics: work-related fatalities, work-related injuries/illnesses that are permanently disabling, and Potential Severe Event (PSE) reviews. For our executive officers and most senior leaders, the CHCC also considered sustainability performance which was measured by our progress towards carbon neutrality. Both direct emissions from our operations and indirect emissions from energy and utilities at facilities were considered. The CHCC performed a holistic review of the Company’s achievements and performance against the safety goals and the sustainability metrics to determine how to apply this performance modifier. In addition, the IPF impacts each NEO’s bonus under the AIP based on individual performance. The IPF may address individual, strategic, and operational objectives, as well as skills such as leadership and collaboration. The IPF may range from 0% to 150% of target and is multiplied by the amount earned based on financial, safety, and sustainability performance to reach a final payout. The maximum payout under the AIP is capped at 200% of target, including the impact of the safety and sustainability modifier and the IPF, if any. The threshold, target, and maximum goals for the 2025 AIP Total Company and segment financial metrics were approved by the CHCC in early 2025.
Long-Term Incentive Awards
Long-Term Incentive Awards LTI awards granted to NEOs for 2025 were comprised of PSUs, RSUs, and Stock Options. PSUs vest based on Company performance at the end of a three-year cumulative performance period. Annual RSUs and Stock Options vest in equal one-third increments over a three-year period. For each NEO, annual LTI grants have a target grant value mix of 50% PSUs, 30% RSUs, and 20% Stock Options. In setting 2025 LTI compensation, the CHCC determined that a program using PSUs, RSUs, and Stock Options would achieve the following: •Reward share-price growth, aligning the interests of executive officers, including NEOs, with stockholders; •Deliver performance-based, at-risk compensation through performance-based equity; •Ensure long-term, consistent business focus through the use of cumulative performance goals to determine the number of performance share awards ultimately earned; •Provide retention features through multi-year vesting; and •Align with emerging practices of the market and Peer Group data. For 2025, the CHCC selected financial performance metrics that are consistent with how management measures and reports the Company’s operating results. Accordingly, the CHCC determined that adjusted EBITDA*, free cash flow*, and relative TSR (rTSR) were appropriate metrics for PSU awards for the 2025-2027 performance period. These metrics (i) are critical to the long-term success of the Company, (ii) are metrics used by stockholders and our management to evaluate our performance, and (iii) reinforce alignment between the NEOs and stockholders. These total Company financial metrics help align all company leaders (including all NEOs) who receive the PSUs with the same performance targets, in contrast to the metrics used in our AIP, which for business leaders like Ms. Zingoni and Mr. Piron, are in part based on segment-level or business-level performance, as applicable.
Long-Term Incentive Awards
| 46 | GE Vernova |
Long-Term Incentive Awards
The 2025 PSU awards provide that achievement at the threshold level results in earning 50% of the target level of the award, achievement at the target level results in earning 100% of the target level of the award, and achievement at the maximum level results in earning 200% of the target level of the award. Adjusted EBITDA* and free cash flow* are equally weighted. For both metrics, goals are set at the beginning of each three-year performance period and performance is measured on a cumulative basis at the end each such period. If the three-year cumulative rTSR is at or below the 25th percentile of the S&P 500 Industrial Index, the calculated payout of the PSUs will be reduced by 20%. If the three-year cumulative rTSR is at or above the 75th percentile, the calculated payout of the PSUs will be increased by 20%, subject to an overall payout maximum of 200% of target. The CHCC establishes targets and performance levels that are designed to be rigorous but realistic and informed by our long-term strategy and financial performance goals. Similarly, the threshold and maximum performance levels for each metric are set within a range that represents fair payouts, given the level of over- or under-performance compared to the target performance level. Further information relating to the grant size for each NEO can be found in the Grants of Plan-Based Awards table on page 61.
Metric Selection
Metric Selection When selecting 2025 performance metrics, the CHCC sought to align our short- and long-term incentive compensation programs with financial measures that reflect how the Company measures its performance against its current strategy, of which profitability and cash generation are key components. As described above, metrics for the AIP were chosen to align with the short-term behaviors that the plan seeks to reward, while metrics for the 2025 PSUs are measured over a multi-year period, aligning our executives with the long-term interests of stockholders. After separately considering the design of each program, the CHCC selected organic revenue* growth, free cash flow*, Adjusted EBITDA*, a safety and sustainability modifier (+/- 10%), and an individual performance modifier (0-150%) as its 2025 AIP performance metrics, and free cash flow*, Adjusted EBITDA*, and a rTSR modifier as its 2025-2027 LTI performance metrics. Although free cash flow* and Adjusted EBITDA* are used in the two compensation programs, they were each independently selected as the most appropriate financial performance measures against which to measure the Company’s performance. Free cash flow* is a key measure of our cash generation and Adjusted EBITDA* reflects our profitability. Free cash flow* is of particular interest to our investors as an important measure of our ability to generate cash that also provides insight into our ability to produce cash subsequent to fulfilling our capital obligations. Adjusted EBITDA* is monitored by investors as a key profitability metric because it excludes the effects of unique and/or non-cash items not closely associated with ongoing operations and highlights our results from ongoing operations. The CHCC believes our performance against each of these metrics is appropriate and meaningful to investors in both the short-term and the long-term contexts. However, the use of the metrics in the two programs is differentiated by the duration of the performance period and the impact of the results on overall payouts. For the AIP, the two performance metrics were measured over an annual time period and are among the overall mix of financial, operational and individual performance inputs that contribute to the overall payout opportunity for our NEOs. Accordingly, these financial performance results are weighed against other inputs and are therefore less of a determining factor of the overall outcome of an NEO’s AIP payout. In addition, the AIP differentiates between targets for corporate executives (whose AIP payouts are tied to Total Company performance only) and segment- or business-level executives (whose payouts are primarily tied to segment- or business- level performance, as applicable). In contrast, the 2025-2027 PSUs will measure performance against the metrics over a cumulative three-year performance period. Unlike the 2025 AIP payout, which was based on a greater number of metrics, the 2025-2027 PSU payout will be determined by the Company’s performance against these two metrics, each weighted 50%, with the cumulative rTSR modifier as the only other variable. The use of Total Company performance against these metrics for all executives, regardless of whether they work at the corporate or segment- or business- level, aligns their interests with the long-term interests of our stockholders and further differentiates this program from the AIP.
