General Electric Co PRE 14A, filed Mar 11, 2021

General Electric Co (GE)

PRE 14A 2021-03-11 For: 2021-05-04

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1	Letter from the Lead Director
1	Letter from the Lead Director
2	GE’s Purpose, Strategy and Progress
4	Voting Roadmap	Significant Information in this Section
5	Notice of Annual Meeting	Significant Information in this Section
6	Governance
6	Governance
	Election of Directors	8	Nominee Biographies
7	Board Nominees	15	Board Leadership Structure
7	Qualifications and Attributes	18	Risk Oversight
7	Key Corporate Governance Practices	22	Investor Outreach
8	Nominee Biographies	24	Board Meeting Attendance	General Electric Company Executive Offices 5 Necco Street Boston, MA 02210
12	Board Composition	14	Director Independence
15	Board Leadership Structure	12	Director Qualifications
16	Board Operations	12	Director Term Limits
18	Key Areas of Board Oversight	24	Overboarding Policy
21	Board Governance Practices	24	Political Spending Oversight
22	How We Get Feedback from Investors	25	Related Person Transactions
24	Other Governance Policies & Practices	25	Stock Ownership for Executives & Directors
25	Stock Ownership Information	25	Stock Ownership for Executives & Directors
27	Compensation
27	Compensation
27	Letter from the Management Development & Compensation Committee	53	Peer Group and Benchmarking	WHY ARE WE SENDING YOU THESE MATERIALS On behalf of our Board of Directors, we are making these materials available to you (beginning on or about March 23, 2021) in connection with GE’s solicitation of proxies for our 2021 annual meeting of shareholders.
27		35	CEO Performance Evaluation
	MANAGEMENT PROPOSAL NO. 1 Advisory Approval of Our Named Executives’ Pay	48	Employment and Separation Agreements
		48	Employment and Separation Agreements
29	Overview of Our Executive Compensation Program	50	Severance Benefits
30	Overview of Our Incentive Compensation Plans	51	Death Benefits
35	Compensation Actions for 2020	53	Succession Planning
39	Summary Compensation	30	Pay for Performance
41	Long-Term Incentive Compensation	53	Our Policies on Compensation Consultants
44	Deferred Compensation		Our Policies on Compensation Consultants
46	Pension Benefits	54	Share Ownership Requirements
48	Potential Termination Payments		Share Ownership Requirements
53	Other Executive Compensation Practices & Policies	54	Hedging Policy	WHAT DO WE NEED FROM YOU? Please read these materials and submit your vote and proxy by mobile device or the Internet, or, if you received your materials by mail, you can also submit your vote and proxy by telephone or complete and return your proxy card or voting instruction form.
54	Explanation of Non-GAAP Financial Measures and Performance Metrics	54	Pledging Policy
54		54	Dividend Equivalents Policy
55	CEO Pay Ratio
55	Director Compensation
57	Audit
57	Audit
	MANAGEMENT PROPOSAL NO. 2	58	Auditor Fees
	Ratification of Deloitte as Independent Auditor for 2021	57	Auditor Tenure
57	Independent Auditor Rotation
57	Independent Auditor Information
59	Audit Committee Report
60	Reverse Stock Split
	MANAGEMENT PROPOSAL NO. 3 Approval of a Reverse Stock Split and Reduction in our Authorized Stock and Par Value
60	Reverse Stock Split and Reduction in Authorized Stock and Par Value			WHERE CAN YOU FIND MORE INFORMATION? 2020 Annual Report https://www.ge.com/investor-relations/annual-report 2020 Diversity Annual Report https://www.ge.com/about-us/ diversity 2021 Proxy Statement https://www.ge.com/proxy 2021 Sustainability Report To be published later this year https://www.ge.com/ sustainability
64	Shareholder Proposals
64	Shareholder Proposals
64	SHAREHOLDER PROPOSAL NO. 1 Multiple Candidate Elections	68	Deadlines for 2022
64	SHAREHOLDER PROPOSAL NO. 1 Multiple Candidate Elections	68	Proxy Access
65	SHAREHOLDER PROPOSAL NO. 2 Independent Board Chairman
	SHAREHOLDER PROPOSAL NO. 2 Independent Board Chairman
66	SHAREHOLDER PROPOSAL NO. 3 Report on Net Zero Indicator
	SHAREHOLDER PROPOSAL NO. 3 Report on Net Zero Indicator
68	Submitting 2022 Proposals
69	Voting and Meeting Information
69	Proxy Solicitation & Document Request Information
69	Voting Information	Also see “Acronyms Used” on page 73 for a guide to the acronyms used throughout this proxy statement.
71	Meeting Information
72	Appendix A
72	Reverse Stock Split Form of Charter Amendment
73	Helpful Resources

