UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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☑		Definitive Proxy Statement
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General Electric Company

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Table of Contents

2023
NOTICE OF
ANNUAL MEETING
AND PROXY
STATEMENT

Table of Contents

Table of Contents

1		Letter from the Lead Director

2		GE: A New Era Begins

4		Notice of 2023 Annual Meeting

5		Shareholder Engagement in 2022

6		Governance

		MANAGEMENT PROPOSAL NO. 1 Election of Directors

7		Board Nominees
7		Qualifications and Attributes
7		Key Corporate Governance Practices
8		Nominee Biographies
12		Board Composition
14		Board Leadership Structure
15		Board Governance Practices
16		Board Operations
17		Board Committees
18		Key Areas of Board Oversight
20		Other Governance Policies & Practices
23		Director Compensation
25		Stock Ownership Information
26		Compensation

26		Letter from the Management Development & Compensation Committee

		MANAGEMENT PROPOSAL NO. 2 Advisory Approval of Our Named Executives’ Compensation

27		Shareholder Engagement on Executive Compensation
28		Compensation Discussion & Analysis
29		Overview of Our Executive Compensation Program
30		Key Elements of Compensation for Our Named Executives
39		Compensation Actions for 2022
42		Summary Compensation
44		Incentive Compensation
47		Deferred Compensation
49		Pension Benefits
51		Potential Termination Payments
56		Other Executive Compensation Policies & Practices
57		Management Development & Compensation Committee Report
58		CEO Pay Ratio
58		Pay Versus Performance

On behalf of our Board of Directors, we are making these materials available to you (beginning on or about March 22, 2023) in connection with GE’s solicitation of proxies for our 2023 Annual Meeting.

General Electric Company Executive Offices

5 Necco Street,

Boston, MA 02210

61		Say-On-Frequency Vote

		MANAGEMENT PROPOSAL NO. 3 Advisory Vote on the Frequency of Future Advisory Votes to Approve Our Named Executives’ Compensation

62		Independent Auditor

		MANAGEMENT PROPOSAL NO. 4 Ratification of Deloitte as Independent Auditor for 2023

62		Audit Committee Report

64		Shareholder Proposals

64		SHAREHOLDER PROPOSAL NO. 1 Independent Board Chairman

66		SHAREHOLDER PROPOSAL NO. 2 Sale of the Company

67		SHAREHOLDER PROPOSAL NO. 3 Fiduciary Carbon-Emission Relevance Report

68		SHAREHOLDER PROPOSAL NO. 4 Assess Energy-Related Asset Resilience

70		Submitting 2024 Proposals

71		Voting and Meeting Information

71		Voting Standards and Board Recommendations
71		Meeting Information
72		Voting Information
74		Other Information

75		Explanation of Non-GAAP Financial Measures and Performance Metrics

77		Helpful Resources

Index of Frequently Requested Information
63	Audit Fees
14	Board Leadership Structure
15	Board Self-Evaluation
58	CEO Pay Ratio
56	Clawback Policy
20	Director Attendance
21	Director Independence
7	Director Qualifications
7	Director Tenure and Term Limits
8	Nominee Biographies
20	Overboarding Policy
30	Peer Group
56	Policies on Compensation Consultant
22	Related Person Transactions
18	Risk Oversight
5	Shareholder Engagement
25	Stock Ownership for Executives and Directors
57	Stock Ownership Requirements
18	Sustainability Oversight

Also see Acronyms Used on page 77 for a guide to the acronyms used throughout this proxy statement.

Table of Contents

Letter from the Lead Director

Fellow Shareholders,

The past year has been one of historic transformation for GE as it has been executing its strategic plan to form three industry-leading, global public companies: GE HealthCare, GE Vernova and GE Aerospace. We reached a major milestone in January 2023, with the successful spin-off of GE HealthCare as the first of the three planned independent companies. Today the GE team remains focused on continuing to strengthen and improve the operations of our remaining businesses, as we simultaneously work to be ready for the remaining planned spin-off of GE Vernova, our portfolio of energy businesses. With the success of the GE HealthCare separation as early evidence, the Board continues to believe executing on this plan will best position GE’s businesses to deliver long-term growth and create value for all our stakeholders. In this letter, as I have for the past several years, I would like to offer some additional perspective about the Board’s efforts on your behalf.

Evolving the Board of Directors

As lead director and a member of our Governance & Public Affairs Committee, I have had the opportunity to focus on our recruitment of directors who will bring deep domain expertise and dedicated oversight for each of the three independent companies. This has also entailed careful planning for the evolution of the GE Board: we recognize the importance of maintaining an engaged and well-balanced GE Board during this transition period as some of our existing directors move from GE to the new spin-off companies, and as we also add new directors in anticipation of the planned separations. In September, we announced the board of directors for GE HealthCare, and that board serves as a model of how we plan to mix industry-relevant experience and diversity of skills, expertise and perspectives as we look ahead to the planned boards for GE Vernova and GE Aerospace. We wish several departing directors farewell: Risa Lavizzo-Mourey and Tom Mihaljevic, who joined the GE HealthCare board in January, and Frank D’Souza and Leslie Seidman, who are not standing for reelection when their current terms end in May. We also continue to miss our friend and colleague former U.S. Secretary of Defense Ash Carter, who sadly passed away in October. With these departures, though the individual directors cannot be replaced, we look ahead to the needs of GE Vernova and GE Aerospace in our recruitment efforts. We are pleased to be nominating Darren McDew and Jessica Uhl as new directors in this proxy, who will bring valuable perspectives that are well aligned with the two future companies.

Executing on Our Strategic Priorities

The steady performance and execution by the GE team over the past several years have laid the foundation for the path ahead. GE’s portfolio actions have made it a simpler, stronger, technology-driven industrial company than it was just a few years ago. In 2022, GE retired $11 billion of debt, bringing total debt reduction since 2018 to over $100 billion. As we remain focused on our objective to create two more investment-grade standalone companies, the Board has been regularly reviewing the company’s financial and capital allocation plans with management. This has involved considering a widening range of options to deploy surplus capital, which has already translated into the commencement of a common stock repurchase program in 2022 and the partial redemption of $3 billion of preferred stock this month. The Board will continue to have an active dialogue with management about capital allocation priorities as we move forward. We also have seen most of GE’s businesses deliver solid operational and financial performances for 2022 in the context of significant global challenges that included supply chain constraints, inflation, the Russian invasion of Ukraine and enduring effects of the COVID-19 pandemic. The Board commends the GE leadership and teams for their sustained and ongoing achievements.

Delivering for Shareholders

We remain committed to regular, robust engagement with our shareholders on governance matters. The past year was no exception, as we met with shareholders representing nearly half of all outstanding shares, which was nearly 75% of the shares held by institutional investors. I participated in a number of these calls and always appreciate the opportunity to speak directly with our large shareholders, answer their questions and hear their feedback. Our governance engagements covered a range of topics, including the Board’s activities, executive compensation matters and GE’s sustainability priorities and reporting. The overarching and most-common theme, however, was a keen interest in how GE and the Board are navigating these areas of corporate governance with the planned separations in view. Informed by those shareholder discussions, we have added specific highlights throughout this year’s proxy where there is key information related to the strategic plan and GE’s path forward.