Metric Selection
Peer group and benchmarking approach The CHCC uses a group of comparator companies (Peer Group) for compensation benchmarking purposes. For 2025 compensation decisions, the Peer Group below was approved by the CHCC in 2024. Peer Group constituents are listed in the table below. As is consistent with our compensation philosophy, we benchmark target total compensation against the Peer Group, reviewing the 25th, 50th and 75th percentiles of relevant market data. Additionally, to ensure further market alignment, we benchmark individual components of target total compensation (base salaries, target bonuses, and long-term incentives) against Peer Group market data. The CHCC periodically analyzes compensation benchmarking results in the context of our talent needs, business strategy, and the performance and experience of individual executives to ensure we are appropriately aligned with market over time. In selecting the Peer Group, the CHCC considered multiple factors, including: •Size, which is generally measured by revenue, number of employees and market capitalization •Industry, such that companies operating in comparable industries with relevant business operations were prioritized, and •Global presence, which reflects our significant global operations. The CHCC uses the Peer Group to assess the pay level of executives, pay mix, compensation program design, and pay practices.
Metric Selection
In 2025, the CHCC reviewed and updated the peer group for 2026 compensation decisions with guidance from its external compensation consultant. The factors used in selecting the prior peer group listed above were also considered in reviewing the peer group for 2026 compensation decisions. These factors included GE Vernova’s growth in size, in terms of revenue and market capitalization, since the Spin-Off. For 2026, the peer group will remain substantially the same, with the changes outlined below. Peers were primarily removed due to relative size, and in the case of Honeywell, a pending spin off. New peers were selected based on relative size and a focus on technology, manufacturing, or the energy industry.
Policies and Practices Related to the Grant of Equity Awards
Policies and Practices Related to the Grant of Equity Awards We grant equity awards, including Stock Options, RSUs, and PSUs to our employees and directors, as applicable, on an annual basis. We may also grant equity awards to individuals upon hire or promotion or for retention purposes. During the last fiscal year, neither the Board nor the Compensation and Human Capital Committee took material nonpublic information into account when determining the timing or terms of equity awards, nor did the Company time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. 2025 Compensation decisions for NEOs
2025 Annual Incentive Plan
2025 Annual Incentive Plan For 2025, compensation decisions were made in the context of strong financial results delivered at both the Total Company, segment, and business levels. GE Vernova booked $59.3 billion of orders with $38.1 billion in revenue, delivered margin expansion, and improved its free cash flow* by more than $2 billion. After considering several factors, including market practice, GE Vernova performance, individual performance, experience, and GE Vernova’s internal compensation structure, for 2025 the CHCC approved an increase in Mr. Strazik’s target AIP opportunity from 135% of base salary to 150% and set the AIP opportunities for the other NEOs at 100% of base salary. Counsel from the compensation consultant, which included analysis of market data sourced from the Peer Group, was considered in sizing Mr. Strazik’s increase. Notably, this increase consists entirely of non-guaranteed, variable compensation, which aligns pay and performance. The financial metrics for each NEO’s AIP opportunity either consist entirely of Total Company metrics or a combination of Total Company and segment or business metrics, depending on the NEO’s area of responsibility. The table below shows the metrics and weightings that determine the Business Performance Factor for each NEO.
2025 Annual Incentive Plan
| Named Executive Officer | Corporate Financial Metrics Weight | Segment / Business Financial Metrics Weight | | Scott Strazik | 100% | | | Ken Parks | 100% | | | Maví Zingoni | 20% | 80% | | Philippe Piron | 20% | 80% | | Steven Baert | 100% | | | Rachel Gonzalez | 100% | |
2025 Annual Incentive Plan
| Corporate Financial Metrics Weight | Segment / Business Financial Metrics Weight | | 40% Free Cash Flow* | 40% Free Cash Flow* | | 40% Adjusted EBITDA* | 40% EBITDA | | 20% Organic revenue* growth | 20% Organic revenue* growth |
2025 Annual Incentive Plan
For our Corporate NEOs — Messrs. Strazik, Parks, and Baert, and Ms. Gonzalez — AIP payouts were based upon Total Company performance targets for the Company. Pursuant to her separation agreement, Ms. Gonzalez received a 2025 pro-rated AIP payout based upon performance targets for the Company as a whole.