OUR PURPOSE We rise to the challenge of building a world that works. Investing in strategic sectors for society’s future. Leading with technology, solving sustainable development challenges, and partnering to resolve local needs. Energy Transition Transforming millions of lives with access to reliable, affordable, and cleaner electricity.
Precision Health Building an intelligence-based healthcare system and a healthier world with more integrated, efficient, and personalized care.
Future Of Flight Partnering to facilitate recovery of the commercial aviation industry and help airlines achieve their sustainability goals.
How We Govern Our Company Holding ourselves and our partners accountable to the highest standards of integrity and competitiveness.
How We Invest In Our Communities Our approach to social impact is embedded in our business strategy. Fostering innovation, building infrastructure, and shaping the diverse workforce of tomorrow.

2		Solidifying our Financial Position		We reduced debt by about $16 billion in 2020 and by $30 billion since the beginning of 2019. We entered 2021 with $37 billion of liquidity, giving us that capacity to weather continued volatility, further de-lever, and focus on organic growth.
3		Driving long-term profitable growth		Lean Our lean operating philosophy supports our long-term growth strategies by emphasizing customer focus, elimination of waste, and ruthless prioritization of work to improve safety, quality, delivery, and cost. Lean principles help us examine processes and continually improve them by solving problems at their root cause.

OUR STRATEGY

1	Continuing to Strengthen our businesses	Leadership Strengthening our businesses begins with building the best team. Over the last two years we have continued to build our world-class team, with new leaders joining our strong bench of GE talent. These leaders are playing a critical role in GE’s transformation, and we are committed to the leadership behaviors of humility, transparency, and focus.


AVIATION MISSION Providing customers with engines, components, avionics and systems for commercial, military and business & general aviation aircraft and a global service network to support these offerings UNITS Commercial, Military, Systems & Other INSTALLED BASE ~37,700 commercial aircraft engines¹and ~26,500 military aircraft engines CEO John Slattery EMPLOYEES ~40,000 PROGRESS ●As commercial airlines lost a half-trillion dollars in revenue and saw demand drop by more than 65 percent², Aviation supported our global customers throughout, helping them manage their fleets and maintenance plans as they sought to conserve cash. ●Aviation improved margins through the year and delivered nearly breakeven free cash flow. ●Our LEAP backlog stands at approximately 9,600 engines. ¹Including GE and its joint venture partners ²IATA data, November 24, 2020	HEALTHCARE MISSION Operating at the center of an ecosystem working toward precision health – digitizing healthcare, helping drive productivity and improving outcomes across the health system UNITS Healthcare Systems, Pharmaceutical Diagnostics, BioPharma (this business was sold on March 31, 2020) INSTALLED BASE 4M+ healthcare installations CEO Kieran Murphy EMPLOYEES ~47,000 PROGRESS ●Healthcare grew revenue organically and delivered strong margin and cash performance. ●In 2020, the team increased output for critical medical equipment helping doctors diagnose and treat patients with COVID-19, including quadrupling ventilator production. ●We invested for the future, launching more than 40 new products.	CAPITAL MISSION Designing and delivering innovative financial solutions for GE Industrial customers in markets around the world UNITS GE Capital Aviation Services (GECAS), Energy Financial Services (EFS), Working Capital Solutions (WCS), Insurance CEO Jennifer VanBelle EMPLOYEES ~2,000 PROGRESS ●GE Capital continued to support our industrial businesses and reduce overall risk while navigating significant industry disruption. ●With lower debt and a broader commercial market recovery, we expect GE Capital earnings to improve.

1	2	3	4
Director Elections	Compensation	Audit	Reverse Stock Split

Election of directors	Advisory approval of our named executives’ pay	Ratification of Deloitte as independent auditor for 2021	Approve a reverse stock split and reduction in our authorized stock and par value

	See page 27 for a Letter from the Management Development & Compensation Committee that discusses the Committee’s actions over the past year.

