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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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