We look forward to 2023 and beyond for continued performance by the GE businesses to deliver for our customers, shareholders and other stakeholders. These businesses all have important missions and are working to solve global challenges: GE Aerospace is creating a smarter and more efficient future of flight; the GE Vernova businesses are driving electrification and decarbonization through the energy transition; and GE HealthCare, now operating as a standalone company, is driving precision care. On behalf of the GE Board, thank you for your continued support of GE.

THOMAS W. HORTON

Lead Director

GE 2023 PROXY STATEMENT 1

Table of Contents

GE: A New Era Begins

2022 was a year that propelled GE forward. We successfully completed the spin-off of GE HealthCare in January 2023, distributing approximately 80.1% of its common stock to GE shareholders and retaining an approximately 19.9% stake in the company. We are making good progress on our plans to launch GE Aerospace and GE Vernova as industry-leading, global, investment-grade public companies that will unlock greater value for our customers and shareholders.

As independently run companies, GE Aerospace and GE Vernova will be better positioned to create long-term value as we shape the future of flight and lead the energy transition.

Solid Foundation

Strong financial position

●	We delivered strong full-year results across most of GE’s businesses in 2022, with total company revenue growth, margin expansion, and $4.8 billion of free cash flow.* Our four reporting segments in 2022 are listed below.
●	We strengthened our foundation, retiring an additional $11 billion of debt, bringing total debt reduction to over $100 billion since 2018.

Improved business and operating performance

We ran our operations better, further embedding lean and decentralization in our businesses.

●	Lean transformation: Drove sustainable, impactful improvements in safety, quality, delivery, cost and cash management. We are making progress embedding lean practices and tools deeply into how we work, creating a problem-solving culture where problems are embraced, owned, analyzed and fixed.
●	Decentralization: Moved the decision-making center of gravity closer to the customer, resulting in greater accountability, more transparency and better results for our customers.

Our progress on these priorities has laid the foundation to launch three companies. More than a year after the announcement to form three independent companies from GE’s businesses, the logic behind—and our conviction in—our historic transformation has only strengthened. Along the way, the feedback from our customers, investors, employees and other stakeholders has been overwhelmingly positive.

AEROSPACE			HEALTHCARE
MISSION Providing customers with engines, components, avionics and systems for commercial, military and business & general aviation aircraft and a global service network to support these offerings UNITS Commercial Engines and Services, Military, Systems & Other INSTALLED BASE ~40,900 commercial aircraft engines and ~26,100 military aircraft engines CEO H. Lawrence Culp, Jr. EMPLOYEES ~45,000 2022 REVENUES** $26.0 billion			MISSION Building a healthier future and creating a world where healthcare has no limits UNITS Healthcare Systems, Pharmaceutical Diagnostics INSTALLED BASE 4M+ installations; 2B+ patient exams per year CEO Peter Arduini EMPLOYEES ~49,000 2022 REVENUES $18.5 billion Note: GE HealthCare refers to our reporting segment prior to the spin-off in January 2023, and thereafter refers to GE HealthCare Technologies Inc.

RENEWABLE ENERGY			POWER
MISSION Making renewable power sources more affordable, reliable and accessible for the benefit of people everywhere UNITS Onshore Wind, Offshore Wind, Grid Solutions Equipment and Services, Hydro Solutions, Hybrids Solutions INSTALLED BASE 400+ GW of renewable energy equipment CEO Scott Strazik EMPLOYEES ~36,000 2022 REVENUES $13.0 billion			MISSION Powering lives and making electricity more affordable, reliable, accessible, and more sustainable UNITS Gas Power, Steam Power, Power Conversion, Nuclear & Other INSTALLED BASE ~7,000 gas turbines CEO Scott Strazik EMPLOYEES ~32,000 2022 REVENUES $16.3 billion


*	Non-GAAP Financial Measure. For information on how these metrics are calculated, see Explanation of Non-GAAP Financial Measures and Performance Metrics on page 75.
**	Including GE and its joint venture partners.

2 GE 2023 PROXY STATEMENT

Table of Contents

Creating Value Today and Tomorrow

With the separation of GE HealthCare already completed, we believe the remaining GE businesses are positioned to continue to lead in two critical growth sectors: creating a smarter and more efficient future of flight and driving decarbonization through the energy transition.

Future of Flight

Centered around our mission to create a smarter and more
efficient future of flight

Energy Transition

Positioned to lead the energy transition, helping the energy sector
solve for sustainability, reliability and affordability

GE 2023 PROXY STATEMENT 3

Table of Contents

Notice of 2023 Annual Meeting

Logistics

DATE AND TIME

May 3, 2023, at 10:00 a.m.
Eastern Time

LOCATION

Live Webcast at:
www.virtualshareholdermeeting
.com/GE2023

RECORD DATE

Shareholders of record at the close of business on March 7, 2023, are entitled to attend and vote at the Annual Meeting. On that date, there were 1,090,282,930 shares of common stock of General Electric Company (GE) outstanding and entitled vote.

You are invited to participate in GE’s 2023 Annual Meeting. If you were a GE shareholder at the close of business on March 7, 2023, you are entitled to vote at the Annual Meeting. Even if you plan to attend the live webcast, we encourage you to submit your vote as soon as possible through one of the methods available to you.

Cordially,

MICHAEL HOLSTON,
SECRETARY

Agenda

1	Elect the 10 director nominees named in the proxy for the coming year

	FOR each director nominee	Page 7

	See page 1 for a Letter from the Lead Director

2	Advisory approval of our named executives’ compensation (Say-on-Pay)

	FOR	Page 26

	See page 26 for a Letter from the Management Development & Compensation Committee

3	Advisory vote on the frequency of future advisory votes on our named executives’ compensation (Say-on-Frequency)

	ONE YEAR	Page 61

4	Ratify the selection of Deloitte as independent auditor for 2023

	FOR	Page 62

5	Vote on the shareholder proposals included in the proxy, if properly presented at the meeting

	AGAINST each proposal	Page 64


	HOW YOU CAN VOTE

	Via the internet at www.proxyvote.com, or at the website indicated on the materials provided to you by your broker

	By Telephone Call the telephone number on your proxy card or voting instruction form

	By Mail Sign, date and return your proxy card or voting instruction form

	If you are a beneficial owner and received a voting instruction form, please follow the instructions provided by your bank or broker to vote your shares.

We have created an Annual Meeting website at https://www.ge.com/annualmeeting to make it easy to access our 2023 Annual Meeting materials. At the Annual Meeting website you can find an overview of the items to be voted, the proxy statement and the annual report to read online or to download, as well as a link to vote your shares.

WHERE CAN YOU FIND MORE INFORMATION?

Where can I find out more information? See Voting and Meeting Information on page 71.

4 GE 2023 PROXY STATEMENT

Table of Contents

Shareholder Engagement in 2022

We have ongoing and robust engagement with our shareholders that includes governance-focused engagement meetings throughout each year. We value being close to our shareholders and hearing their feedback directly, as we seek to continuously improve GE’s performance, programs and reporting. The governance engagements highlighted below are in addition to the regular discussions that our senior leadership and Investor Relations teams have with many institutional and retail shareholders, which often include governance, sustainability and similar matters as well.