Your Board recommends a vote FOR each director nominee	Your Board recommends a vote FOR this proposal	Your Board recommends a vote FOR this proposal	Your Board recommends a vote FOR this proposal
See page 6	See page 27	See page 57	See page 60

2021 Shareholder Proposals	SHAREHOLDER PROPOSAL NO. 1	SHAREHOLDER PROPOSAL NO. 2	SHAREHOLDER PROPOSAL NO. 3
2021 Shareholder Proposals	Multiple Candidate Elections	Independent Board Chairman	Report on Net Zero Indicator
Your vote is needed on three proposals:	Your Board recommends a vote AGAINST Shareholder Proposals 1 and 2		Your Board recommends a vote FOR Shareholder Proposal 3
See page 64			Your Board recommends a vote FOR Shareholder Proposal 3

You are invited to participate in GE’s 2021 Annual Meeting. If you were a GE shareholder at the close of business on March 8, 2021, you are entitled to vote at the Annual Meeting. Even if you plan to attend the live webcast, we encourage you to submit your vote as soon as possible through one of the methods below. Cordially, MIKE HOLSTON, SECRETARY Agenda
1	Elect the 11 director nominees named in the proxy for the coming year
		FOR each director nominee	Page 6
2	Approve our named executives’ compensation in advisory vote
		FOR	Page 27
3	Ratify the selection of Deloitte as independent auditor for 2021
		FOR	Page 57
4	Approve a reverse stock split and reduction in our authorized stock and par value
		FOR	Page 60
5	Vote on the shareholder proposals included in the proxy, if properly presented at the meeting
	AGAINST proposals 1 and 2 FOR proposal 3		Page 64
Shareholders also will transact any other business that properly comes before the meeting

HOW YOU CAN VOTE
	Via the internet at www.proxyvote.com			By Telephone Call the telephone number on your proxy card, voting instruction form or notice			By Mail Sign, date and return your proxy card or voting instruction form

		Board Rhythm
		6/year Regular meetings	1/year Strategy session	1/year Board self-evaluation	2020 MEETINGS Over 35 meetings of the full Board and committees, including 3 meetings of the independent directors
Chair	Lead Director	2+/year	2+/year	Calls
Larry Culp	Tom Horton	Business visits for each director	Governance & investor feedback reviews	Between meetings

TENURE 4.1 years average tenure Our Board term limit is 15 years			AGE Our Board age limit is 75 years
6 Newer	3 Medium-tenured	2 Longer-tenured	6 <60 years	5 60-70 years	0 >70 years
(<3 years)	(4-6 years)	(>6 years)

DIVERSITY OF GENDER AND BACKGROUND 2 of 4 Board leadership positions are held by women Our policy is to build a cognitively diverse board representing a range of backgrounds			INDEPENDENCE 91% Board independence All director nominees except our CEO are independent and meet heightened independence standards for our audit, compensation and governance committees
4 Female	2 Ethnically diverse	3 Born outside U.S.	10 Independent	1 Not Independent
(36%)	(18%)	(27%)

	PRIMARY QUALIFICATIONS AND ATTRIBUTES
		GE COMMITTEES
NAME		A	C	G
Sébastien Bazin
Ashton Carter
H. Lawrence Culp, Jr.
Francisco D’Souza
Edward Garden
Thomas Horton
Risa Lavizzo-Mourey
Catherine Lesjak
Paula Rosput Reynolds
Leslie Seidman
James Tisch

BOARD

Recent Focus Areas
●Health and safety of employees and communities ●Oversight of risk management and governance for COVID-19-related uncertainty ●Capital structure and liquidity, particularly reducing leverage and de-risking the balance sheet ●Business performance and long-term strategy reviews ●Strategy for the energy transition		●Cybersecurity ●Leadership transitions, particularly for the CFO and Aviation CEO ●Boeing 737MAX safe return to flight ●Enterprise risk management ●Oversight of Healthcare product development and market dynamics ●GE Capital and Insurance

●	10 out of 11 director nominees are independent
●	Annual election of all directors by majority voting
●	No supermajority provisions in governing documents
●	Annual review of Board leadership structure
●	Annual Board and committee self-evaluations
●	Board-level oversight of ESG
●	Strong lead director with clearly delineated duties
●	Regular executive sessions of independent directors
●	Board and committees may hire outside advisors independently of management
●	Proactive year-round shareholder engagement program
●	Clawback policy that applies to all cash and equity incentive awards
●	Anti-hedging and anti-pledging provisions
●	Strong stock ownership guidelines and retention provisions
●	“Overboarding” limits
●	No poison pill or dual-class shares
●	Encourage all directors to make at least two business visits per year without senior management present
●	Shareholder right to call special meetings (at 10%)
●	Proxy access by-law provisions on market terms

Board Leadership
CHAIRMAN		LEAD DIRECTOR \| CHAIR: Management Development & Compensation Committee


