GE HealthCare Technologies Inc DEF 14A, filed Apr 10, 2025

GE HealthCare Technologies Inc. (GEHC)

DEF 14A 2025-04-10 For: 2025-05-28

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Added on June 12, 2026

About this DEF 14A

GE HealthCare Technologies Inc filed this DEF 14A on April 10, 2025.

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1	Notice of 2025 Annual Meeting of Stockholders

3	Proxy Statement Summary

9	Corporate Governance Management Proposal No. 1: Election of Directors

9	Nominee Biographies
17	Board Leadership Structure
18	Board Composition
21	Board Committees
22	Key Areas of Board Oversight
27	Board Governance Policies and Practices
33	Stock Ownership Information
34	Director Compensation

36	Compensation Management P roposal N o. 2: A pproval of O ur N amed E xecutive O fficers’ C ompensation in an A dvisory V ote

37	Compensation Discussion and Analysis
	37	Executive Summary
	40	Overview of Our 202 4 Executive Compensation Programs
	41	Compensation Decisions and Outcomes
	48	Compensation Actions for 2024
	53	Other Compensation Elements


	53	Severance and Change in Control Arrangements
	54	Other Executive Compensation Policies and Practices
55	Compensation Committee Report
56	Compensation Tables
70	Other Compensation Disclosures
	70	2024 CEO Pay Ratio
	71	Pay Versus Performance
	73	Equity Compensation Plan Information

74	Independent Auditor Management Proposal No. 3: Ratification of the Appointment of Deloitte & Touche LLP as Our Independent Auditor for the Fiscal Year Ending December 31, 2025

74	Review and Engagement
75	Audit Committee Report
76	Fees Paid to Independent Auditor

77	Stockholder Proposal

79	Submitting 2026 Proposals

80	Voting and Meeting Information

83	Appendix

83	Non-GAAP Financial Measures



Age			Gender
			3 board leadership positions are held by women and 2 are held by men

Birthplace			Independence


Demographic Background			All director nominees except our Chairman and our Chief Executive Officer (“CEO”) are independent and meet applicable heightened independence standards for our Audit Committee, Talent, Culture, and Compensation Committee (“Compensation Committee”), and Governance Committee.



Key Corporate Governance Practices

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



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


	The Board recommends a vote FOR each director nominee


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


	Risa Lavizzo-Mourey \| Independent Lead Director Chair: Governance Committee Committee Memberships Governance Committee Age: 70 Birthplace: United States	Key Skills & Experience •Healthcare Industry •Science and Technology •Risk Management •Government and Legal •Academia and Nonprofit Other Current Public Company Boards •Intel (until May 2025) •Merck Prior Public Company Boards •Hess •General Electric •Better Therapeutics Other Positions •Chair, Smithsonian Institution Board of Regents •Advisory Board Member, National Museum of Natural History •Governor, TIAA •Trustee, Howard Hughes Medical Institute •Board of Advisors, HealthQuest

Professor Emerita, University of Pennsylvania, and Former President and Chief Executive Officer, Robert Wood Johnson Foundation
Dr. Lavizzo-Mourey has served as Lead Director of our Board since the Spin-Off. Dr. Lavizzo-Mourey served as the Robert Wood Johnson Foundation Professor of Health Equity and Health Policy from January 2018 to January 2021. From 2003 to 2017, Dr. Lavizzo-Mourey was the Chief Executive Officer of the Robert Wood Johnson Foundation, where she spearheaded initiatives to reverse the childhood obesity epidemic, create an affordable and inclusive healthcare system, and address social factors associated with adverse health impacts. Dr. Lavizzo-Mourey was a professor at the University of Pennsylvania from 1986 until 2003 where she served as Chief of Geriatric Medicine and Director of the Institute of Aging. She also has extensive government experience in a wide range of roles from 1985 to 1998, including as a Co-Chair of the White House Health Care Reform Task Force and as an Advisory Committee Member on the President’s Advisory Commission on Consumer Protection and Quality in the Health Care Industry. We believe Dr. Lavizzo-Mourey is well-qualified to serve on our Board because of her extensive leadership experience, accomplishments in both academia and nonprofit organizations, and healthcare knowledge.