2025 Annual Incentive Plan
| Total Company Financial Goals | Threshold ($MM) | Target ($MM) | Maximum ($MM) | 2025 Result ($MM) | Payout Level (%) | | Free Cash Flow* | $2,000 | $2,500 | $3,500 | $3,710 | 200% | | Adjusted EBITDA* | $2,400 | $2,900 | $3,900 | $3,196 | 130% | | Organic Revenue* Growth | 2.6% | 5.2% | 10.4% | 9.3% | 178% |
2025 Annual Incentive Plan
Approximately 20% of the AIP payout for Ms. Zingoni was based on Total Company performance metrics and 80% was based on performance metrics for the Power segment, for which she served as chief executive officer during 2025. For Power, segment-level financial metrics were free cash flow*, EBITDA, and organic revenue* growth, weighted 40%, 40% and 20%, respectively. Based on Power’s performance, the payout levels for each metric were 200%, 146%, and 199%, respectively. Approximately 20% of the AIP payout for Mr. Piron was based on Total Company performance metrics and 80% was based on the performance of businesses that comprise the Electrification Systems businesses within our Electrification segment, for which he served as chief executive officer during 2025. For the Electrification Systems businesses within the Electrification segment, financial metrics were free cash flow*, EBITDA, and Organic Revenue* growth, weighted 40%, 40% and 20%, respectively. Based on the performance of the Electrification Systems businesses, the payout levels for each metric were 200%, 170%, and 200%, respectively. Because we believe both segment- and business-level targets and segment- and business-level free cash flow* results are competitively sensitive and that their disclosure would result in competitive harm, they are not disclosed. The Company does not report EBITDA or organic revenue* growth metrics for the Electrification Systems businesses within the Electrification segment.
2025 Annual Incentive Plan
| 50 | GE Vernova |
2025 Annual Incentive Plan
As described above on page 46, the application of the Safety and Sustainability Modifier can result in a +/- 10% modifier on Total Company, segment, and/or business AIP performance. Our safety performance did not meet expectations, as the Company experienced 4 worker fatalities across the Power and Wind segments. With respect to sustainability, in 2025 our goal was a 15% reduction in our carbon dioxide emissions, which we achieved. After a holistic review of the combined performance across our safety and sustainability goals, the CHCC determined that the number of fatalities experienced, a component of the safety portion of the modifier, should have a greater impact, reflecting a commitment to our safety standards and meaningful accountability when they are not reached. As a result, the CHCC approved the application of a -10% Safety and Sustainability Modifier to the results for the Total Company, and Power and Wind segments, which impacted the AIP payouts of Messrs. Strazik, Parks, Baert, and Mses. Gonzalez and Zingoni. The CHCC also determined not to similarly reduce AIP payouts for the Electrification segment, as there were no work-related fatalities or permanently disabling injuries/illnesses in the segment’s businesses. As a result, Mr. Piron’s performance was not reduced by this modifier. In addition to business financial results and the safety and sustainability modifier, the CHCC considered the individual performance of each NEO in determining their AIP payouts. This table outlines key strategic priorities for the CEO and the Company as a whole for 2025, which drove each NEO’s individual strategic priorities.
2025 Annual Incentive Plan
| Evaluation Area | Description | | Drive Fatality-Free operations | Did not meet expectations with respect to Safety goals due to 4 fatalities, despite strategic progress in some areas, such as in injury and illness and stop work enforcement. | | Deliver Financial Goals | Exceeded expectations in key financial metrics: •Revenue $38.1 billion – increased 9% and 9% organically* •Adjusted EBITDA Margin* of 8.4% | | Cash Discipline and Capital Management | Exceeded expectations by: •Delivering $3.7 billion in Free Cash Flow* •Returning $3.6 billion of value to shareholders through share repurchases and dividends | | Strategic Long-Term Financial Ambition | Exceeded expectations, leading to increasing by 2028 outlook to $56 billion in revenue and 20% adjusted EBITDA margin* rates (inclusive of the Prolec GE acquisition); an increase over previous outlook of $11 billion in revenue and +600 basis points in EBITDA margin. | | Segment and Business Unit Growth Strategies | Met expectations, with the following key accomplishments: •Orders of $59.3 billion, an increase of 35%, 34% organically, led by equipment and services in the Power and Electrification segments •Electrification segment revenues increased 28%, 26% organically*, primarily driven by the Grid Solutions business unit •Grew Gas Power business unit equipment backlog(1) and slot reservation agreements to 83 gigawatts | | Human Capital and Leadership Focus | Exceeded expectations, with the following key accomplishments •Continued to strengthen culture through focus on GE Vernova Way •Significant progress in building talent pipeline for sustainable leadership |
2025 Annual Incentive Plan
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2025 Annual Incentive Plan