Regular Outreach to Engage with Shareholders

Taking Actions Informed by Shareholder Feedback
Taking Actions Informed by Shareholder Feedback

STRATEGY	See Page 18	BOARD OF DIRECTORS	See Page 7

● Executing on plan to launch three independent companies. In January, we completed the separation of our HealthCare business with the spin-off of GE HealthCare. We continue to work towards our second planned spin-off for GE Vernova, our portfolio of energy businesses. ● Our Path Forward. Based on shareholders’ interest, we have highlighted sections in this year’s proxy statement detailing key progress, actions and expectations related to the spin-offs with call-out boxes labeled “Our Path Forward.”		● Named two new directors with industry and operating expertise to the GE Board aligned with our strategic transformation. We are continuing ongoing director recruitment so that the planned future GE Vernova and GE Aerospace companies will both have dedicated boards with deep domain expertise, as with GE HealthCare. ● Committee leadership refreshment. The Board appointed new chairs for both the Management Development & Compensation Committee and the Governance & Public Affairs Committee during the past year.


EXECUTIVE COMPENSATION	See Pages 26 & 27	SUSTAINABILITY	See Page 18

● Compensation decisions for NEOs. Again this year, annual bonuses for our named executives were formulaic and based only on predetermined performance targets for our businesses. ● New design for PSU awards. In response to shareholder feedback, we modified the design of the 2023 PSU awards to measure performance based on the average of three consecutive one-year performance periods, modified by a three-year relative TSR. ● Enhanced disclosure. In addition to executive compensation highlights related to the spin-offs, this year’s proxy statement features a variety of disclosure enhancements informed by shareholder feedback, including a redesigned Compensation Discussion & Analysis (CD&A) section.		● Continued to strengthen reporting. We published our second annual Sustainability Report and Diversity Report; we also published an inaugural Human Rights Report, with increased detail about governance and due diligence processes related to human rights and our supply chain. ● Climate reporting. We reported Scope 3 emissions for use of sold products for the first time for our Power and Aerospace businesses in the Sustainability Report, with business-specific views of the technology roadmaps to make progress toward net zero by 2050.

GE 2023 PROXY STATEMENT 5

Table of Contents

6 GE 2023 PROXY STATEMENT

Table of Contents



Board Nominees

TENURE			AGE
3.4 years average tenure			61.8 years average age
Our Board term limit is 15 years			Our Board age limit is 75 years
2 New (<1 year)	6 Medium-tenured (1-5 years)	2 Longer-tenured (≥6 years)	2 <60 years	6 60-65 years	2 >65 years



DIVERSITY 2 of 4 Board leadership positions are held by women Our policy is to build a cognitively diverse board representing a range of backgrounds			INDEPENDENCE All independent except for the CEO All director nominees except our CEO are independent and meet heightened independence standards for our audit, compensation and governance committees
4 Female (40%)	1 Ethnically diverse (10%)	3 Born outside U.S. (30%)	9 Independent	1 Not Independent

Qualifications and Attributes

The committee memberships indicate the anticipated composition of the committees of the Board following the Annual Meeting, if each nominee is elected. For a description of committees as of the date of this proxy and committee activities during 2022, see Board Committees on page 17. Our director nominees’ primary qualifications and attributes are highlighted in the following matrix. The matrix is intended as a high-level summary and not an exhaustive list of each director’s skills or contributions to the Board.

	PRIMARY QUALIFICATIONS AND ATTRIBUTES
		GE COMMITTEES
NAME		A	C	G
Stephen Angel
Sébastien Bazin
H. Lawrence Culp, Jr.
Edward Garden
Isabella Goren
Thomas Horton
Catherine Lesjak
Darren McDew NEW
Paula Rosput Reynolds
Jessica Uhl NEW

ATTENDANCE	QUALIFICATIONS AND ATTRIBUTES			COMMITTEES
All director nominees attended at least 75% of the meetings of the Board and committees on which they served in 2022, and on average we had a 95% attendance rate in 2022.		Industry & Operations	Risk Management	A	Audit Committee	Member
		Finance & Accounting	Global	C	Compensation Committee	Chair
		Investor	Gender/ Racial and Ethnic Diversity	G	Governance Committee	Financial Expert
		Technology

Financial acumen. The Board has determined that each of Mses. Goren, Lesjak, Reynolds and Uhl are “audit committee financial experts” (per SEC rules), and each of these directors is “financially literate” (per NYSE rules).

Key Corporate Governance Practices

● 9 out of 10 director nominees are independent

● Annual election of all directors by majority vote

● No supermajority vote provisions in governing documents

● Annual review of Board leadership structure

● Annual Board and committee self-evaluations

● Board-level oversight of ESG matters

● Strong lead director with clearly delineated duties

● Dual-pronged Board refreshment mechanisms (age & term limits)

● Regular executive sessions of independent directors

● Board and committees may hire outside advisors independently of management

● Proactive year-round shareholder engagement program

● Clawback policy that applies to all cash and equity incentive awards

● Prohibition on hedging & pledging

● Strong stock ownership guidelines and retention provisions

● “Overboarding” limits for directors

● No poison pill or dual-class shares

● Shareholder right to call special meetings (at 10%)

● Proxy access by-law provisions on market terms

GE 2023 PROXY STATEMENT 7

Table of Contents

Nominee Biographies

Board Leadership

CHAIRMAN

H. Lawrence
Culp, Jr.

Director Since: 2018

Age: 59

Birthplace:

United States

Chairman and CEO, General Electric, Boston, MA
(since 2018) and CEO, GE Aerospace, Cincinnati, OH (since 2022)

LEAD DIRECTOR

Thomas
Horton

Director Since: 2018

Age: 61

Birthplace:
United States

INDEPENDENT

Partner, Global Infrastructure Partners, an infrastructure
investment fund, New York, NY (since 2019)

PRIOR BUSINESS EXPERIENCE

● Senior Advisor, Bain Capital Private Equity, a global private equity firm (2017–2018)

● Senior Lecturer, Harvard Business School (2015–2018)

● Former CEO and President, Danaher (2001–2014), a global science and technology company operating in the healthcare, environmental and applied-end markets; joined Danaher subsidiary Veeder-Root in 1990, serving in a number of leadership positions within Danaher, including COO and, following his retirement, Senior Advisor (2014–2016)

CURRENT PUBLIC COMPANY BOARDS

● General Electric

● GE HealthCare

PAST PUBLIC COMPANY BOARDS

● GlaxoSmithKline

● Danaher

● T. Rowe Price Group

OTHER POSITIONS

● Member and former Chairman, Board of Visitors & Governors, Washington College

● Member, Board of Trustees, Wake Forest University

EDUCATION

● Washington College

● MBA, Harvard Business School

GE COMMITTEE MEMBERSHIP

● Governance

PRIOR BUSINESS EXPERIENCE

● Senior Advisor, Warburg Pincus LLC, a private equity firm focused on growth investing (2015–2019)

