GE Vernova Inc DEF 14A, filed Mar 28, 2025

GE Vernova Inc. (GEV)

DEF 14A 2025-03-28 For: 2025-05-14

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Added on June 12, 2026

About this DEF 14A

GE Vernova Inc filed this DEF 14A on March 28, 2025.

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☐			Preliminary Proxy Statement

☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒			Definitive Proxy Statement

☐			Definitive Additional Materials

☐			Soliciting Material Pursuant to §240.14a-12


Letter From the Chair			1

Notice of 2025 Annual Meeting of Stockholders			2

About GE Vernova			4

Proxy Summary			9


PROPOSAL 1: Election of our Class I Directors for a T hree -Y ear T erm E xpiring at our 202 8 Annual Meeting			14


Director Profile			15
Director Nominations			15
Director Skills			17
Director Biographies			18

Corporate Governance			23
Board Leadership Structure			23
Board Committees			24
Self-Evaluation			26
Director Orientation and Education			26
Key Areas of Oversight			27
Stockholder Engagement			29
Other Governance Policies and Practices			30

Certain Relationships and Related-Party and Other Transactions			33
Related Person Transaction Policy			33
Agreements with GE			33

Director Compensation			36
Non-Employee Director Compensation			36
Director Compensation Table			37

Executive Officers			38


PROPOSAL 2: Advisory (Non-Binding) Vote to Approve the Compensation of our N E O s (Say-on-Pay)			40



PROPOSAL 3: Advisory (Non-Binding) Vote on the Frequency of Future Advisory Votes on Executive Compensation			41


Executive Compensation			42
Compensation Discussion and Analysis			42
Executive Summary			42
Compensation Philosophy and Objectives			45
Compensation Governance			45
Components of Executive Compensation			46
2024 Target Total Direct Compensation: Components a nd M ix			47
Additional Benefits and Perquisites Provided to Executives			47
Performance Plan s			50


Peer Group and Benchmarking Approach			52
Risk Considerations			53
2024 Compensation Decisions for NEOs			53
Compensation Committee Report			59
Summary Compensation Table			60
Grants of Plan-Based Awards			61
Outstanding Equity Awards at Fiscal Year-End			63
Option Exercises and Stock Vested Table			65
Pension Benefits			65
Deferred Compensation			66
Potential Payments upon Termination or Change in Control			67
Securities Authorized for Issuance Under Equity Compensation Plans			72
Pay Versus Performance			72


PROPOSAL 4: R atification of the Appointment of Deloitte & Touche LLP a s our Ind ependent Auditor for the Fiscal Year Ending December 31, 2025			76


Audit Committee Report			78

Stock Ownership Information			79
Directors and Officers			79
Principal Stockholders			80
Section 16(a) Beneficial Ownership Reporting Compliance			80

Submitting 2026 S t ockholder Proposals			81

Voting and Meeting Information			82
Voting Standards and Board Recommendations			82
Meeting Information			83
Voting Information			84
Other Information			86

Other Business			87

Appendix: Explanation of Non-G AAP Financial Measures and Performance Metrics			88



			Frequently requested items

			Director Skills			17
			Director Biographies			18
			Board Leadership Structure			23
			Stockholder Engagement			29
			Compensation Discussion and Analysis			42
			Stock Ownership Information			79
			Submitting 2026 St ockholder Proposals			81



PURPOSE-BUILT TO ELECTRIFY AND DECARBONIZE


Serving the vital energy transition market with multi-decade growth	Executing with sustainability, innovation & lean at our core	Delivering disciplined growth to drive margin expansion, higher free cash flow* & strategic capital allocation