After considering his performance across all of the Company’s strategic priorities, the CHCC believed that Mr. Strazik’s strong overall performance exceeded expectations and approved a 130% IPF for Mr. Strazik. The payout for Mr. Strazik was determined as follows: •Base Salary x 150% AIP Target x 157% GE Vernova Total Company Performance x 130% IPF less An amount necessary to comply with the 200% of target payout maximum = a payout of $4,500,000, or 200% of target Mr. Piron achieved a 125% IPF in recognition of his leadership in driving strong financial performance in the Electrification Systems businesses of our Electrification segment: •Growth in Electrification Systems orders and backlog(1), supported by continued strong demand. •Growth in Electrification Systems revenue, primarily at Grid Solutions due to growth in switchgear, high-voltage direct current solutions, and alternative current substation solutions volume and at Power Conversion & Storage. Grid Solutions and Power Conversion & Storage generated $6.6 and $2.0 billion in revenues, respectively, in 2025, compared to $5.0 billion and $1.7 billion, respectively, in 2024. •EBITDA* and free cash flow* for Electrification Systems increased meaningfully in 2025 on a year-over-year basis. Ms. Zingoni achieved a 115% IPF based on her leadership in the Power segment, overseeing a significant growth in demand in an evolving marketplace, while delivering strong financial and operational performance: •Segment Orders of $32.8 billion, an increase of 51%, 52% organically, led by Gas Power with robust equipment demand and growth in services •Segment Revenues of $19.8 billion: an increase of 9%, 10% organically*, led by Gas Power equipment, with increased heavy-duty gas turbines •Segment EBITDA was $2,902M. Segment EBITDA margin was 14.7%, an increase of 220 basis points, 100 basis points organically*, driven by price and productivity. •Gas Power equipment backlog and slot reservation agreements grew to 83 GW Mr. Parks achieved a 115% IPF based on his leadership with the analyst and investor community, and the Company’s strong financial performance, cash discipline and capital management: •Adjusted EBITDA* of $3.2 billion and adjusted EBITDA margin* of 8.4% •Cash from operating activities of $5.0 billion; free cash flow* of $3.7 billion •$3.6 billion in capital returned to shareholders through share repurchase and dividends •$8.8 billion cash balance as of December 31, 2025 Mr. Baert received a 125% IPF based on his strong contributions to the Company’s human capital, talent management, and productivity goals: •Continued to strengthen GEV’s culture through focus on GE Vernova Way •Significant progress in building talent pipeline for sustainable leadership •Leading efforts to drive productivity and efficiency in human capital variable costs The table below shows the full AIP opportunity for each NEO, the safety and sustainability modifier, the IPF, and the resulting 2025 AIP payout.
2025 Annual Incentive Plan
| 52 | GE Vernova |
2025 Annual Incentive Plan
| Named Executive Officer | Base Salary ($) | AIP Target (%) of Base Salary | Target Opportunity | Safety and Sustainability Modifier | Business Performance Factor Payout %(1) | Individual Performance Factor % | AIP Payout ($) | Payout as % of Target | | Scott Strazik(2) | $1,500,000 | 150% | $2,250,000 | (10%) | 157% | 130% | $4,500,000 | 200% | | Ken Parks | $1,000,000 | 100% | $1,000,000 | (10%) | 157% | 115% | $1,805,500 | 181% | | Maví Zingoni(3) | $1,164,540 | 100% | $1,164,540 | (10%) | 166% | 115% | $2,223,107 | 191% | | Philippe Piron(2)(3) | $961,028 | 100% | $961,028 | —% | 182% | 125% | $1,922,057 | 200% | | Steven Baert | $900,000 | 100% | $900,000 | (10%) | 157% | 125% | $1,766,250 | 196% | | Rachel Gonzalez(4) | $900,000 | 37% | $332,877 | (10%) | 157% | 100% | $522,616 | 157% |
2025 Annual Incentive Plan
(1)Includes -10% safety and sustainability modifier for both GE Vernova Total Company and the Power Segment, and no application of the modifier for the Electrification Systems business. (2)Mr. Strazik and Mr. Piron’s AIP payout was capped at 200% given Business and Individual Performance Factors exceeding overall payout cap of 200%. (3)For Ms. Zingoni and Mr. Piron, cash compensation was originally paid in Euros and converted for purposes of this presentation at an exchange rate of approximately $1.13 per €1.00, based on the 2025 average noon buying rate certified for customs purposes by the U.S. Federal Reserve Bank of New York set forth in the H.10 statistical release of the Federal Reserve Board. (4)Target bonus percentage prorated to reflect partial year of service.
2025 Annual LTI Grants
2025 Annual LTI Grants To determine the 2025 LTI opportunities for our NEOs, the CHCC considered several factors, including market practice, Company performance, individual performance, experience, and the Company’s internal compensation structure, as well as advice from Pay Governance, including analysis of market data sourced from our Peer Group. After such consideration, the CHCC recommended that the independent directors of the Board approve, and they did approve, an increase in Mr. Strazik’s target LTI opportunity from $9.5 million to $11 million. The CHCC also approved an increase in Mr. Baert’s LTI opportunity from $2.5 million to $3.0 million. Notably, the value of these increases is tied to stockholder value creation and Company financial performance, further aligning compensation of Messrs. Strazik and Baert to performance. No other changes were made to NEO LTI opportunities in 2025. The CHCC believes the NEOs’ 2025 LTI awards and their total compensation opportunities reflect their extensive global and prior public company experience and appropriately recognize their individual performances and GE Vernova’s need for an experienced leadership team.