● Chairman, American Airlines Group, one of the largest global airlines (formed following the merger of AMR Corporation and US Airways) (2013–2014)

● Chairman and CEO, American Airlines (2011–2014)

● Chairman and CEO, AMR (parent company of American Airlines) (2010–2013)

● EVP and CFO, AMR (2006–2010)

● Vice Chairman and CFO, AT&T (2002–2006)

● SVP and CFO, AMR (2000–2002); joined AMR in 1985, serving in various finance and management roles

CURRENT PUBLIC COMPANY BOARDS

● General Electric

● Walmart (lead director)

PAST PUBLIC COMPANY BOARDS

● Qualcomm

● EnLink Midstream

OTHER POSITIONS

● Executive Board Member, Cox School of Business, Southern Methodist University

EDUCATION

● Baylor University

● MBA, Southern Methodist University

8 GE 2023 PROXY STATEMENT

Table of Contents

Board Leadership

CHAIR: Audit Committee*

Isabella
Goren

Director Since: 2022

Age: 62

Birthplace:
Ukraine

INDEPENDENT

Former Chief Financial Officer of American Airlines and AMR Corporation, a global airline, Fort Worth, TX (2010-2013)

CHAIR: Compensation Committee

Stephen
Angel

Director Since: 2022

Age: 67

Birthplace:
United States

INDEPENDENT

Chairman and Former CEO, Linde, a global industrial gases and engineering company, Dublin, Ireland (since 2022)

CHAIR: Governance & Public Affairs Committee

Paula Rosput
Reynolds

Director Since: 2018

Age: 66

Birthplace:
United States

INDEPENDENT

President and CEO, PreferWest LLC, a business advisory firm, Seattle, WA (since 2009)

GE COMMITTEE MEMBERSHIP

● Audit (Chair)*

PRIOR BUSINESS EXPERIENCE

● CFO, American Airlines and AMR Corporation (2010-2013)

● Senior Vice President, Customer Relationship Marketing, American Airlines and AMR Corporation (2006-2010)

● Vice President, American Airlines (1998-2006)

● President, AMR Services (1996-1998)

● Previously served in various management positions at American Airlines (1986-1996)

● Chemical Engineer, Dupont (1983-1985)

CURRENT PUBLIC COMPANY BOARDS

● General Electric

● Marriott International

PAST PUBLIC COMPANY BOARDS

● Gap

● LyondellBasell Industries

OTHER POSITIONS

● Director, MassMutual

● Director, National Association of Corporate Directors, North Texas

● Member of the Advisory Board, The University of Texas at Austin, Cockrell School of Engineering

● Member of the Executive Board, Lyle School of Engineering, Southern Methodist University

EDUCATION

● University of Texas at Austin

● MBA, Southern Methodist University

* Upon reelection to the Board, Ms. Goren will become Chair of the Audit Committee

GE COMMITTEE MEMBERSHIP

● Compensation (Chair)

PRIOR BUSINESS EXPERIENCE

● CEO, Linde (2018-2022)

● President & CEO, Praxair (subsequently Linde) (2007-2018)

● President & COO, Praxair (2006-2007)

● EVP, North America, Europe and Asia, Praxair (2001-2006)

● Previously held various roles at General Electric (1979-2001)

CURRENT PUBLIC COMPANY BOARDS

● General Electric

● Linde (Chair)

● PPG Industries

PAST PUBLIC COMPANY BOARDS

● Praxair (Chair)

EDUCATION

● North Carolina State University

● MBA, Loyola College

GE COMMITTEE MEMBERSHIP

● Audit

● Governance (Chair)

PRIOR BUSINESS EXPERIENCE

● Vice Chairman and Chief Restructuring Officer, American International Group (2008–2009)

● Chairman, President and CEO, Safeco Insurance Company of America (2005–2008)

● Chairman and CEO, AGL Resources (1998–2005)

● CEO, Duke Energy Power Services, Duke Energy (1995–1998)

● Previously served in various leadership positions at Associated Power Services, Pacific Gas Transmission Co. and Pacific Gas and Electric Company

CURRENT PUBLIC COMPANY BOARDS

● General Electric

● BP

● National Grid UK (Chair)

PAST PUBLIC COMPANY BOARDS

● Air Products & Chemicals

● Anadarko Petroleum

● BAE Systems

● CBRE Group

● Circuit City Stores

● Coca-Cola Enterprises

● Delta Air Lines

● TransCanada

EDUCATION

● Wellesley College

GE 2023 PROXY STATEMENT 9

Table of Contents

Sébastien
Bazin

Director Since: 2016

Age: 61

Birthplace:
France

INDEPENDENT

Chairman and CEO, AccorHotels, a global hotel company, Paris, France (since 2013)

Edward
Garden

Director Since: 2017

Age: 61

Birthplace:
United States

INDEPENDENT

Chief Investment Officer and Founding Partner, Trian Fund Management, L.P., an investment management firm, New York, NY (since 2005)

Catherine
Lesjak

Director Since: 2019

Age: 64

Birthplace:
Canada

INDEPENDENT

Former Chief Financial Officer, HP, a global technology company, and its predecessor, Hewlett-Packard, Palo Alto, CA (2007-2018)

GE COMMITTEE MEMBERSHIP

● Compensation

● Governance

PRIOR BUSINESS EXPERIENCE

● CEO, Europe Colony Capital, a private investment firm (1997–2013)

● Group Managing Director, CEO and General Manager, Immobilière Hôtelière (1992–1997)

● Began career in 1985 in U.S. finance sector, becoming Vice President, M&A, PaineWebber

CURRENT PUBLIC COMPANY BOARDS

● General Electric

● AccorHotels, including Accor Acquisition Company (sponsored by Accor)

PAST PUBLIC COMPANY BOARDS

● Huazhu Group

● Carrefour

● Banyan Tree Holding

OTHER POSITIONS

● Vice Chairman, Supervisory Board, Gustave Roussy Foundation, cancer research funding

● Chairman, Safar Ventures

EDUCATION

● Sorbonne University

● MA (Economics), Sorbonne University

GE COMMITTEE MEMBERSHIP

● Compensation

PRIOR BUSINESS EXPERIENCE

● Vice Chairman and Director, Triarc Companies (subsequently The Wendy’s Company and previously Wendy’s/Arby’s Group) (2004–2007) and Executive Vice President (2003–2004)

● Managing Director, Credit Suisse First Boston (1999–2003)

● Managing Director, BT Alex Brown (1994–1999)

CURRENT PUBLIC COMPANY BOARDS

● General Electric

● Janus Henderson Group

PAST PUBLIC COMPANY BOARDS

● Invesco

● Legg Mason

● The Bank of New York Mellon

● The Wendy’s Company

● Family Dollar Stores

● Pentair

EDUCATION

● Harvard College

GE COMMITTEE MEMBERSHIP

● Audit

● Governance

PRIOR BUSINESS EXPERIENCE

● Interim Chief Operating Officer, HP (2018–2019)

● Interim CEO, Hewlett Packard (2010)

● Senior Vice President and Treasurer, HP (2003–2007)

