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Index
Front Cover
Letter From the Chair
Notice of 2026 Annual Meeting of Stockholders
Table of Contents
About GE Vernova
Proxy Summary
PROPOSAL 1: Election of our Class II Directors for a Three-Year Term Expiring at our 2029 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
Related-Person and Other Transactions
Related Person Transaction Policy
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)
Executive Compensation
Compensation Discussion and Analysis
Executive Summary
Compensation Philosophy and Objectives
Compensation Governance
Components of Executive Compensation
2025 Target Total Direct Compensation: Components and Mix
Additional Benefits and Perquisites Provided to Executives
Performance Plans
Peer Group and Benchmarking Approach
Risk Considerations
2025 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
CEO Pay Ratio
Proposal 3: Ratification of the Appointment of Deloitte & Touche LLP as our Independent Auditor for the Fiscal Year Ending December 31, 2026
Audit Committee Report
Proposal 4: Stockholder Proposal Requesting Report Assessing Sustainability Goals on the Basis of Net-Present-Value and Return-on-Investment Calculation
Stock Ownership Information
Directors and Officers
Principal Stockholders
Delinquent Section 16(a) Reports
Submitting 2027 Stockholder Proposals
Voting and Meeting Information
Voting Standards and Board Recommendations
Meeting Information
Voting Information
Other Information
Forward-Looking Statements
Other Business
Appendix: Explanation of Non-GAAP Financial Measures and Performance Metrics
Back Cover
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