2025 Annual LTI Grants
| Executives | 2024 Annual LTI Target ($MM) | 2025 Annual LTI Target ($MM) | Percent Change | | Scott Strazik | $9.5 | $11 | 16% | | Ken Parks | $3.5 | $3.5 | 0% | | Maví Zingoni | $2.5 | $2.5 | 0% | | Philippe Piron | $2.5 | $2.5 | 0% | | Steven Baert | $2.5 | $3 | 20% | | Rachel Gonzalez | $3.5 | N/A | N/A |
2025 Annual LTI Grants
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2025 Annual LTI Grants
In connection with the grant of the 2025 PSUs, the CHCC approved three-year cumulative financial metric targets for free cash flow*, Adjusted EBITDA* and rTSR for the 2025-2027 performance period. Because the CHCC believes the targets for the 2025 PSUs are considered commercially and competitively sensitive, they will be disclosed at the end of the performance period.
2025 Annual LTI Grants
| 2025 PSU Financial Metrics (3-Year Cumulative) | | 50% 3-year cumulative Free Cash Flow* | | 50% 3-year cumulative Adjusted EBITDA* | | rTSR modifier |
2025 Annual LTI Grants
The payout of the 2025 PSU awards can range from zero for below threshold performance against both performance measures to a maximum of 200% of target, based on the maximum level of achievement of the performance measures. * Non-GAAP financial measure. See Appendix for additional information
2025 Compensation Decisions for our CEO
2025 Compensation Decisions for our CEO Following a strong performance year from the perspective of both stock price returns and internal strategic execution, the CHCC recommended to the independent directors of the Board, who then approved, an increase to Mr. Strazik’s target total annual compensation from $12.9M to $14.8M. Counsel from the compensation consultant, which included analysis of market data sourced from the Peer Group, was considered in sizing these increases and selecting which elements of Mr. Strazik’s compensation to adjust. Of the total increase, 97% was composed of additional LTI opportunity (50% PSUs, 30% RSUs and 20% options) and an increased AIP opportunity, meaning nearly all of Mr. Strazik’s increased compensation for 2025 is linked to the achievement of Company and individual goals, and stock price performance. The increase better aligns Mr. Strazik with the market from the perspective of pay magnitudes and continues to provide strong pay and performance alignment.
2025 CEO Pay Changes Year-Over-Year
| | 2024 Target | 2025 Target | Increase | | | Base Salary | $1,450,000 | $1,500,000 | | +3% | | AIP % (% of Salary) | 135% | 150% | | +11% | | AIP $ | $1,957,500 | $2,250,000 | | +15% | | LTI $ | $9,500,000 | $11,000,000 | | +16% | | Total | $12,907,500 | $14,750,000 | | +14% |
Rachel Gonzalez (2025)
Rachel Gonzalez (2025) As previously disclosed, on January 31, 2025, the Company and Ms. Gonzalez entered into a Mutual Transition and Separation Agreement and Release (the Separation Agreement), and pursuant to the terms of such agreement, Ms. Gonzalez departed the Company on May 16, 2025. Under the Separation Agreement, following her execution of a supplemental release of claims, Ms. Gonzalez became entitled to receive (i) a lump sum payment equal to eighteen (18) months of her then current base salary, (ii) contributions to the cost of COBRA continuation for a period of eighteen (18) months, (iii) reimbursement of expenses reasonably incurred for relocation not to exceed $150,000, (iv) consistent with her employment offer letter with the Company, a pro-rated annual bonus for calendar year 2025 based on Company performance, and (v) consistent with the Company's long-term incentive Good Leaver program: (x) continued vesting of a pro-rated portion of each outstanding equity award of Company common stock held by Ms. Gonzalez, other than her one-time stock option Founders Grant, which was forfeited, for at least one year from the applicable date of grant and (y) the right to exercise outstanding options until the applicable option expiration date. As disclosed in the Summary Compensation Table, Ms. Gonzalez's total compensation in 2025 includes compensation received under the Separation Agreement. These amounts include $9,206 in COBRA contributions, $0 in reimbursed relocation expenses, $1.4M in cash severance, and $11.7M in value realized from the treatment of her qualified outstanding equity awards pursuant to our Good Leaver program. As described on page 43 of this Proxy Statement, the Good Leaver policy allows employees who hold equity to be considered eligible for Good Leaver treatment, upon review and approval. Certain of Ms. Gonzalez's equity awards were determined to be eligible for Good Leaver treatment, resulting in the receipt of $11.7M in value. This value is primarily driven by stock price appreciation and equity holdings provided by GE prior to the Spin-Off (GE Awards). At the time she signed the Separation Agreement, the value of awards Ms. Gonzalez would hold at exit had increased by $19.0M as compared to their target grant values, representing an increase of approximately 156%. Further, of the $11.7M equity value realized, $9.9M is attributable to the GE Awards, whereas only $1.8M is attributable to awards granted by GE Vernova. Equity benefits were provided in exchange for signing the Separation Agreement, which provides the Company legal protection, and are in the best interest of the Company and its stockholders.