● Previously served in various leadership positions within the financial organization at HP and Hewlett Packard, including as Global Controller, Software Solutions; Controller and Credit Manager for Commercial Customers; and as Manager, Financial Operations, Enterprise Marketing and Solutions (joined Hewlett Packard in 1986)

CURRENT PUBLIC COMPANY BOARDS

● General Electric

● PROS Holdings

● GE HealthCare

PAST PUBLIC COMPANY BOARDS

● SunPower (Chair, Audit Committee)

OTHER POSITIONS

● Board, Haas School of Business, University of California, Berkeley

EDUCATION

● Stanford University

● MBA, University of California, Berkeley

10 GE 2023 PROXY STATEMENT

Table of Contents

Darren
McDew

Director Since: 2023

Age: 62

Birthplace:
United States

INDEPENDENT

Retired Four-Star General, United States Air Force, and Former Commander of U.S. Transportation Command, Scott Air Force Base, Illinois (2015 - 2018)

Jessica Uhl

New Director Nominee

Age: 55

Birthplace:
United States

INDEPENDENT

Former Chief Financial Officer, Shell plc, a global energy and petrochemical company, London, England (2017-2022)

GE COMMITTEE MEMBERSHIP

● Governance

PRIOR GOVERNMENT EXPERIENCE

● Four-star general who served for 36 years in the United States military before retiring in October 2018.

● Commander, U. S. Transportation Command, the single manager for global air, land and sea transportation for the U.S. Department of Defense from 2015 to 2018.

● Held various leadership roles across the U. S. Military, including Vice Director for Strategic Plans and Policy for the Joint Chiefs of Staff, Military Aide to the President, Director of Air Force Public Affairs, and Chief of Air Force Senate Liaison Division

CURRENT PUBLIC COMPANY BOARDS

● General Electric

● Abbott Laboratories

● Parsons Corporation

OTHER POSITIONS

● Director, United Services Automobile Association (USAA)

● Director, Boys & Girls Club of America

● Advisor, U. S. Innovative Technology

EDUCATION

● Virginia Military Institute

● MS, Aviation Management, Embry-Riddle Aeronautical University

GE COMMITTEE MEMBERSHIP

● Audit*

PRIOR BUSINESS EXPERIENCE

● CFO, Shell plc (2017-2022)

● Executive Vice President, Finance, Integrated Gas, Shell plc (2016-2017)

● Executive Vice President, Finance, Upstream Americas, Shell plc (2014-2015)

● Vice President, Finance,
Unconventionals, Shell plc (2013-2014)

● Vice President, Controller, Upstream and Projects and Technology, Shell plc (2010-2012)

● Vice President, Finance, Shell Lubricants, Shell plc (2009-2010)

● Head of External Reporting, Shell plc (2007-2009)

● Vice President, Business Development, Shell Renewables, Hydrogen & C02, Shell plc (2005-2006)

● Finance Manager, Shell Solar, Shell plc (2004-2005)

CURRENT PUBLIC COMPANY BOARDS

● Goldman Sachs

PAST PUBLIC COMPANY BOARDS

● Shell plc

OTHER POSITIONS

● Vice Chair, Mission Possible Partnership

● Strategic Advisor, Breakthrough Energy

● Advisory Board, Columbia Center for Global Energy Policy

● Trustee, Rocky Mountain Institute

EDUCATION

● University of California, Berkeley

● MBA, INSEAD, France

* Upon election to the Board, Ms. Uhl will be appointed to the Audit Committee

GE 2023 PROXY STATEMENT 11

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Board Composition

The Governance & Public Affairs Committee (Governance Committee) is charged with reviewing the composition of the Board and refreshing it as appropriate. With this in mind, the Governance Committee continuously reviews potential candidates and recommends nominees to the Board for approval. The Board takes a thoughtful approach to its composition to maintain alignment with the company’s evolving corporate strategy.

OUR PATH
FORWARD

In connection with the spin-off of GE HealthCare in January 2023, a new board of directors assumed their roles at that company as it began operating independently. Current GE directors H. Lawrence Culp, Jr. and Catherine Lesjak also serve on the GE HealthCare board, and former GE directors Risa Lavizzo-Mourey and Tomislav Mihaljevic transitioned from the GE Board to the GE HealthCare board at the time of the spin-off. They were joined by GE HealthCare’s CEO Peter Arduini and five new independent directors as GE HealthCare became a public company. The director recruitment efforts continue as we look ahead to the planned separation of GE Vernova and GE Aerospace into independent companies. At the upcoming GE Annual Meeting, shareholders will have the opportunity to elect for the first time two new directors who bring decades of experience relevant to the future companies: Darren McDew and Jessica Uhl. They were recommended as directors by a search firm and by management, respectively.

Director Selection Process

Our Governance Committee, together with the full Board, is responsible for establishing criteria, screening candidates and evaluating the qualifications of persons who may be considered for service on our Board. The Governance Committee considers all shareholder recommendations for director candidates. The following describes the Board’s selection process:

1	SUCCESSION PLANNING
	The Governance Committee prioritizes experiences and attributes to support the current and long-term needs of the company, within the context of the current Board structure, diversity, and mix of skills and experience.
2	IDENTIFICATION OF CANDIDATES
	The Governance Committee engages in a search process to identify qualified director candidates, which process may include the use of an independent search firm, and assesses candidates’ skills, experience and background and their alignment with the company’s portfolio and strategy.
3	INTERVIEWING CANDIDATES
	Qualified director candidates are typically interviewed by the Chairman and CEO, Governance Committee chair, lead director and other members of the Governance Committee, as well as other members of the Board and management, as necessary.
4	DECISION AND NOMINATION
	After determining that the director candidates meet the priorities established by the Governance Committee and will serve in the best interests of the company and its shareholders, the Governance Committee recommends, and the full Board approves, director candidates for appointment to the Board and election by shareholders.
5	ELECTION
	The shareholders consider the nominees and elect directors by majority vote to serve one-year terms.
6	ONGOING ASSESSMENT
	The Governance Committee regularly assesses the composition of the Board to maintain alignment with the company’s strategy, and in connection with the Board’s nomination of a slate of directors the Governance Committee reviews considerations including past contributions by each director; the skills, experiences and diversity represented on the Board; and the results of previous shareholder votes.

Director Recruitment Priorities

RECRUITMENT PRIORITIES GOING FORWARD

	●	Domain expertise aligned with the planned spin-offs

	●	Operational experience

	●	Capital allocation / finance

	●	Government / regulatory

	●	Technology / digital

	●	Diversity

DIRECTOR “MUST- HAVES”

	●	Leadership experience

	●	Highest personal & professional ethics

	●	Integrity & values

	●	A passion for learning

	●	Inquisitive & objective perspective

	●	A sense of priorities & balance

	●	Talent development experience

HOW YOU CAN RECOMMEND A CANDIDATE

Write to the Governance Committee, c/o Corporate Secretary, GE, at the address listed on the inside front cover of this proxy statement and include all information that our by-laws require for director nominations.

HOW WE REFRESH THE BOARD

	●	Board evaluation. Each year, the Board assesses its effectiveness through a thorough evaluation at the Board and committee levels to assess the effectiveness of the directors and their ability to work as a team in the long-term interest of the company. See How We Evaluate the Board’s Effectiveness on page 16.