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


	Rodney F. Hochman \| Independent Committee Memberships Compensation Committee Governance Committee Age: 69 Birthplace: United States	Key Skills & Experience •Healthcare Industry •Finance and Accounting •Science and Technology •Risk Management •Academia and Nonprofit Prior Public Company Boards •Diversey Holdings Other Positions •Fellow of the American College of Rheumatology •Fellow of the American College of Physicians •Advisory Board Member, University of Washington Foster School of Business •Dean’s Advisory Board Member, Boston University School of Medicine •Director, Truveta •Director, LeanTaas

Chief Executive Officer Emeritus, Providence
Dr. Hochman has served as a member of our Board since the Spin-Off. Dr. Hochman has served as Senior Advisor, Healthcare at Bain Capital, LP, a private investment firm, and Chief Executive Officer Emeritus of Providence, a Catholic not-for-profit health system, since January 2025. From 2016 through December 2024, Dr. Hochman served as the President and Chief Executive Officer of Providence. Dr. Hochman also served as a member of the board of Providence until his retirement in December 2024. From 2013 to 2016, he served as the President and Chief Executive Officer of Providence Health & Services, Inc., which merged with St. Joseph Health to form Providence St. Joseph Health (now Providence) in 2016. Before that, he served as the President and Chief Executive Officer of Swedish Medical Center from 2007 to 2012. From 1998 to 2007, Dr. Hochman held various leadership roles within the Sentara Health System. He is former Chair of the American Hospital Association and the Catholic Health Association. We believe Dr. Hochman is well-qualified to serve on our Board because of his extensive leadership experience, finance and accounting expertise, and healthcare knowledge.


	Lloyd W. Howell, Jr. \| Independent Committee Memberships Audit Committee \| Financial Expert Compensation Committee Age: 58 Birthplace: United States	Key Skills & Experience •Healthcare Industry •Finance and Accounting •Science and Technology •Risk Management •Government and Legal Other Current Public Company Boards •Moody’s Prior Public Company Boards •Integra LifeSciences •KLDiscovery Other Positions •Member of Board of Overseers, University of Pennsylvania School of Engineering and Applied Sciences •Director, ManTech International

Executive Director, NFL Players Association, and Former Executive Vice President, Chief Financial Officer, and Treasurer, Booz Allen Hamilton Holding Company
Mr. Howell has served as a member of our Board since the Spin-Off. He has been the Executive Director of the NFL Players Association since July 2023. From July 2016 to October 2022, Mr. Howell served as Executive Vice President, Chief Financial Officer, and Treasurer of Booz Allen Hamilton Holding Company (“Booz Allen”), a professional services company. He then continued as Executive Vice President of Booz Allen from October 2022 through December 2022 to assist Booz Allen with the transition to his retirement. During his more than 34 years at Booz Allen, Mr. Howell held a variety of leadership roles. From 2013 to 2016, he led Booz Allen’s Civil and Commercial Group. Prior to that, he held the position of Executive Vice President, Client Services Office from 2009 to 2013. Since March 2023, Mr. Howell has served as Operating Executive for The Carlyle Group, a global investment firm. We believe Mr. Howell is well-qualified to serve on our Board because of his financial expertise and significant leadership and business experience.


	Catherine Lesjak \| Independent Chair: Audit Committee Committee Memberships Audit Committee \| Financial Expert Age: 66 Birthplace: Canada	Key Skills & Experience •Finance and Accounting •Science and Technology •Risk Management •Global Other Current Public Company Boards •GE Aerospace •PROS Holdings Prior Public Company Boards •SunPower Other Positions •Advisory Board, Haas School of Business, University of California, Berkeley

Former Executive Vice President and Chief Financial Officer, HP, and its predecessor, Hewlett-Packard
Ms. Lesjak was appointed to our Board in December 2022 in connection with the Spin-Off. Ms. Lesjak held a broad range of financial leadership roles over a 32-year career at HP Inc. (formerly Hewlett-Packard Company) (“HP”), a multinational information technology company, from which she retired in March 2019. Most recently, from July 2018 until March 2019, she was the interim Chief Operating Officer of HP. From January 2007 to November 2015, Ms. Lesjak was Executive Vice President and Chief Financial Officer of HP, and from November 2015 to July 2018, she was Chief Financial Officer. Ms. Lesjak served as Interim Chief Executive Officer of HP from August 2010 until November 2010. Prior to being named Chief Financial Officer, Ms. Lesjak served as Senior Vice President and Treasurer of HP. Earlier in her career at HP, she managed financial operations for Enterprise Marketing and Solutions and the Software Global Business Unit. We believe Ms. Lesjak is well-qualified to serve on our Board because of her significant risk management and leadership experience and financial expertise.