March 28, 2025 Fellow Stockholders: On behalf of GE Vernova’s Board of Directors, I am pleased to invite you to our inaugural 2025 Annual Meeting of Stockholders. Our first annual stockholders meeting is a significant milestone for GE Vernova on its journey as a new independent public company. It will be held virtually and details for attending, and an overview of the matters expected to be acted upon at the meeting, are described in detail in the accompanying Notice of 2025 Annual Meeting of Stockholders and Proxy Statement. The GE Vernova Board of Directors began serving following our spin-off from GE on April 2, 2024. GE Vernova was established as an investment grade, purpose-built company with technology that helps generate approximately 25 percent of the world’s electricity. Our Board was constructed with deep energy expertise, a variety of perspectives, and a wealth of leadership experience. Collectively and individually, our directors bring extensive knowledge and proven leadership in energy, infrastructure, policy, risk management, supply chain, sustainability and capital allocation, coupled with deep experience with public companies of global scale. The Board is uniquely equipped to enable GE Vernova to achieve its mission to electrify and decarbonize the world as an independent company. I am honored to lead a Board with this level of talent and dedication. GE Vernova is accelerating the path to more reliable, affordable, and sustainable energy. We help our customers power economies and deliver the electricity that is vital to health, safety, security, and improved quality of life. We know this is a multi-decade journey, and the Board understands that this opportunity to steward GE Vernova as it delivers on its critical mission is a once in a generation privilege and responsibility. * Non-GAAP financial measure. See Appendix for additional information.						Our work at GE Vernova is rooted in the fundamentals of Lean - continuous improvement and breakthrough capabilities. To successfully meet the demand for our solutions, we must always be learning, listening, and improving at Genba - or the point of impact. With this in mind, the Board has visited GE Vernova’s Advanced Research Center in Niskayuna, New York and manufacturing facilities in Schenectady, New York and Greenville, South Carolina. More visits are planned for 2025. We believe there is no better way to demonstrate our deep engagement with the GE Vernova team delivering the energy transition than spending substantial time on GE Vernova’s floors. The Board is dedicated to generating significant value for stockholders. GE Vernova’s capital allocation strategy includes the implementation of a $0.25 per share quarterly dividend and the authorization of a $6 billion dollar share repurchase program, with a goal to return at least one third of cash generation to stockholders. Also, we expect to invest approximately $9 billion in cumulative research and development and capital expenditures through 2028, enabling growth in our key businesses, such as gas turbines and electrification, and new product development. In 2024, GE Vernova’s robust financial performance generated $35 billion in revenue, net income of $1.6 billion, adjusted EBITDA* of $2.0 billion, and significant margin expansion, all enabling our capital allocation strategy and delivering value to stockholders. Furthermore, strong governance is and will remain a top priority for our Board, as reflected in our four committees. Our unique Safety and Sustainability Committee demonstrates the Board’s commitment to lead with safety in all that we do and as a company with sustainability at our core. And I want to assure you that other key responsibilities of the board, such as talent evaluation and succession planning, strategy, and enterprise risk assessment and mitigation are very much embedded in our governance framework. We are grateful to have the opportunity to build strong relationships with our stockholders and receive feedback on our corporate governance and compensation practices. On behalf of the Board of Directors and our leadership team, I would like to express our appreciation for your continuing support and confidence in GE Vernova. Sincerely, Steve Angel Chair



			IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 14, 2025: The 2025 Proxy Statement and 2024 Annual Report are available at www.gevernova.com/investors/annual-meeting.



OUR COMPANY STRATEGY IS FOCUSED ON:



•Delivering on global sustainability, by developing, providing, and servicing technologies that enable electrification and decarbonization. •Maintaining and enhancing strong relationships with many of the leading and largest utilities, developers, governments, and electricity users. •Servicing the existing installed base and delivering new technologies and processes, which improve customer outcomes while driving increased profitability and cash flow. •Improving margins and lowering risk through better underwriting.			•Streamlining our product portfolio to focus on core workhorse products, which will improve both cost and quality going forward. •Using Lean to improve our cost structure and productivity levels across our business and corporate functions. •Innovating and investing, along with third parties, in new offerings and technologies that will help customers electrify and decarbonize the world. •Allocating capital as a whole and within our various businesses – focused on generating cash flow to enable attractive stockholder returns, with a commitment to return at least 1/3 of our free cash flow* to our stockholders.