	●	Term limits. The Board has a 15-year term limit for independent directors.

	●	Age limits. With limited exceptions, directors may not be renominated to the Board after their 75th birthday.

See the Board’s Governance Principles (see Helpful Resources on page 77) for more information on these policies.

12 GE 2023 PROXY STATEMENT

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Important Factors in Assessing Board Composition
The Governance Committee strives to maintain an independent Board with broad and diverse experience and judgment that is committed to representing the long-term interests of our shareholders. The Governance Committee considers a wide range of factors when selecting and recruiting director candidates, including:

Creating an experienced, qualified Board with high personal integrity and character, and expertise in areas relevant to GE.

The Governance Committee seeks directors who possess extraordinary leadership qualities and demonstrate a practical understanding of organizations, processes, people, strategy, risk management and how to drive change and growth. Additionally, we believe directors should have experience in identifying and developing talent, given the Board’s role in human capital management and succession planning. In addition to these threshold qualities, we seek directors who bring to the Board specific types of experience relevant to GE and the company’s strategy.

Enhancing the Board’s diversity of background.

For decades, GE has been committed to building a cognitively diverse Board comprised of individuals from different backgrounds and with a range of experiences and viewpoints. Specifically, under the Board’s diversity policy, the Governance Committee considers attributes such as race, ethnicity, gender, cultural background and professional experience when reviewing candidates for the Board and in assessing the Board’s overall composition. The Board is committed to using refreshment opportunities to strengthen its cognitive diversity. Additionally, the Governance Committee is committed to considering the candidacy of women and racially and ethnically diverse candidates for future vacancies on the Board. To accomplish this, the Governance Committee will continue to require that search firms engaged by GE include a robust selection of women and racially and ethnically diverse candidates in all prospective director candidate pools. The Governance Committee reviews its effectiveness in balancing these considerations when assessing the composition of the Board.

Complying with regulatory requirements and the Board’s independence guidelines.

The Governance Committee considers regulatory requirements affecting directors, including potential competitive restrictions. It also looks at other positions the director has held or holds (including other board memberships), and the Board reviews director independence.

How We Assess Board Size

The Governance Committee takes a fresh look at Board size each year, consistent with the Board’s Governance Principles (see Helpful Resources on page 77). Based on the Board’s recent self-evaluations, assessment of trends with peer companies, and taking into account investor feedback, the Board anticipates it will continue to maintain approximately its current size. However, the Board may add additional directors in connection with our planned spin-offs.

Board Skills and Experience

9/10

INDUSTRY & OPERATIONS EXPERIENCE

We have sought directors with management and operational experience in the industries in which we compete. For example, in the last two years we have added directors with power, aviation and technology expertise.

9/10

FINANCE & ACCOUNTING EXPERIENCE

GE uses a broad set of financial metrics to measure its performance, and accurate financial reporting and robust auditing are critical to our success. We have added a number of directors who qualify as audit committee financial experts, and we expect all of our directors to have an understanding of finance and financial reporting processes.

4/10

INVESTOR EXPERIENCE

To promote strong alignment with our investors, we have added directors who have experience overseeing investments and investment decisions. We believe that these directors can help focus management and the Board on the most critical value drivers for the company, including with respect to setting executive compensation targets and objectives.

4/10

TECHNOLOGY EXPERIENCE

As a high-tech industrial company and leading innovator, we seek to add additional directors with technology backgrounds because our success depends on developing and investing in new technologies and ideas. Technology experience has become increasingly important as our products become more reliant on digital applications.

10/10

RISK MANAGEMENT EXPERIENCE

In light of the Board’s role in overseeing risk management and understanding the most significant risks facing the company, including strategic, operational, financial, legal and compliance and reputational risks, we seek directors with experience in risk management and oversight.

10/10

GLOBAL EXPERIENCE

We seek directors with global business experience because GE’s continued success depends on continuing to grow our businesses outside the United States. For example, in 2022, 57% of our revenue was attributable to activities outside the United States.

GE 2023 PROXY STATEMENT 13

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Board Leadership Structure

GE believes that independent board oversight is an essential component of strong corporate performance. We also believe that the decision as to whether the positions of Chairman and CEO should be combined or separated, and whether an executive or an independent director should serve as the Chairman should be based upon the circumstances facing the company. Maintaining flexibility on this policy allows the Board to choose the leadership structure that will best serve the interests of the company and its shareholders at any particular time.

WHY OUR BOARD LEADERSHIP STRUCTURE IS APPROPRIATE FOR GE AT THIS TIME. The Board continues to believe that its current leadership structure, which has a combined role of Chairman and CEO, counterbalanced by a strong independent Board led by a lead director and independent directors chairing each of the Board committees, is in the best interests of GE and its shareholders. In the Board’s view, this structure allows Mr. Culp, as Chairman and CEO, to drive strategy and agenda setting at the Board level, while maintaining responsibility for executing on that strategy as CEO. At the same time, our lead director, Thomas Horton, works with Mr. Culp to set the agenda for the Board and also exercises additional oversight on behalf of the independent directors. In addition, the Board believes that combining the roles of Chairman and CEO is important to provide clarity on decision-making and accountability as we execute on our strategic transformation into three independent companies, and any potential conflicts that might result from combining the roles can be effectively mitigated through the duties of our lead director. The Board will continue to review the appropriateness of this structure and consider shareholder feedback from our ongoing engagements.

HOW WE SELECT THE LEAD DIRECTOR. The Governance Committee reviews potential candidates’ qualifications and attributes, including leadership and previous public company experience, and considers feedback from the current lead director, other Board members and the Chairman. The Governance Committee then makes a recommendation to the Board’s independent directors, who after review, elect the lead director. Thomas Horton, former Chairman and CEO of American Airlines, was first elected as the lead director in September 2018.

The Lead Director’s Role

The lead director has the following responsibilities (and may also perform other functions at the Board’s request), as detailed in the Board’s Governance Principles:

●	Board leadership — provides leadership to the Board in any situation where the Chairman’s role may be perceived to be in conflict, and chairs Board meetings in the absence of the Chairman

●	Board agenda, schedule & information — approves the agenda (with the ability to add agenda items), schedule and information sent to directors and calls additional meetings as needed

●	Leadership of independent director meetings — calls and leads independent director meetings, which are regularly scheduled (in addition to the numerous informal sessions that occur throughout the year) without any management directors or GE employees present

●	Chairman-independent director liaison — regularly meets with the Chairman and serves as liaison between the Chairman and the independent directors (although every director has direct access to the Chairman)

●	Shareholder communications — makes himself/herself available as the primary Board contact for direct communication with our significant shareholders

●	Board governance processes — works with the Governance Committee to guide the Board’s governance processes, including the annual Board self-evaluation and the annual Chairman’s evaluation

●	Board leadership structure review — oversees the Board’s periodic review and evaluation of its leadership structure

●	Committee chair selection — advises the Governance Committee in choosing committee chairs

			CHAIRMAN OF THE BOARD & CEO

			LEAD DIRECTOR elected solely by independent directors

			CHAIRS The chairs of our Audit, Compensation and Governance committees are independent

Considerations
in selecting current
lead director:

THOMAS HORTON

Mr. Horton was first elected to our Board at the 2018 Annual Meeting. During his tenure on our Board, he has established strong working relationships with his fellow directors and garnered their trust and respect. Furthermore, he has demonstrated strong leadership skills, independent thinking and a deep understanding of our businesses and their industries.