	Anne T. Madden \| Independent Committee Memberships Audit Committee \| Financial Expert Governance Committee Age: 60 Birthplace: United States	Key Skills & Experience •Finance and Accounting •Science and Technology •Risk Management •Government and Legal •Global Other Positions •Director, Quantinuum, a subsidiary of Honeywell

Senior Vice President and General Counsel, Honeywell International Inc.
Ms. Madden has served as a member of our Board since the Spin-Off. Since October 2017, Ms. Madden has served as Senior Vice President and General Counsel at Honeywell International Inc. (“Honeywell”), a diversified technology and manufacturing company, where she also served as Corporate Secretary from January 2018 to September 2019. Prior to that, Ms. Madden was Vice President, Corporate Development and Global Head of M&A at Honeywell for sixteen years. During her tenure, Honeywell made approximately 100 acquisitions representing approximately $15 billion in revenues and divested approximately 70 businesses representing close to $9 billion of non-core revenues. Ms. Madden joined AlliedSignal, Honeywell’s predecessor, in 1996 as General Counsel of Fluorine Products and, later that year, became Vice President and General Counsel of Specialty Chemicals and then Vice President and Deputy General Counsel of Performance Materials and Technologies. Earlier in her career, Ms. Madden worked at Shearman & Sterling and KPMG. We believe Ms. Madden is well-qualified to serve on our Board because of her significant risk management, legal, and business experience.


2			GE HEALTHCARE 2025 PROXY STATEMENT


GE HEALTHCARE 2025 PROXY STATEMENT			3


4			GE HEALTHCARE 2025 PROXY STATEMENT


GE HEALTHCARE 2025 PROXY STATEMENT			5


	Tomislav Mihaljevic \| Independent Committee Memberships Compensation Committee Governance Committee Age: 61 Birthplace: Croatia	Key Skills & Experience •Healthcare Industry •Science and Technology •Risk Management •Global •Academia and Nonprofit Prior Public Company Boards •General Electric Other Positions •Board Co-Chair, US-UAE Business Council •Director, Greater Cleveland Partnership •Director, United Way of Greater Cleveland •Board of Directors and Advisory Board, OneTen

Chief Executive Officer and President, Morton L. Mandel CEO Chair, Cleveland Clinic
Dr. Mihaljevic has served as a member of our Board since the Spin-Off. Since January 2018, Dr. Mihaljevic has served as the Director, Chief Executive Officer and President, Morton L. Mandel CEO Chair, of Cleveland Clinic, a global integrated healthcare system. From 2015 to 2017, Dr. Mihaljevic served as Chief Executive Officer of Cleveland Clinic Abu Dhabi (“CCAD”), the first U.S. multi-specialty hospital to be replicated outside of North America. From 2011 to 2015, he was Chief of Staff and Chairman of the Heart & Vascular Institute at CCAD, leading the recruitment, hiring, and training of the new hospital’s workforce. Dr. Mihaljevic joined Cleveland Clinic in 2004 as a surgeon in the Department of Thoracic and Cardiovascular Surgery. We believe Dr. Mihaljevic is well-qualified to serve on our Board because of his significant leadership and risk management experience and healthcare knowledge.