PROPOSAL 1


ELECTION OF OUR CLASS I DIRECTORS FOR A THREE-YEAR TERM EXPIRING AT OUR 2028 ANNUAL MEETING


The Board recommends a vote FOR each director nominee.			See page 14



PROPOSAL 2


ADVISORY (NON-BINDING) VOTE TO APPROVE THE COMPENSATION OF OUR NEOS (SAY-ON-PAY)


The Board recommends a vote FOR this proposal.			See page 40


2024 CEO Target Compensation			2024 Other NEO Avg. Target Compensation



PROPOSAL 3


ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION


The Board recommends a vote for holding future Say-on-Pay votes every ONE YEAR.			See page 41



PROPOSAL 4


RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT AUDITOR FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025


The Board recommends a vote FOR this proposal.			See page 76


Audit Committee


Chair: Martina Hund-Mejean Members: Matthew Harris Jesus Malave Paula Rosput Reynolds Kim K.W. Rucker Meetings in 2024: 8 Independent Directors: 100%			The Audit Committee is responsible for overseeing reports of our financial results, the independence and qualifications of the independent auditor, the performance of the Company’s internal audit function and its system of internal controls and the independent auditor, and adherence to our code of conduct in compliance with applicable laws and regulations. In furtherance of this responsibility, as set out more fully in the Audit Committee charter, the Audit Committee performs certain functions, including: •selecting the independent registered public accounting firm, approving all related fees and compensation, overseeing the work of the independent accountant, and reviewing its selection with the Board; •annually pre-approving the proposed services to be provided by the independent registered accounting firm during the year; •reviewing the procedures of the independent registered public accounting firm for ensuring its independence and other qualifications with respect to the services performed for us; •assessing transactions with related persons under our related person transactions policy; •reviewing any significant changes in accounting principles or developments in accounting practices and the effects of those changes upon our financial reporting; •assessing the effectiveness of our internal audit function, which is overseen by the Audit Committee, and overseeing the adequacy of internal controls and risk management processes; •assessing our cybersecurity practices at least annually and overseeing associated compliance monitoring; •assessing our enterprise risk management practices at least annually and overseeing associated compliance monitoring; and •meeting with management prior to each quarterly earnings release and periodically to discuss the appropriate approach to earnings press releases and the type of financial information and earnings guidance to be provided to analysts and rating agencies. Per the Audit Committee charter, all Audit Committee members shall be financially literate, and at least one member shall be an “audit committee financial expert” as defined under the rules of the Securities and Exchange Commission (SEC). Our Board has determined that Messrs. Harris and Malave and Mses. Hund-Mejean and Rosput Reynolds each qualify as an “audit committee financial expert.”


Compensation and Human Capital Committee


Chair: Arnold W. Donald Members: Jesus Malave Martina Hund-Mejean Kim K.W. Rucker Meetings in 2024: 5 Independent Directors: 100%			The Compensation and Human Capital Committee is responsible for defining and articulating our overall executive compensation philosophy and key compensation policies, and administering and approving compensation for executive officers. In furtherance of this responsibility, as set out more fully in the Compensation and Human Capital Committee charter, the Compensation and Human Capital Committee performs certain functions, including: •reviewing and approving the corporate goals and objectives relevant to the Chief Executive Officer’s compensation, evaluating performance in light of those goals and objectives and, together with the other independent directors, determining and approving the Chief Executive Officer’s compensation based on this evaluation; •reviewing and approving on an annual basis the evaluation process and compensation structure for the Company’s executive officers and periodically reviewing other material elements of executive compensation, including deferred compensation, severance, and perquisites; •evaluating the performance of the Company’s executive officers (other than the Chief Executive Officer) and approving the annual compensation, including salary, bonus, and equity and non-equity incentive compensation, of such executive officers, based on initial recommendations from the Chief Executive Officer; •reviewing our executive officer succession planning; •approving, by direct action or through delegation to one or more executive officers of the Company, participation in our various equity plans and all equity awards, grants, and related actions under such equity plans; •overseeing human capital management strategy; and •monitoring compliance with stock ownership and clawback guidelines.