H. Lawrence Culp, Jr. Director Since: 2018 Age: 57 Birthplace: United States		Thomas Horton Director Since: 2018 Age: 59 Birthplace: United States Independent
	Qualifications		Qualifications
Chairman and CEO, General Electric, Boston, MA (since September 2018)		Partner, Global Infrastructure Partners, an infrastructure investment fund, New York, NY (since 2019)
Prior Business Experience ●Senior Advisor, Bain Capital Private Equity, a global private equity firm (2017–2018) ●Senior Lecturer, Harvard Business School (2015–2018) ●Former CEO and President, Danaher (2001–2014), a global science and technology company operating in the healthcare, environmental and applied-end markets; joined Danaher subsidiary Veeder-Root in 1990, serving in a number of leadership positions within Danaher, including COO and, following his retirement, Senior Advisor (2014–2016) Current Public Company Boards ●General Electric Past Public Company Boards ●GlaxoSmithKline ●Danaher ●T. Rowe Price Group Other Positions ●Member and former Chairman, Board of Visitors & Governors, Washington College ●Member, Board of Trustees, Wake Forest University Education ●Washington College ●MBA, Harvard Business School		Prior Business Experience ●Senior Advisor, Warburg Pincus LLC, a private equity firm focused on growth investing (2015–2019) ●Chairman, American Airlines Group, one of the largest global airlines (formed following the merger of AMR Corp and US Airways) (2013–2014) ●Chairman and CEO, American Airlines (2011–2014) ●Chairman and CEO, AMR (parent company of American Airlines) (2010–2013) ●EVP and CFO, AMR (2006–2010) ●Vice Chairman and CFO, AT&T (2002–2006) ●SVP and CFO, AMR (2000– 2002); joined AMR in 1985, serving in various finance and management roles Current Public Company Boards ●General Electric ●EnLink Midstream ●Walmart (lead director) Past Public Company Boards ●Qualcomm Other Positions ●Executive Board Member, Cox School of Business, Southern Methodist University ●Board Member, National Air and Space Museum Education ●Baylor University ●MBA, Southern Methodist University

ATTENDANCE	QUALIFICATIONS AND ATTRIBUTES			COMMITTEES
All director nominees attended at least 75% of the meetings of the Board and committees on which they served in 2020, and on average we had a 98% attendance rate in 2020.		Industry & Operations	Risk Management	A	Audit Committee	Member
		Finance & Accounting	Government & Regulatory	C	Compensation Committee	Chair
		Investor	Global	G	Governance Committee	Financial Expert
		Technology	Gender/Ethnic Diversity		Governance Committee	Financial Expert

Board Leadership
CHAIR: Audit Committee		CHAIR: Governance & Public Affairs Committee


Leslie Seidman Director Since: 2018 Age: 58 Birthplace: United States Independent		Risa Lavizzo-Mourey Director Since: 2017 Age: 66 Birthplace: United States Independent		Sébastien Bazin Director Since: 2016 Age: 59 Birthplace: France Independent
	Qualifications		Qualifications		Qualifications
Former Chairman, Financial Accounting Standards Board (FASB), independent organization responsible for financial accounting and reporting standards, Norwalk, CT (2010–2013)		Professor emeritus, University of Pennsylvania, Philadelphia, PA (since 2018) and Former President and CEO, Robert Wood Johnson Foundation, Princeton, NJ (2003–2017)		Chairman and CEO, AccorHotels, a global hotel company, Paris, France (since 2013)
Prior Business Experience ●Board Member, FASB (2003–2013) ●Financial reporting consultant (1999–2003) ●Staff Member, FASB (1994–1999) ●Vice President, Accounting Policy, JP Morgan (1987–1994) ●Auditor, Arthur Young (1984–1987) Current Public Company Boards ●General Electric ●Moody’s, provider of credit ratings, research and analytical tools (chairman, Audit Committee) Other Positions ●Advisor, Idaciti ●Founding Director, Pace University Center for Excellence in Financial Reporting (2014–2018) ●Board of Governors, Financial Industry Regulatory Authority (FINRA) (2014–2019) Education ●Colgate University ●MS (Accounting), New York University Certifications ●Certified Public Accountant (Inactive) ●Cybersecurity Oversight CERT, Carnegie Mellon University and NACD ●ESG Oversight certification (GCB.D)		Prior Business Experience ●SVP, Robert Wood Johnson Foundation, largest U.S. philanthropic organization dedicated to healthcare (2001–2003) Prior Academic Experience ●Sylvan Eisman Professor of Medicine and Health Care Systems (1995–2001), Director, Institute on Aging (1994–2002), Chief of Geriatric Medicine (1986–1992), University of Pennsylvania Medical School Prior Government Experience ●Advisory Committee Member, President’s Advisory Commission on Consumer Protection and Quality in the Health Care Industry (1997–1998) ●Deputy Administrator, Agency for Health Care Research and Quality (1992–1994) ●Co-Chair, White House Health Care Reform Task Force, Working Group on Quality of Care (1993–1994) ●Advisory Committee Member, Task Force on Aging Research (1985–1992) ●Advisory Committee Member, National Committee for Vital and Health Statistics (1988–1992) Current Public Company Boards ●General Electric ●Intel ●Merck Past Public Company Boards ●Genworth Financial ●Beckman Coulter ●Hess Other Positions ●Trustee, Smithsonian Institution Board of Regents ●Board of Fellows, Harvard Medical School ●Member, National Academy of Medicine Education ●U. of Washington & SUNY Stony Brook ●MD, Harvard Medical School ●MBA, University of Pennsylvania		Prior Business Experience ●CEO, Europe Colony Capital, a private investment firm (1997–2013) ●Group Managing Director, CEO and General Manager, Immobilière Hôtelière (1992–1997) ●Began career in 1985 in U.S. finance sector, becoming Vice President, M&A, PaineWebber Current Public Company Boards ●General Electric ●AccorHotels ●Huazhu Group* Past Public Company Boards ●Vice Chairman, Carrefour, a multinational French retailer Other Positions ●Vice Chairman, Supervisory Board, Gustave Roussy Foundation, cancer research funding ●Chairman, Théâtre du Châtelet ●Chairman, Strategic Partnerships Committee, Safar Ventures Education ●Sorbonne University ●MA (Economics), Sorbonne University * Directorship held in his capacity as CEO of AccorHotels. See “Limits on Director Service on Other Public Boards” on page 24 for more information.