R. Gonzalez Compensation Breakdown ($M)
| | Salary, Bonus, Other Comp. | | 2024 Founders Grant (Granted by GEV) | | | Cash Severance | | 2024 Annual Equity Awards (Granted by GEV) | | | 2023 Annual Equity Awards (Granted by GE) | | |
Mavi Zingoni (2026)
Mavi Zingoni (2026) On January 20, 2026, the Company entered into a Mutual Termination Agreement and Final Payment (the Mutual Termination Agreement) with Ms. Zingoni, who had resigned from her position as CEO of the Company’s Power segment, effective January 21, 2026. The Board appointed Eric Gray to serve as CEO of the Power segment to succeed Ms. Zingoni. The Mutual Termination Agreement provides that Ms. Zingoni will depart from the Company on June 30, 2026 (Effective Termination Date) and prior to such departure, remain in an advisory role to ensure the effective handover of her day-to-day duties to Mr. Gray and advise management on business and customer matters. The agreement also provides that through the Effective Termination Date, Ms. Zingoni continues to receive her salary, earned 2025 AIP payout, and other contractual benefits. Ms. Zingoni will be entitled to a prorated AIP payout for her service during 2026, measured at target performance. Ms. Zingoni’s outstanding equity awards will continue to vest through the Effective Termination Date, after which remaining unvested equity awards will be cancelled. In accordance with her local law employment contract in Spain, entered into in connection with joining the Company, Ms. Zingoni is entitled to 60% of her base salary for a period of 12 months after termination, subject to her written agreement to certain non-compete and non-solicit covenants. See the “Employment Agreements and Offer Letters” section below for more information. The Mutual Termination Agreement further includes protections for GE Vernova, including a release of claims, confidentiality, and non-disparagement covenants.
Kim K.W. Rucker
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Pension Value($)(6) | All Other Compensation ($)(7) | Total ($) | | Scott Strazik, Chief Executive Officer | 2025 | 1,469,136 | 0 | 8,514,678 | 2,191,808 | 4,500,000 | 1,054,852 | 289,871 | 18,020,345 | | | 2024 | 1,390,159 | 0 | 14,171,334 | 5,310,664 | 3,206,385 | 48,985 | 198,811 | 24,326,338 | | | 2023 | 1,208,333 | 0 | 2,094,085 | 1,799,987 | 1,550,000 | 607,455 | 70,587 | 7,330,447 | | Ken Parks, Chief Financial Officer | 2025 | 961,150 | 0 | 2,709,341 | 697,427 | 1,805,500 | 0 | 108,955 | 6,282,373 | | | 2024 | 897,124 | 0 | 3,598,548 | 1,689,531 | 1,190,700 | 0 | 104,117 | 7,480,020 | | | 2023 | 225,000 | 2,000,000 | 5,245,818 | 0 | 236,500 | 0 | 182,426 | 7,889,744 | | Maví Zingoni, Former CEO, Power | 2025 | 1,164,540 | 0 | 1,935,342 | 498,249 | 2,223,107 | 0 | 156,517 | 5,977,755 | | | 2024 | 1,114,460 | 506,376 | 3,856,590 | 1,490,382 | 1,497,834 | 0 | 156,552 | 8,622,193 | | | 2023 | 1,114,111 | 1,531,633 | 4,720,501 | 0 | 1,348,074 | 0 | 163,761 | 8,878,080 | | Philippe Piron, CEO, Electrification | 2025 | 904,497 | 0 | 1,935,342 | 498,249 | 1,922,057 | 0 | 159,492 | 5,419,637 | | Steven Baert, Chief People Officer | 2025 | 897,124 | 0 | 2,322,686 | 597,777 | 1,766,250 | 0 | 139,605 | 5,723,442 | | | 2024 | 897,124 | 0 | 4,024,144 | 1,490,382 | 1,247,400 | 0 | 204,841 | 7,863,891 | | | 2023 | 675,000 | 250,000 | 1,743,894 | 0 | 1,043,460 | 0 | 2,170,095 | 5,882,449 | | Rachel Gonzalez, Former General Counsel | 2025 | 362,300 | 0 | 11,644,486 | 72,583 | 522,616 | 0 | 1,377,206 | 13,979,192 | | | 2024 | 897,124 | 0 | 5,634,044 | 1,689,531 | 1,134,000 | 0 | 109,544 | 9,464,243 | | | 2023 | 675,000 | 0 | 2,441,447 | 0 | 1,043,460 | 0 | 949,160 | 5,109,067 |
Pension Benefits Table
Pension Benefits Table The table below shows the present value of the accumulated benefit under each plan as of December 31, 2025.
