Independent
Tenure on this board
3.4 yrs
Also a director at
Ge Aerospace (GE)
8 nominees · 3 ballot items.
Elect eight directors for one-year terms; approve, on an advisory basis, the compensation of the Company’s named executive officers for 2025 (say-on-pay); and ratify Deloitte & Touche LLP as the Company’s independent auditor for the fiscal year ending December 31, 2026.
Elect eight incumbent director nominees to serve for a one-year term until the 2027 Annual Meeting of Stockholders or until their successors are elected and qualified.
Non-binding advisory (say-on-pay) vote to approve the compensation paid to the Company’s named executive officers for 2025 as disclosed in the proxy statement.
This advisory proposal asks stockholders to approve the compensation paid to GE HealthCare’s named executive officers for 2025 as disclosed in the proxy statement (a non‑binding “say‑on‑pay”). Management is seeking shareholder approval to ratify its executive-pay framework, which emphasizes a high proportion of at‑risk, performance‑based and long‑term equity compensation (PSUs, options, RSUs) tied to organic revenue, adjusted earnings, free cash flow and strategic initiatives. The Compensation Committee describes rigorous governance features—stock ownership requirements, clawback policy, no hedging/pledging, independent compensation consultant, and capped severance practices—to support alignment with shareholder interests. The company reports 92% of CEO target pay and ~83% for other NEOs is at‑risk, and discloses detailed incentive metric design, target-setting, and certification procedures, including adjustments for tariff impacts when certifying PSU payouts. The Board recommends a FOR vote arguing the program attracts and retains leadership, drives long‑term value creation, and properly links pay to performance; it cites prior high stockholder support (94.4% in 2025) and ongoing stockholder engagement. Key contextual considerations include the company’s 2025 financial results, the Spin‑Off history from GE, evolving external trade/tariff impacts that required Compensation Committee judgment in certifying outcomes, and significant equity-based retention awards (including new‑hire and sign‑on awards). Risks for investors include the non‑binding nature of the vote (Board retains discretion), potential perceived generosity of long‑term awards or change‑in‑control provisions, and the Compensation Committee’s use of judgment to adjust PSU outcomes for external events. Evaluating this proposal requires weighing governance protections and alignment mechanisms against the size and structure of awards, the Committee’s discretionary adjustments, and how disclosed performance metrics map to sustainable shareholder value creation.
Ratify the Audit Committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DODGE COX | 6.9% | 31,312,064 | $2.2B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.3% | 28,864,188 | $2.1B |
| 3 | Capital Research Global Investors | 4.6% | 21,108,753 | $1.5B |
| 4 | STATE STREET CORP | 4.5% | 20,538,476 | $1.5B |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.2% | 19,183,157 | $1.4B |
| 6 | BlackRock, Inc. | 3.4% | 15,486,118 | $1.1B |
| 7 | HARRIS ASSOCIATES L P | 3.3% | 15,135,156 | $1.1B |
| 8 | BARROW HANLEY MEWHINNEY STRAUSS LLC | 2.5% | 11,208,351 | $798M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 10,933,903 | $775M |
| 10 | HOTCHKIS WILEY CAPITAL MANAGEMENT LLC | 2.2% | 9,967,873 | $710M |
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