The independent directors’ decision to select Mr. Horton as lead director took into account the tenures and capabilities of each independent director, along with a potential candidate’s willingness and ability to serve as lead director, understanding that the position entails significant responsibility and time commitment. The Board considered that Mr. Horton also serves as lead independent director for Walmart. However, in reviewing Mr. Horton’s time commitment at Walmart, the independent directors noted that Walmart has three separate positions for CEO, chairman, and lead independent director, which mitigated concerns about Mr. Horton’s ability to dedicate sufficient time to the role as GE’s lead director under the circumstances.

14 GE 2023 PROXY STATEMENT

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Board Governance Practices

Our Board seeks to operate with the highest degree of effectiveness, supporting a dynamic boardroom culture of independent thought and intelligent debate on critical matters. We take a comprehensive, year-round view of corporate governance and our adoption of best practices impacts our leadership structure, Board composition and recruitment, director engagement, and accountability to shareholders. Our Board and committee evaluation process allows for annual assessment of our Board practices and the opportunity to identify areas for improvement.

	How We Evaluate the Board’s Effectiveness

	Annual Evaluation Process

	The Governance Committee oversees and approves the annual formal Board evaluation process and determines whether it is appropriate for the evaluations to be conducted by the lead director or an independent consultant each year. In 2022, the evaluation process was conducted by Mr. Horton as lead director.




	1	WRITTEN QUESTIONNAIRES
		Directors completed written questionnaires, which are benchmarked and refreshed each year focusing on the performance of the Board and each of its committees.





	2	INDIVIDUAL INTERVIEWS
		The lead director conducted one-on-one interviews with each member of the Board focused on:

	●	reviewing the Board’s and its committees’ performance over the prior year; and

	●	identifying areas for potential enhancements of the Board’s and its committees’ processes going forward.




	3	DISCUSSION OF RESULTS
		The lead director reviewed the written questionnaire and interview responses with the chairs of each committee and then met with the full Board to discuss the findings from the evaluation.



	4	USE OF FEEDBACK
		The Board and each of its committees developed plans to take actions based on the results, as appropriate.

GE 2023 PROXY STATEMENT 15

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Board Operations

2022 Areas of Focus

● Long-term strategy and business portfolio reviews, including oversight of our strategic transformation

● Strategy for the energy transition and climate change

● Capital structure and liquidity, particularly in connection with our plan to create three investment grade rated public companies

● Business operating and performance reviews

● Sustainability, including external reporting

● Management succession planning

● Aviation sector recovery, and current industry dynamics

● Enterprise risk management

A Typical GE Board Meeting

During 2022, the Board held seven regularly scheduled meetings, plus five special meetings. Five regularly scheduled meetings were held in-person and two regularly scheduled meetings were held virtually, and the schedules were adjusted to accommodate director participation from different time zones. All special meetings were held virtually.

1	BEFORE THE MEETING	Board committee chairs: prep meetings with management, auditors and outside advisors	Management: internal prep meetings
2	THURSDAY (DAY 1)	Daytime: Board committee meetings & Board meeting	Evening: informal gathering with management & Board working dinner
3	FRIDAY (DAY 2)	Early morning: independent directors’ breakfast session	Daytime: full Board meeting (including reports from each committee chair) followed by an executive session
4	AFTER THE MEETING	Management: debrief sessions to discuss & respond to Board follow-up items


	Full Board 12 meetings in 2022

	Chairman H. Lawrence Culp, Jr.		Lead Director Thomas Horton



	Independent Director Meetings The independent directors meet regularly in executive sessions at scheduled Board meetings. They may have other special meetings throughout the year. These executive sessions are designed to promote candor and discussion of matters in a setting that is independent of the Chairman and CEO. The lead director chairs each of these executive sessions.

The GE Board in Action: 2022 Highlights

Our Board recognizes that its oversight of our strategic priorities and responsibility to GE shareholders requires a personal and professional commitment that extends well beyond regularly scheduled Board meetings. Ongoing and meaningful engagement with the business is critical to staying informed and provides the type of insight that allows our directors to provide effective guidance to our leadership team and to engage in constructive dialogue with each other.

ENGAGEMENT WITH SHAREHOLDERS Governance Discussions Engagement with shareholders included Thomas Horton (lead director) DIRECTOR EDUCATION Ongoing Functional Deep Dives Periodic sessions with insurance and legal teams Kaizen Events Participation in education sessions on Lean fundamentals and other lean events New Director Orientation Full orientation program for new directors	ENGAGEMENT WITH THE BUSINESSES Regular Board Calls Provide an opportunity for the CEO and the rest of the Board to discuss company operations in real-time Quarterly Senior Leadership Meetings Director attendance and presentations Business Visits and Functional Deep Dives Provide opportunity for direct employee interaction and better understanding of GE culture	BUSINESS AND STRATEGY REVIEW SESSIONS ● Director participation at strategy sessions for GE Aerospace (September) ● Director participation at strategy reviews for GE Vernova (October) SITE VISITS BY DIRECTORS ● GE Global Research Center in Niskayuna, NY ● GE Gas Power in Schenectady, NY ● GE Gas Power in Greenville, SC ● GE Aerospace in Evendale, OH ● GE HealthCare in Waukesha, WI GE LEADERSHIP MEETINGS ● Director participation in quarterly leadership meetings for top ~900 company executives


		Regular calls with CEO

16 GE 2023 PROXY STATEMENT

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Board Committees


COMMITTEE COMPOSITION Listed to the right are the current members of each committee. Independence. All committee members satisfy the NYSE’s and GE’s definitions of independence. COMMITTEE OPERATIONS Each committee meets periodically throughout the year, reports its actions to the Board, receives reports from senior management, annually evaluates its performance and can retain outside advisors. Formal meetings are typically supplemented with additional calls and sessions. COMMITTEE RESPONSIBILITIES The key responsibilities of each committee are listed to the right. For more detail, see the Governance Principles and committee charters (see Helpful Resources on page 77).	Audit	Governance & Public Affairs	Management Development & Compensation
	10 meetings in 2022	6 meetings in 2022	9 meetings in 2022
	Chair Leslie Seidman Other Members D’Souza, Goren, Lesjak & Reynolds	Chair Paula Rosput Reynolds Other Members Bazin, Horton & Lesjak	Chair Stephen Angel Other Members Bazin, D’Souza, & Garden