Ashton Carter Director Since: 2020 Age: 66 Birthplace: United States Independent		Francisco D’Souza Director Since: 2013 Age: 52 Birthplace: Kenya Independent		Edward Garden Director Since: 2017 Age: 59 Birthplace: United States Independent
	Qualifications		Qualifications		Qualifications
Director, Belfer Center for Science and International Affairs, Harvard Kennedy School, Cambridge, MA (since 2017)		Former CEO Cognizant Technology Solutions Corporation, a multinational IT company, Teaneck, NJ (2007-2019)		Chief Investment Officer and Founding Partner, Trian Fund Management, L.P., an investment management firm, New York, NY (since 2005)
Prior Government Experience ●Secretary, U.S. Department of Defense (2015-2017) ●Deputy Secretary and Chief Operating Officer, U.S. Department of Defense, responsible for oversight of personnel and management (2011-2013) ●Under Secretary of Defense for Acquisition, Technology and Logistics, U.S. Department of Defense, responsible for global logistics and procurement (2009-2011) ●Assistant Secretary of Defense for International Security Policy U.S. Department of Defense (1993-1996) ●Began career with U.S. Department of Defense in 1981 as a program analyst Prior Academic Experience ●Prior teaching positions: Stanford University (2014-2015); Harvard Kennedy School (1984-1993; 1997-2009); and Massachusetts Institute of Technology (1982-1984) Prior Business Experience ●Senior Partner, Global Technology Partners (1998-2009) Current Public Company Boards ●General Electric ●Delta Air Lines Other Positions ●Fellow, American Academy of Arts & Sciences ●Director, Council on Foreign Relations Education ●Yale University ●PhD (Theoretical physics), Oxford University		Prior Business Experience ●CEO, Cognizant (2007–2019) ●President, Cognizant (2007–2012) ●COO, Cognizant (2003–2006) ●Co-founded Cognizant (1994) ●Previously held various roles at Dun & Bradstreet Current Public Company Boards ●General Electric ●MongoDB Past Public Company Boards ●Cognizant Other Positions ●Chairman, IT and Electronics Governors community, World Economic Forum ●Board Co-Chair, New York Hall of Science ●Trustee, Carnegie Mellon University ●International Advisory Panel Member and Special Advisor to the Board, Banco Santander Education ●University of Macau ●MBA, Carnegie Mellon University		Prior Business Experience ●Vice Chairman and Director, Triarc Companies (subsequently The Wendy’s Company and previously Wendy’s/Arby’s Group) (2004–2007) and Executive Vice President (2003–2004) ●Managing Director, Credit Suisse First Boston (1999–2003) ●Managing Director, BT Alex Brown (1994–1999) Current Public Company Boards ●General Electric ●Invesco Past Public Company Boards ●Legg Mason ●The Bank of New York Mellon ●The Wendy’s Company ●Family Dollar Stores ●Pentair Education ●Harvard College