			GE VERNOVA BOARD OF DIRECTORS


			LETTER FROM THE CHAIR



2	\|	GE VERNOVA


			TABLE OF CONTENTS


Nominating and Governance Committee


Chair: Nicholas K. Akins Members: Steve Angel Arnold W. Donald Meetings in 2024: 4 Independent Directors: 100%			The Nominating and Governance Committee is responsible primarily for the continuing review, definition, and articulation of our governance structure and practices. In furtherance of this responsibility, as set out more fully in the Nominating and Governance Committee charter, the Nominating and Governance Committee performs certain functions, including: •leading the search for qualified individuals for election as our directors, including for inclusion in the slate of directors that the Board proposes for election by stockholders at the annual meeting of stockholders; •recommending qualified candidates to the Board for election as directors based on the candidate’s business or professional experience, the breadth of their backgrounds, their talents and perspectives, and the needs of the Board for certain areas of expertise at any given time; •reviewing and assessing the independence of each director nominee; •advising and making recommendations to the Board on all matters concerning directorship practices, and on the function, composition, and duties of the committees of the Board; •reviewing our non-management director compensation practices; •developing and making recommendations to the Board regarding governance processes and procedures, including a set of governance principles; •resolving conflict of interest questions involving a director or an executive officer; •reviewing and considering stockholder proposals and director nominees; and •overseeing the manner in which the Company conducts its public policy and government relations activities.


Safety and Sustainability Committee


Chair: Paula Rosput Reynolds Members: Nicholas K. Akins Matthew Harris Meetings in 2024: 5 Independent Directors: 100%			The Safety and Sustainability Committee is responsible for oversight of our environmental, health, and safety programs, as well as oversight of sustainability matters, including those related to environmental issues and climate change. In furtherance of this responsibility, as set out more fully in the Safety and Sustainability Committee charter, the Safety and Sustainability Committee performs certain functions, including: •overseeing the Company’s environmental, health, and safety programs; •overseeing the Company’s sustainability programs, policies, and goals and its progress towards achieving those goals; •reviewing and overseeing the Company’s sustainability program initiatives, position on issues of corporate social responsibility, public policy statements, and external sustainability reporting, including the disclosure of climate change risks and opportunities and other ESG issues; and •reviewing significant political, legislative, regulatory, and public policy trends in sustainability that could impact the Company’s business operations, performance, and reputation.


Board

•Corporate strategy •Sustainability matters •Climate change •Reputation	•Mergers, acquisitions, and divestitures •Market, policy, and geopolitical trends •Competition •Supply chain	•Operations •Capital structure •CEO and executive succession planning


Management

•Identify and assess risks affecting the Company •Report information regarding risks to the Board and/or committees of the Board. •Address identified risks •Monitor risks on an ongoing basis


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)	All Other Compensation ($)(2)	Total ($)
Steve Angel		240,000	221,146	5,000		466,146
Nicholas K. Akins		120,000	221,146	—		341,146
Arnold W. Donald		123,750	221,146	—		344,896
Matthew Harris		127,500	221,146	—		348,646
Jesus Malave		105,000	221,146	—		326,146
Martina Hund-Mejean		87,692	221,146	5,000		313,838
Paula Rosput Reynolds		120,000	221,146	—		341,146
Kim K. W. Rucker		105,000	221,146	—		326,146



PROPOSAL 2:


ADVISORY (NON-BINDING) VOTE TO APPROVE THE COMPENSATION OF OUR NEOS (SAY-ON-PAY) Proposal Summary As required by Section 14A of the Securities Exchange Act of 1934, as amended, we are requesting our stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers (NEOs) as described in detail in the Compensation Discussion and Analysis (CD&A) and the accompanying tables in the Executive Compensation section of this proxy statement. This vote is commonly known as Say-on-Pay. Stockholders should review the CD&A beginning on page 42 and the Summary Compensation Table and other executive compensation information and tables beginning on page 60, for information on our executive compensation programs and other important items. We believe that the information provided in this proxy statement demonstrates that our executive compensation programs are designed to link pay to performance. Accordingly, the Board recommends that stockholders approve the compensation of our NEOs by approving the following Say-on-Pay resolution: RESOLVED, that the stockholders of GE Vernova Inc. approve, on an advisory basis, the compensation of the named executive officers identified in the “Summary Compensation Table,” as disclosed in the GE Vernova Inc. 2025 Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the accompanying footnotes and narratives. This vote is not intended to address any specific item of compensation, but rather our overall compensation policies and procedures related to the NEOs. Although the results of the Say-on-Pay vote do not bind the Company, the Board will, as it does each year, continue to review the results carefully and plans to continue to seek the views of our stockholders throughout the year.


The Board recommends a vote FOR approval of the compensation of our named executive officers.



PROPOSAL 3:


ADVISORY (NON-BINDING) VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION Proposal Summary We also are asking our stockholders to cast an advisory (non-binding) vote on how frequently stockholders should have an opportunity to vote on an advisory basis to approve the compensation of our NEOs. We are required by law to hold an advisory vote on the frequency of Say-on-Pay votes every six years and stockholders may vote to hold the advisory vote on Say-on-Pay every one, two or three years. We recognize that the widely adopted standard is to hold Say-on-Pay votes annually. We also acknowledge current stockholder expectations and preferences regarding having the ability to express their views on the compensation of the Company’s NEOs on an annual basis. In light of investor expectations and prevailing market practice, we are asking stockholders to support a frequency period of “ONE YEAR” (an annual vote) for future Say-on-Pay votes. Votes on the frequency for Say-on-Pay are advisory. Although your vote on this proposal does not bind the Company, the Board will review the results of the vote and investor feedback and will continue to review the advantages and disadvantages for each of the frequencies on Say-on-Pay votes regardless of the outcome of the vote.


The Board recommends a vote for holding future Say-on-Pay votes every ONE YEAR.



			•Scott Strazik, Chief Executive Officer •Ken Parks, Chief Financial Officer •Rachel Gonzalez, General Counsel and Corporate Secretary •Mavi Zingoni, Chief Executive Officer, Power •Jessica Uhl, President



Base Salary	Base salaries are market-driven and are critical for attracting and retaining talent; for 2024, the CHCC approved a base salary increase of 16% for Mr. Strazik following the Spin-Off, given his promotion to chief executive officer of a publicly traded company. No other NEOs received an increase in base salary for 2024.


2024 Annual Executive Incentive Plan (AEIP)	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% of target) 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 2024 AEIP ranged from 126% to 164% of target.


2024 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


2024 Restricted Stock Units (RSUs)	Alignment with stockholders through stock ownership; delivery of shares is not dependent on company performance or stock price appreciation, promoting retention	3-year annual vesting


2024 Stock Options	Strong alignment with stockholders through stock price appreciation	3-year annual vesting


2024 One-Time Stock Option Grant “Founders Grant”	Strong alignment with stockholders through stock price appreciation	4-year cliff vesting


Position			Ownership Guideline Expressed as a Multiple of Base Salary
CEO			6x
Other Executive Officers and others designated by the CHCC			3x


Performance Level			Payout Level
Threshold			50% of Target
Target			100% of Target
Maximum			200% of Target