	William J. Stromberg \| Independent Chair: Compensation Committee Committee Memberships Audit Committee \| Financial Expert Compensation Committee Age: 65 Birthplace: United States	Key Skills & Experience •Finance and Accounting •Risk Management •Global •Academia and Nonprofit Prior Public Company Boards •T. Rowe Price Group Other Positions •Advisory Board Chair, Johns Hopkins University Whiting School of Engineering •Board of Trustees Member, Johns Hopkins University

Former Chief Executive Officer, T. Rowe Price Group
Mr. Stromberg has served as a member of our Board since the Spin-Off. Mr. Stromberg served as Interim Chief Investment Officer at Johns Hopkins University from June 2024 to February 2025. From January 2016 through May 2024, Mr. Stromberg was a director of the T. Rowe Price Group, Inc. (“Price Group”), a global investment management firm, and served as the Non-executive Chair of the Price Group board from December 2021 through his retirement from the Price Group board in May 2024. Mr. Stromberg served as the Chief Executive Officer of Price Group from January 2016 to December 2021 and was its President from 2016 to February 2021. Prior to that, Mr. Stromberg was Price Group’s Head of Equity from 2009 to 2015 and the Head of U.S. Equity from 2006 to 2009. Earlier in his career at Price Group, he served as a Director of Equity Research and as a portfolio manager. Before joining Price Group in 1987, he was employed by Westinghouse Defense as a systems engineer. We believe Mr. Stromberg is well-qualified to serve on our Board because of his extensive financial, leadership, and business experience.


	Phoebe L. Yang \| Independent Committee Memberships Audit Committee Governance Committee Age: 56 Birthplace: United States	Key Skills & Experience •Healthcare Industry •Science and Technology •Government and Legal •Global •Academia and Nonprofit Other Current Public Company Boards •Doximity Other Positions •Board of Stewardship Trustee, CommonSpirit Health •Advisor, Brighton Park Capital

Former General Manager, Amazon Web Services, Healthcare
Ms. Yang has served as a member of our Board since the Spin-Off. Ms. Yang was the General Manager of Amazon Web Services, Healthcare, a provider of cloud computing platforms and services, between May 2020 and September 2022. Prior to this role, she was at Ascension, where she served as Chief Strategy Officer for Population Health and as Co-Lead and then Lead Managing Director of Ascension Holdings International. Ms. Yang previously served as a public company senior executive at The Advisory Board Company, Discovery Inc., and AOL Time Warner. Ms. Yang also served as an appointee in two U.S. presidential administrations in the U.S. Department of State and the Federal Communications Commission. We believe Ms. Yang is well-qualified to serve on our Board because of her extensive business, legal, and government experience, both in the U.S. and globally, and her expertise in healthcare, digital transformation, and global expansion.



As of January 2025, Phoebe Yang stepped down from the Compensation Committee and joined the Audit Committee, and Rodney Hochman stepped down from the Audit Committee and joined the Compensation Committee.



			Healthcare Industry Healthcare industry experience helps the Board in understanding opportunities and risks in the industry in which the Company operates			•Relevant experience in the healthcare sector
			Finance and Accounting Financial and accounting skills facilitate effective oversight of the Company’s financial statements, internal controls, independent auditor, and internal audit department			•Current or former role in auditing or accounting, including direct supervision of a Chief Financial Officer or Chief Accounting Officer •Current or former role in the finance industry, a bank, an insurance company, or as a fund manager •Proficiency in complex processes such as financial management, capital allocation, and financial reporting
			Science and Technology Science and technology skills assist with oversight of the Company’s efforts to leverage new technologies and achieve and sustain competitive advantage in products, services, and processes			•Current or former role in the technology sector, including on the board of a technology company, or experience implementing business technology strategies, as well as an understanding of emerging technology trends •Experience working as a medical doctor or scientist •Expertise in digital technology, cybersecurity, digital marketing, or social media
			Risk Management Risk management experience helps the Board oversee the systems and processes in place to identify, analyze, manage, and respond to risk			•Ability to identify key risks in a wide range of areas such as industry developments and legal and regulatory compliance •Experience in, and knowledge and understanding of, managing major risk exposures, such as significant financial, operational, compliance, reputational, strategic, international, political, and cybersecurity risks for large, complex organizations
			Government and Legal Government and legal expertise aids the Board in understanding relevant legislative, regulatory, and policy requirements			•Current or former role in the government or a regulated industry, resulting in insight and perspective on working effectively with governments and agencies •Current or former executive role in a governmental organization, body, entity, or institution •Public or private sector experience in economic policy development and analysis •Current or former practicing lawyer
			Global Global market knowledge and business acumen provide insight into market trends, macroeconomic factors, socio-political changes, and political unrest or conflict that affect the Company			•Current or former executive or advisory role in a global enterprise and understanding of diverse business environments, economic conditions, cultures, and regulatory frameworks •Other relevant knowledge of or experience conducting business or operations in the global markets in which we operate, and a broad perspective on global market opportunities •Experience working on international policy or related issues, resulting in international business, political, and cultural perspectives and insights
			Academia and Nonprofit Experience in academia and the nonprofit sector provides insight regarding the needs of key customers and partners			•Experience in teaching or managing in academic institutions •Experience as a director of or executive in an academic institution or nonprofit organization