Catherine Lesjak Director Since: 2019 Age: 62 Birthplace: Canada Independent		Paula Rosput Reynolds Director Since: 2018 Age: 64 Birthplace: United States Independent		James Tisch Director Since: 2010 Age: 68 Birthplace: United States Independent
	Qualifications		Qualifications		Qualifications
Former Chief Financial Officer, HP, a global technology company, and its predecessor, Hewlett-Packard, Palo Alto, CA (2007-2018)		President and CEO, PreferWest LLC, a business advisory firm (since 2009)		President and CEO, Loews Corp., a diversified holding company with subsidiaries involved in energy, insurance, packaging and hospitality, New York, NY (since 1998)
Prior Business Experience ●Interim Chief Operating Officer, HP (2018–2019) ●Interim CEO, Hewlett Packard (2010) ●Senior Vice President and Treasurer, HP (2003–2007) ●Previously served in various leadership positions within the financial organization at HP and Hewlett Packard, including as Global Controller, Software Solutions; Controller and Credit Manager for Commercial Customers; and as Manager, Financial Operations, Enterprise Marketing and Solutions (joined Hewlett Packard in 1986) Current Public Company Boards ●General Electric ●Pros Holdings ●SunPower Other Positions ●Board, Haas School of Business, University of California, Berkeley ●Board of Advisors, Resource Area for Teaching (RAFT) Education ●Stanford University ●MBA, University of California, Berkeley		Prior Business Experience ●Vice Chairman and Chief Restructuring Officer, American International Group (2008–2009) ●Chairman, President and CEO, Safeco Insurance Company of America (2005–2008) ●Chairman and CEO, AGL Resources (1998–2005) ●CEO, Duke Energy Power Services, Duke Energy (1995–1998) ●Previously served in various leadership positions at Associated Power Services, Pacific Gas Transmission Co. and Pacific Gas and Electric Company Current Public Company Boards ●General Electric ●BP ●National Grid UK (Chair) Past Public Company Boards ●Air Products & Chemicals ●Anadarko Petroleum ●BAE Systems ●CBRE Group ●Circuit City Stores ●Coca-Cola Enterprises ●Delta Air Lines ●TransCanada Other Positions ●Trustee, Seattle Cancer Care Alliance Education ●Wellesley College		Current Public Company Boards ●General Electric ●Loews and two of its subsidiaries, CNA Financial, a property and casualty insurance company, and Diamond Offshore Drilling, an offshore drilling contractor* Other Positions ●Co-Chairman, Mount Sinai Medical System ●Former director, Federal Reserve Bank of New York ●Trustee, New York Public Library ●Director, Partnership for New York City ●Member, Council on Foreign Relations ●Member, American Academy of Arts & Sciences Education ●Cornell University ●MBA, University of Pennsylvania * Directorships held in his capacity as President and CEO of Loews. See “Limits on Director Service on Other Public Boards” on page 24 for more information.

●	Board evaluation. Each year, the Board assesses its effectiveness through a process led by its lead director. See “How We Evaluate the Board’s Effectiveness” on page 21.
●	Term limits. The Board has a 15-year term limit for independent directors.
●	Age limits. With limited exceptions, directors may not be renominated to the Board after their 75th birthday.

	Industry & Operations Experience We have sought directors with management and operational experience in the industries in which we compete. For example, in the last four years we have added directors with power, aviation, insurance and technology expertise.
	Finance & Accounting Experience GE uses a broad set of financial metrics to measure its performance, and accurate financial reporting and robust auditing are critical to our success. We have added a number of directors who qualify as audit committee financial experts, and we expect all of our directors to have an understanding of finance and financial reporting processes.
	Investor Experience To promote strong alignment with our investors, we have added directors who have experience overseeing investments and investment decisions. We believe that these directors can help focus management and the Board on the most critical value drivers for the company, including with respect to setting executive compensation targets and objectives.
	Technology Experience As a high-technology industrial company and leading innovator, we seek to add additional directors with technology backgrounds because our success depends on developing and investing in new technologies and ideas. Technology experience has become increasingly important as our products become more reliant on digital applications.
	Risk Management Experience In light of the Board’s role in overseeing risk management and understanding the most significant risks facing the company, including strategic, operational, financial, legal and compliance and reputational risks, we seek directors with experience in risk management and oversight.
	Government & Regulatory Experience We have added directors with experience in governmental and regulatory organizations because many of GE’s businesses are heavily regulated and are directly affected by governmental and regulatory actions.
	Global Experience We seek directors with global business experience because GE’s continued success depends on continuing to grow our businesses outside the United States. For example, in 2020, 56% of our revenue was attributable to activities outside the United States.