Pension Benefits Table
| Name | Number of Years Credited Service (#)(1) | Present Value of Accumulated Benefit ($)(2) | | | | Payment During Last Fiscal Year | | | | Pension Plan | Supplementary Pension Benefit | Executive Retirement Benefit | Excess Benefits Plan | | | Scott Strazik | 20 | 671,827 | 3,003,788 | 1,268,880 | 0 | 0 | | Ken Parks | — | — | — | — | — | — | | Mavi Zingoni | — | — | — | — | — | — | | Philippe Piron | — | — | — | — | — | — | | Steven Baert | — | — | — | — | — | — | | Rachel Gonzalez | — | — | — | — | — | — |
Pension Benefits Table
(1)No further accruals of benefits under the Pension Plan and the Supplementary Pension benefit are permitted for service after 2020. For purposes of the Executive Retirement Benefit, Mr. Strazik’s credited service is limited to his service on and after January 1, 2021. None of Messrs. Parks, Baert, or Piron or Mses. Gonzalez or Zingoni, were eligible to participate in these plans. (2)The accumulated benefit is based on years of service and earnings (base salary and bonus) considered by the plans for the period through December 31, 2025. It also includes the value of contributions made by the executive. For purposes of calculating the present value, we assume that Mr. Strazik will remain in service until the age at which he may retire without any reduction in benefits, which is age 60 for the Pension Plan and the Supplementary Pension benefit and age 65 for the Executive Retirement Benefit. We also assume that benefits are payable under available forms of annuity consistent with assumptions used for annual pension valuations. These assumptions include the statutory discount rate assumption of 5.39% for the Pension Plan and 5.39% for the Supplementary Pension Plan and Excess Benefits Plan. The postretirement mortality assumption used for present value calculations for U.S. retirees is the Pri2012 Healthy Retiree mortality table projected to 2016, adjusted for company experience and factoring in projected generational improvements.
Pension Benefits Table
| 2026 Proxy Statement | 67 |
Pension Benefits Table
Deferred compensation
Nonqualified Deferred Compensation Table
Nonqualified Deferred Compensation Table
Nonqualified Deferred Compensation Table
| Name | Executive Contribution in Last Fiscal year ($) | Registrant Contribution in Last Fiscal year ($)(1) | Aggregate Earnings in Last Fiscal Year | Aggregate/ Withdrawals Distributions ($) | Aggregate Balance at Last Fiscal Year End | | Scott Strazik | — | — | — | — | — | | Ken Parks | — | 84,455 | 7,098 | — | 138,479 | | Mavi Zingoni | — | — | — | — | — | | Philippe Piron | — | — | — | — | — | | Steven Baert | — | 81,958 | 17,916 | — | 201,171 | | Rachel Gonzalez | — | — | 17,118 | — | 118,115 |
Nonqualified Deferred Compensation Table
(1)These credits under the Restoration Plan were accrued on December 15, 2025 and credited to the participant's plan balance in January 2026. Such amounts are reported as compensation in the Summary Compensation Table above. Ms. Gonzalez was not eligible for the credit for 2025 because her employment ended before December 15, 2025 and she did not qualify otherwise. Ms. Gonzalez was not vested in her balance because she did not have 3 years of service. Potential payments upon termination or change in control In this section, we describe and quantify certain compensation that would have been payable under existing compensation plans and arrangements had one of our NEO’s employment terminated on December 31, 2025. For this hypothetical calculation, we have used each NEO’s compensation and service levels as of this date (and, where applicable, GE Vernova’s closing stock price on the NYSE on December 31, 2025). Because many factors (e.g., the time of year when the event occurs, GE Vernova’s stock price, and the NEO’s age) could affect the nature and amount of benefits an NEO could potentially receive, any amounts paid or distributed upon a future termination may be different from those shown in the tables below. The amounts shown are in addition to benefits generally available to salaried employees, such as distributions under the Retirement Savings Plan.
Nonqualified Deferred Compensation Table
| 68 | GE Vernova |
Potential Termination Payments (Pension Benefits)
Potential Termination Payments (Pension Benefits) Mr. Strazik is our only named executive officer participating in defined benefit pension plans. The years of credited service and the present value of accumulated benefits are shown under “Pension Benefits” above. The table below shows the pension benefits that would have become payable if Mr. Strazik had died, become disabled, voluntarily terminated, or retired on December 31, 2025. The amounts payable depend on several factors, including employee contributions and the ages of the named executive and surviving spouse.
Potential Termination Payments (Pension Benefits)
| Name | Lump Sum Upon Death ($)(1) | Annual Benefit Upon Death ($)(2) | Annual Benefit Upon Disability ($)(3) | Annual benefit Upon Voluntary Termination ($)(4) | Annual Benefit Upon Retirement ($)(5) | | Scott Strazik | 1,680,937 | 352,778 | 808,356 | 85,152 | N/A |
Potential Termination Payments (Pension Benefits)
(1)Lump sum payable to the surviving spouse after death. Because Mr. Strazik has more than 15 years of service, the Supplementary Pension benefit is payable in a lump sum based on whichever of the following has a higher value: (1) the 50% survivor annuity that the spouse would have received under this plan if Mr. Strazik had retired at age 60 and elected the spousal 50% joint and survivor annuity option prior to death, or (2) five years of pension distributions under this plan. (2)The annual amount is payable for the life of the surviving spouse as the Pension Plan benefit, except that a portion may be payable in 10 annual installments as the Executive Retirement Benefit. Mr. Strazik’s beneficiaries may receive the following Executive Retirement Benefit: 10 equal annual installments of the accrued benefit, reduced by up to 25% for commencement before attaining age 65. Under the Pension Plan, because Mr. Strazik has more than 15 years of service, the benefit is payable either as an annuity, starting when he would have reached age 60 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. (3)The annual amount includes the 50% joint and survivor annuity as the Pension Plan and Supplementary Pension benefits, except that a portion may be payable in 10 annual installment payments as the Executive Retirement Benefit, in each case commencing after disability. In the event a disability occurs before age 60, Mr. Strazik, having more than 15 years of service, may receive an annuity payment of accrued Pension and Supplementary Pension benefits, and 10 equal annual installments of his Executive Retirement Benefit. (4)The annual amount includes the 50% joint and survivor annuity payable at age 60 under the Pension Plan; this does not include any payments under the Supplementary Pension Plan (either the Supplementary Pension benefit or the Executive Retirement Benefit) because they are forfeited upon voluntary termination before age 60. (5)Not eligible to retire.