In light of the demands placed on the lead director, absent special circumstances, the lead director shall not serve as the lead director, chairperson, or chief executive officer of another public company.


			Catherine Lesjak Chair			Other Members: Lloyd W. Howell, Jr., Anne T. Madden, William J. Stromberg, Phoebe L. Yang



Financial Acumen The Board has determined that each of Lloyd W. Howell, Jr., Catherine Lesjak, Anne T. Madden, and William J. Stromberg is an “audit committee financial expert” per SEC rules, and each member of the Audit Committee is able to read and understand fundamental financial statements per Nasdaq rules.


Nominating and Governance Committee			Number of Meetings in 2024: 4


			Risa Lavizzo-Mourey Chair			Other Members: Rodney F. Hochman, Anne T. Madden, Tomislav Mihaljevic, Phoebe L. Yang


Talent, Culture, and Compensation Committee			Number of Meetings in 2024: 5


			William J. Stromberg Chair			Other Members: Rodney F. Hochman, Lloyd W. Howell, Jr., Tomislav Mihaljevic



All members of each our three committees satisfy Nasdaq’s definitions of independence applicable to such committees.


	Outstanding Common Stock Beneficially Owned(1)	RSUs, DSUs, and Stock Underlying Options(2)	Total Stock Beneficially Owned	Percent of Class
Directors and Nominees (other than Mr. Arduini)
H. Lawrence Culp, Jr.	398,670*	6,024	404,694	**
Rodney F. Hochman	0	8,763	8,763	**
Lloyd W. Howell, Jr.	0	0	0	**
Risa Lavizzo-Mourey	4,625*	2,440	7,065	**
Catherine Lesjak	3,584*	2,440	6,024	**
Anne T. Madden	0	8,763	8,763	**
Tomislav Mihaljevic	0*	6,024	6,024	**
William J. Stromberg	0	9,201	9,201	**
Phoebe L. Yang	0	0	0	**
NEOs
Peter J. Arduini	63,770	219,384	283,154	**
Frank R. Jimenez	41,103	38,133	79,236	**
Taha Kass-Hout	35,195	40,311	75,506	**
Roland Rott	11,423	54,623	66,046	**
James Saccaro	17,151	39,174	56,325	**
Current directors and executive officers as a group (19 people)(3)	627,497	635,812	1,263,309	**


5% Beneficial Owners(1)	Common Stock	Total	Percent of Class
Capital Research Global Investors, 333 South Hope Street, 55th Fl, Los Angeles, CA 90071	58,223,938	58,223,938	12.7	%
The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355	52,535,829	52,535,829	11.5	%
BlackRock, Inc., 50 Hudson Yards, New York, NY 10001	36,271,390	36,271,390	7.9	%


(# of Shares)	Capital Research Global Investors	The Vanguard Group	BlackRock, Inc.
Sole Voting Power	58,220,555	—	33,481,874
Shared Voting Power	—	545,310	—
Sole Investment Power	58,223,938	50,488,390	36,271,390
Shared Investment Power	—	2,047,439	—


Annual Cash Retainer
Director	$	125,000
Board Leadership Cash Retainers
Lead Independent Director	$	40,000
Non-executive Chair	$	130,000
Committee Chair Cash Retainers
Audit Committee Chair	$	25,000
Compensation Committee Chair	$	20,000
Governance Committee Chair	$	15,000
Annual Equity Retainer
Director	$	200,000


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



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


	The Board recommends a vote FOR the say-on-pay proposal


Target Pay Mix of CEO(1)			Target Pay Mix of Other NEOs (Average)