1	Succession planning the Governance Committee prioritizes experiences and attributes to support the current and long-term needs of the company, within the context of the current Board structure, diversity, and mix of skills and experience.
2	Identification of candidates the Governance Committee engages in a search process to identify qualified director candidates, which process may include the use of an independent search firm, and assesses candidates’ skills, experience and background and their alignment with the company’s portfolio and strategy.
3	Interviewing candidates qualified director candidates are typically interviewed by the Chairman and CEO, Governance Committee Chair and other members of the Governance Committee, as well as other members of the Board and management, as necessary.
4	Decision and nomination after determining that the director candidate meets the priorities established by the Governance Committee and will serve in the best interests of the company and its shareholders, the Governance Committee recommends, and the full Board approves, director candidates for appointment to the Board and election by shareholders.
5	Election the shareholders consider the nominees and elect directors by majority vote to serve one-year terms.

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

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


	LEAD DIRECTOR also serves as: Management Development & Compensation Committee Chair		CHAIRS The chairs of our Audit and Governance Committees are independent

		CONSIDERATIONS IN SELECTING CURRENT LEAD DIRECTOR
			Tom Horton
		Mr. Horton was first elected to our Board at the 2018 annual meeting. During his tenure on our Board, he has established strong working relationships with his fellow directors and garnered their trust and respect. Furthermore, he has demonstrated strong leadership skills, independent thinking and a deep understanding of our businesses and their industries. The Board’s decision to select Mr. Horton as lead director took into account the tenures and capabilities of each independent director, along with a potential candidate’s willingness and ability to serve as lead director, understanding that the position entails significant responsibility and time commitment. The Board considered that Mr. Horton also serves as lead independent director for Walmart. However, the fact that Walmart also has a separate board chairman mitigated concerns about Mr. Horton’s ability to dedicate sufficient time to the role as GE’s lead director.

Members
Bazin	Garden	Lesjak
Carter	Horton	Reynolds
Culp	Lavizzo-	Seidman
D’Souza	Mourey	Tisch

2020 AREAS OF FOCUS
●Health and safety of employees and communities ●Oversight of risk management and governance for COVID-19-related uncertainty ●Capital structure and liquidity, particularly	reducing leverage and de-risking the balance sheet ●Business performance and long-term strategy reviews ●Strategy for the energy transition ●Cybersecurity ●Leadership transitions,	particularly for the CFO and Aviation CEO ●Boeing 737MAX safe return to flight ●Enterprise risk management ●Oversight of Healthcare product development and market dynamics ●GE Capital and Insurance

1	Before the Meeting	Board committee chairs: prep meetings with management, auditors and outside advisors	Management: internal prep meetings
2	Thursday (Day 1)	Daytime: Board committee meetings and Board meeting	Evening: Informal gathering with senior managers & Board working dinner
3	Friday (Day 2)	Early morning: independent directors’ breakfast session	Late morning: full Board meeting (including reports from each committee chair) followed by an executive session
4	After the Meeting	Management: follow-up sessions to discuss & respond to Board requests

COMMITTEE RESPONSIBILITIES The primary responsibilities of each committee are listed below. For more detail, see the Governance Principles and committee charters (see “Helpful Resources” on page 73)	Recent Activities and Key Focus Areas
	●Completing the process to select an independent auditor for the fiscal-year ending December 31, 2021 and overseeing transition of the auditor ●Overseeing the detailed audit plan and independent audit budget ●Conducting cross-functional reviews with corporate audit staff, tax, IT, controllership and legal teams ●Overseeing changes to leadership and structure of the internal audit staff ●Overseeing material litigation strategy and changes to the compliance and cybersecurity programs	●Overseeing efforts to set new climate goals and revamp disclosure of environmental, social and governance matters ●Overseeing political spending and lobbying disclosure ●Reviewing the Board’s leadership structure and committee composition ●Overseeing management of environmental remediation efforts ●Identifying and recruiting new directors	●Reviewing critical talent to support the needs of GE with focus on human capital management, succession, diversity and talent development ●Overseeing COVID-related retention of critical talent, salary reductions and modification of benefit programs ●Focusing on increased alignment of pay and performance through effective short- and long-term incentive compensation design ●Reviewing shareholder feedback and external benchmarking of compensation practices ●Overseeing cultural shift for GE, prioritizing values of candor, humility and transparency