Potential Termination Payments (Life Insurance Benefits)
| Year (a) | Summary Compensation Table Total for PEO(1) (b) | Compensation Actually Paid to PEO(2) (c) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(1) (d) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(2) (e) | Value of Initial Fixed $100 Investment Based on: | | Net Income (h) | Adjusted EBITDA*(4) (i) | | | | | | | Total Shareholder Return (f) | Peer Group Total Shareholder Return(3) (g) | | | | 2025 | $18,020,345 | $119,347,311 | $7,476,480 | $27,840,444 | $468 | $128 | $4,879,123,748 | $3,196,405,462 | | 2024 | $24,326,338 | $93,739,301 | $8,374,408 | $26,111,218 | $235 | $107 | $1,558,985,542 | $2,035,409,899 |
Compensation Actually Paid v. TSR
Compensation Actually Paid v. TSR
Compensation Actually Paid v. TSR
| | Compensation Actually Paid to PEO | | Compensation Actually Paid to non-PEO NEOs | | | Company TSR | | Peer Group TSR |
Compensation Actually Paid v. Net Income
Compensation Actually Paid v. Net Income
Compensation Actually Paid v. Net Income
| | Compensation Actually Paid to PEO | | Compensation Actually Paid to non-PEO NEOs | | | Net Income | | |
Compensation Actually Paid v. Net Income
| 2026 Proxy Statement | 75 |
Compensation Actually Paid v. Adjusted EBITDA*
Compensation Actually Paid v. Adjusted EBITDA*
Compensation Actually Paid v. Adjusted EBITDA*
| | Compensation Actually Paid to PEO | | Compensation Actually Paid to non-PEO NEOs | | | Adjusted EBITDA* | | |
Compensation Actually Paid v. Adjusted EBITDA*
* Non-GAAP financial measure. See Appendix for additional information. CEO pay ratio Following is a reasonable estimate, prepared under applicable SEC rules, of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of our other employees. We identified our median employee based on our workforce as of October 1, 2025. We determined the median employee from our workforce, determined in accordance with SEC rules, of 79,199 persons (excluding our CEO) based on annualized base salary for all full and part-time employees employed as of October 1, 2025 converted to USD. The annual total compensation of our median employee (other than the CEO) for 2025 was $63,902. As disclosed in the Summary Compensation Table appearing on page 58, our CEO’s annual total compensation for 2025 was $18,020,345. Based on the foregoing, our estimate of the ratio of the annual total compensation of our CEO to the median of the annual total compensation of all other employees was 282 to 1. Given the different methodologies that various public companies will use to determine an estimate of their pay ratio, the estimated ratio reported above should not be used as a basis for comparison between companies.
Compensation Actually Paid v. Adjusted EBITDA*
| 76 | GE Vernova |
Compensation Actually Paid v. Adjusted EBITDA*
| PROPOSAL 3: | | RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026 Review and Engagement The Audit Committee is responsible for the appointment, compensation (including advance approval of audit fees), retention, and oversight of the independent auditor that audits our financial statements and our internal control over financial reporting. In accordance with its charter, the Audit Committee has selected Deloitte & Touche LLP (Deloitte), an independent registered public accounting firm, to be our auditor for the fiscal year ending December 31, 2026. The Audit Committee believes that this selection is in the best interests of GE Vernova and its stockholders and, therefore, recommends to stockholders that they ratify that appointment. Prior to the selection of Deloitte as the Company’s independent auditor, the Audit Committee considered various factors, including: •Deloitte’s capability and expertise to audit our financial statements and provide us with non-audit services in light of the breadth and complexity of our global operations •Deloitte’s independence •The appropriateness of Deloitte’s fees for audit and non-audit services •Deloitte’s reputation for integrity and competence in the fields of accounting and auditing •The level of service provided by the firm A representative of Deloitte will be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and will be available to respond to appropriate stockholder questions. Fees Paid to Independent Auditor The Audit Committee oversees the audit and non-audit services provided by the independent auditor, approves associated fees, and receives periodic reports on the fees paid. The Audit Committee may authorize Deloitte (along with other accounting firms) to provide non-audit services. Accordingly, the Audit Committee has established the following policies and processes related to non-audit services. We Limit the Non-Audit Services that Deloitte can Provide To minimize relationships that could appear to impair Deloitte’s objectivity, the Audit Committee will only pre-approve permissible, selected types of non-audit services that Deloitte may provide to us (and that otherwise would be permissible under SEC rules). For more detail, see the Audit Committee charter. |
Compensation Actually Paid v. Adjusted EBITDA*
| 2026 Proxy Statement | 77 |