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Index
Front Cover
Letter From the Chair
Notice of 2025 Annual Meeting of Stockholders
Table of Contents
About GE Vernova
Proxy Summary
PROPOSAL 1: Election of our Class I Directors for a Three-Year Term Expiring at our 2028 Annual Meeting
Director Profile
Director Nominations
Director Skills
Director Biographies
Corporate Governance
Board Leadership Structure
Board Committees
Self-Evaluation
Director Orientation and Education
Key Areas of Oversight
Stockholder Engagement
Other Governance Policies and Practices
Certain Relationships and Related-Party and Other Transactions
Related Person Transaction Policy
Agreements with GE
Director Compensation
Non-Employee Director Compensation
Director Compensation Table
Executive Officers
PROPOSAL 2: Advisory (Non-Binding) Vote to Approve the Compensation of our NEOs (Say-on-Pay)
PROPOSAL 3: Advisory (Non-Binding) Vote on the Frequency of Future Advisory Votes on Executive Compensation
Executive Compensation
Compensation Discussion and Analysis
Executive Summary
Compensation Philosophy and Objectives
Compensation Governance
Components of Executive Compensation
2024 Target Total Direct Compensation: Components and Mix
Additional Benefits and Perquisites Provided to Executives
Performance Plans
Peer Group and Benchmarking Approach
Risk Considerations
2024 Compensation Decisions for NEOs
Compensation Committee Report
Summary Compensation Table
Grants of Plan-Based Awards
Outstanding Equity Awards at Fiscal Year-End
Option Exercises and Stock Vested Table
Pension Benefits
Deferred Compensation
Potential Payments upon Termination or Change in Control
Securities Authorized for Issuance Under Equity Compensation Plans
Pay Versus Performance
PROPOSAL 4: Ratification of the Appointment of Deloitte & Touche LLP as our Independent Auditor for the Fiscal Year Ending December 31, 2025
Audit Committee Report
Stock Ownership Information
Directors and Officers
Principal Stockholders
Section 16(a) Beneficial Ownership Reporting Compliance
Submitting 2026 Stockholder Proposals
Voting and Meeting Information
Voting Standards and Board Recommendations
Meeting Information
Voting Information
Other Information
Other Business
Appendix: Explanation of Non-GAAP Financial Measures and Performance Metrics
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