COMMITTEE OPERATIONS Each committee meets periodically throughout the year, reports its actions to the Board, receives reports from senior management, annually evaluates its performance and can retain outside advisors. Formal meetings are typically supplemented with additional calls and sessions.	Key Responsibilities and Areas of Risk Oversight
	●Oversees GE’s independent auditor, including the audit plan and budget, and monitors independence and performance ●Oversees the effectiveness of GE’s financial reporting processes and systems ●Discusses with auditor and management key reporting practices (including non-GAAP), critical audit matters and new accounting standards ●Monitors the effectiveness of GE’s internal controls ●Reviews and evaluates the scope and performance of the internal audit staff and compliance program ●Oversees the company’s enterprise risk management and cybersecurity programs ●Monitors GE’s significant litigation and investigations	●Oversees the Board’s governance processes, including all significant governance policies and procedures ●Oversees company policies and strategies related to climate change management, political spending & lobbying, human rights, and environment, health & safety ●Reviews Board composition in connection with long-term strategy and identifies new directors for GE ●Oversees Board and committee self-evaluations ●Reviews any Board conflicts of interest, as applicable	●Oversees GE’s executive compensation policies, practices and programs ●Oversees and approves goals and objectives for performance-based equity awards and evaluates performance against those goals ●Evaluates and approves compensation of the CEO ●Oversees compensation policies and practices to ensure that they do not encourage unnecessary risks ●Oversees recruitment, development and retention efforts for all employees


FULL BOARD ●Long-term strategy ●Most significant risks facing GE ●Reviews with each business ●De-leveraging and liquidity ●Energy transition and climate change	AUDIT COMMITTEE ●Financial statements, systems & reporting ●Regulatory, compliance and litigation risks ●Cybersecurity ●Enterprise risk management framework ●Auditors (internal and external)	GOVERNANCE & PUBLIC AFFAIRS COMMITTEE ●Corporate governance ●Public policy ●Environmental, health and safety matters ●Support of full Board’s oversight on climate change	MANAGEMENT DEVELOPMENT & COMPENSATION COMMITTEE ●Human capital management and talent development ●Succession planning ●Executive compensation


OPERATING REVIEWS Quarterly GE CEO reviews with each business on their operating priorities, execution against plan and top risks	ORGANIZATION & TALENT REVIEWS Annual GE CEO review dedicated to organization and critical talent strategy to drive business results, including action plans related to cultural transformation and diversity	LONG-TERM STRATEGY REVIEWS Annual long-range review of business strategy, technology roadmap and competitive position, including investment requirements to deliver sustainable growth	BUDGET PROCESS Annual budget planning process, designed to focus shorter-term financial execution and investments profile to deliver long-term strategic objectives



		How We Evaluate the Board’s Effectiveness ANNUAL EVALUATION PROCESS The Governance Committee oversees and approves the annual formal board evaluation process and determines whether it is appropriate for the evaluations to be conducted by the lead director or an independent consultant each year. In 2020, the evaluation process was conducted by Mr. Horton as the lead director.
	1	Evaluation Questionnaires Directors completed written questionnaires focusing on the performance of the Board and each of its committees.
	2	Individual Interviews The lead director conducted a one-on-one interview with each member of the Board focused on: ●reviewing the Board’s and its committees’ performance over the prior year; and ●identifying areas for potential enhancements of the Board’s and its committees’ processes going forward.
	3	Discussion of Results The lead director reviewed the questionnaire and interview responses with the full Board.
	4	Use of Feedback The Board and each of its committees developed plans to take actions based on the results, as appropriate.
	5	Changes Implemented The 2020 evaluation reaffirmed that changes implemented following the 2018 and 2019 self-evaluation process, such as enhancements to Board and committee materials and elimination of the Finance and Capital Allocation Committee, had resulted in improvements. Other changes coming out of the 2020 self-evaluation included: ●increased focus on talent development and succession planning; and ●augmented focus on oversight of risk and long-term strategy.

GE Participants		How the Board Receives Direct Feedback from Major Institutional Investors
●Independent directors ●Senior management ●Investor relations department ●Legal department ●Human resources department		STRATEGY AND BUSINESS MATTERS From time to time, GE’s independent directors meet with representatives of our shareholders. This complements management’s investor outreach program and allows directors to directly solicit and receive investors’ views on GE’s strategy and performance.		GOVERNANCE AND COMPENSATION MATTERS Our lead director regularly accompanies management on its governance-focused roadshow with a number of significant investors, and other directors join these outreach discussions from time to time. In 2020, our lead director participated in discussions with a number of our largest investors to solicit feedback on executive compensation programs, Board engagement and the Board’s role in overseeing the company’s strategy and portfolio transformation.