Named Executive Officer	Annual Base Salary as of January 1, 2024			Annual Base Salary as of December 31, 2024			Percent Change
Scott Strazik		$	1,250,000		$	1,450,000	16	%
Ken Parks		$	900,000		$	900,000	—	%
Rachel Gonzalez		$	900,000		$	900,000	—	%
Maví Zingoni(1)		$	1,114,460		$	1,114,460	—	%
Jessica Uhl		N/A			$	1,100,000	N/A


Named Executive Officer	Corporate Financial Metrics Weight		Segment Financial Metrics Weight
Scott Strazik	100	%
Ken Parks	100	%
Rachel Gonzalez	100	%
Maví Zingoni	20	%	80	%
Jessica Uhl	100	%


Corporate Financial Metrics Weight			Segment Financial Metrics Weight
40% Free Cash Flow*			40% Free Cash Flow*
40% Adjusted EBITDA*			40% EBITDA
20% Organic revenue* growth			20% Organic revenue* growth


Total Company Financial Goals	Threshold ($MM)				Target ($MM)				Maximum ($MM)				2024 Result ($MM)				Payout Level (%)
Free Cash Flow*		$	500			$1,000				$	2,000			$	1,701		170	%
Adjusted EBITDA*		$	1,500			$	2,000			$	3,000			$	2,035		104	%
Organic Revenue* Growth		2.5		%		5		%		10		%		7		%	131	%


Named Executive Officer	Base Salary ($)			AEIP Target (%) of Base Salary		Target Opportunity			Business Performance Factor Payout %		Safety and Sustainability Modifier %		Individual Performance Factor %		AEIP Payout ($)		Payout as % of Target
Scott Strazik		$	1,450,000	135	%		$	1,957,500	136	%	(10)	%	130	%	$	3,206,385	164	%
Ken Parks		$	900,000	100	%		$	900,000	136	%	(10)	%	105	%	$	1,190,700	132	%
Rachel Gonzalez		$	900,000	100	%		$	900,000	136	%	(10)	%	100	%	$	1,134,000	126	%
Maví Zingoni(1)		$	1,114,460	100	%		$	1,114,460	130	%	(2)	%	105	%	$	1,497,834	134	%
Jessica Uhl		$	1,100,000	94	%	(2)	$	1,036,860	136	%	(10)	%	100	%	$	1,306,444	126	%


Executives	2023 Annual LTI Target ($MM)			April 2024 Annual LTI Target ($MM)			Percent Change
Scott Strazik		$	6		$	9.5	58	%
Ken Parks		$	3.5		$	3.5	0	%
Rachel Gonzalez		$	3.5		$	3.5	0	%
Maví Zingoni		$	1.8		$	2.5	39	%
Jessica Uhl		N/A			$	3.75	N/A


2024 PSU Financial Metrics (3-Year Cumulative)
50% 3-year cumulative Free Cash Flow*
50% 3-year cumulative Adjusted EBITDA*
r-TSR modifier


Performance Year	GE Performance Criteria	Weight		Threshold			Target			Maximum			GE Performance			Payout Score		Total Payout
2023	Adjusted EPS*	50	%		$	1.20		$	1.80		$	2.20		$	2.81	175	%	58.33	%
	Free Cash Flow* ($MM)	50	%		$	3,100		$	3,800		$	4,500		$	5,150
2024	Approved at target															100	%	33.33	%
2025	Approved at target															100	%	33.33	%
																		125	%
	TSR modifier																	x1.2
	Shares Earned																	150	%


Named Executive Officer	2023 Performance Stock Units (PSUs) Award Grant ($ in thousands)			2023 PSUs Grant Date Fair Value in 2023 – ($ in thousands)			2023 PSUs Grant Date Fair Value in 2024 Summary Compensation and Grants of Plan-Based Award Tables ($ in thousands)
Scott Strazik		$	3,000		$	1,000		$	4,373
Ken Parks		N/A			N/A			N/A
Rachel Gonzalez		$	1,750		$	583		$	2,034
Maví Zingoni		$	900		$	300		$	1,245
Jessica Uhl		N/A			N/A			N/A