	Recent Activities and Key Focus Areas
	● Overseeing the simplification of the company’s financial reporting ● Overseeing the independent auditor, including the detailed audit plan and budget ● Conducting cross-functional reviews with internal audit staff, tax, cyber/IT and compliance ● Overseeing the enterprise risk management framework and risk assessment measures ● Overseeing material litigation strategy and the compliance and cybersecurity programs	● Overseeing the development of the company’s sustainability and environmental, social and governance (ESG) commitments and strategies and enhancements to disclosure ● Reviewing the Board’s leadership structure and committee composition ● Identifying and recruiting new directors ● Overseeing the company’s safety programs and performance ● Overseeing management of environmental remediation efforts	● Reviewing critical talent to support the needs of GE with focus on human capital management, succession planning, diversity and talent development and retention ● Focusing on increased alignment of pay and performance through effective short- and long-term incentive compensation design ● Engaging with shareholders and reviewing feedback and external benchmarking of compensation practices ● Overseeing cultural transformation for GE, prioritizing leadership behavior

	Our Path Forward
	● Overseeing the carve-out audits for the spin-off companies, preparation of the Form 10 registration statements and standalone readiness of the compliance, internal audit, digital technology, enterprise risk and other key functions in connection with the spin-offs	● Leading the director recruitment efforts in connection with the planned formation of three independent public companies	● Overseeing talent recruitment, development and placement/ retention in connection with the planned business separations and transition to three standalone companies

	Key Responsibilities and Areas of Risk Oversight
	● Oversees GE’s independent auditor, including the audit plan and budget, and monitors independence and performance ● Oversees the effectiveness of GE’s financial reporting processes and systems ● Discusses with auditor and management key reporting practices (including non-GAAP measures), critical audit matters and new accounting standards ● Monitors the effectiveness of GE’s internal controls ● Reviews and evaluates the scope and performance of the internal audit staff and compliance program ● Oversees the company’s enterprise risk management and cybersecurity programs ● Monitors GE’s significant litigation and investigations ● Oversees external reporting on sustainability matters in coordination with the Governance Committee	● Oversees the Board’s governance processes, including all significant governance policies and procedures ● Oversees company policies and strategies related to climate change management, political spending & lobbying, human rights, and environment, health & safety ● Oversees external reporting on sustainability matters in coordination with the Audit Committee ● Reviews and makes recommendations to the Board with respect to director independence ● Reviews Board composition and compensation in connection with long-term strategy and identifies new directors for GE ● Oversees Board and committee self-evaluations ● Reviews conflicts of interest, as applicable	● Oversees GE’s executive compensation policies, practices and programs ● Reviews material elements of executive compensation, including equity awards, deferred compensation, severance and perquisites ● Oversees and approves goals and objectives for performance-based equity awards and evaluates performance against those goals ● Evaluates and approves compensation of the CEO ● Reviews risk assessment of compensation policies and practices ● Oversees development of executive succession plans, including recruitment, development and retention efforts for all employees ● Oversees strategies and policies related to human capital management, including matters such as diversity, equity and inclusion, workplace environment and culture, and talent recruitment, development, engagement and retention

GE 2023 PROXY STATEMENT 17

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Key Areas of Board Oversight

Strategy

The Board has oversight responsibility for management’s establishment and execution of corporate strategy, and elements of strategy are discussed at every regularly scheduled Board meeting. The Board also engages directly with the leaders of GE’s businesses and regularly reviews the businesses’ strategic and operational priorities, competitive environment, market challenges, economic trends and regulatory developments. GE’s annual long-term strategy process focuses on key strategic questions identified for each business. The leadership teams from the businesses discuss these questions, and their business priorities for the coming year as informed by the long-term strategy process, with the Board during strategy sessions in December of each year. A long-term orientation and these key strategic questions continue to be integrated with how we set multi-year priorities across our businesses, as well as our budgets and operational and financial objectives. The Board at meetings throughout the year also regularly discusses capital allocation plans, the company’s performance against its operating plan and annual budget and potential mergers, acquisitions and dispositions with a view toward alignment with our strategic priorities.

OUR PATH
FORWARD

In 2021, the full Board conducted a rigorous portfolio and business strategy review over several months, culminating in the announcement of the plan to separate GE’s businesses into three industry-leading public companies, focusing on the growth sectors of healthcare, aviation and energy. During 2022, the Board remained closely engaged with our ongoing execution for this strategic transformation, while also continuing to conduct rigorous reviews of business strategy and performance. In January 2023, we completed a spin-off to separate GE HealthCare, creating a global leader in precision healthcare. The Board continues to oversee the strategic transformation as we work to drive long-term growth and value for customers, investors and employees with the planned launch of GE Vernova and GE Aerospace as standalone companies with a second spin-off.

Enterprise Risk Management

Risk assessment and risk management are the responsibility of the company’s management, and the Board has oversight responsibility for those processes. The Audit Committee assists with the oversight of the company’s enterprise risk management framework, and the Board has also delegated specific risk oversight responsibility to committees of the Board based on the expertise of those committees. Our Governance Principles and committee charters define the risk areas for which each committee has ongoing oversight responsibility, while the Board as a whole focuses on the most significant risks facing the company. Throughout the year, the Board and the committees to which it has delegated responsibility dedicate a portion of their meetings to review and discuss specific risk topics in greater detail.

GE’s Chief Risk Officer coordinates the company’s enterprise risk management framework and reports regularly to the Audit Committee and the full Board on risk topics. During 2022, reviews with the Audit Committee or Board have included discussions of top enterprise risks, risk management processes at the GE business-level, and risks related to the company’s strategic planning and priorities. Additionally, during 2022, the Audit Committee spent significant time reviewing key risks and standalone readiness related to the GE HealthCare spin-off.

We typically organize enterprise risks into the broad categories of strategic, operational, financial, legal and compliance, and reputational risks. Risks identified through our risk management processes are prioritized and, depending on the probability and severity of the risk as well as the immediacy of the risk assessed, escalated as appropriate. Senior management discusses these risks regularly with the risk owners within the businesses or at the corporate level. Risk leaders within the businesses and corporate functions are responsible for identifying key risks and presenting risk assessments to senior management and, when appropriate, to the full Board or the relevant Board committee. For example, each GE business discusses its top enterprise risks during quarterly operating reviews, as well as risk mitigation strategies and other related considerations. In addition, at regularly scheduled Board meetings, GE business leaders review their risk management programs and top risks with the Audit Committee, which is responsible for the oversight of GE’s overall enterprise risk management framework. The GE business leaders also present periodically to the full Board. For a discussion of key risks that could have a material adverse effect on our business, reputation, financial position and results of operations, please refer to the Risk Factors section of our Annual Report on Form 10-K for the year ended December 31, 2022.

Sustainability

GE is rising to the challenge of building a world that works, with a focus on opportunities for our technology in the future of smarter and more efficient flight and the energy transition to drive decarbonization. In connection with the planned spin-offs, we have worked across GE to ensure that the independent companies we are creating will operate with sustainability at their core on day one. We are fully seizing the opportunity to focus on the critical global needs in energy and aviation, merging the legacy of GE’s technology and culture and the best-in-class expertise of modern sustainability programs.

We recognize the importance of these topics to our shareholders and other stakeholders, and sustainability is a driving force behind the work we do and the company’s long-term value. More information that may be of interest to a variety of stakeholders about GE’s sustainability approach, priorities and performance, including about safety, greenhouse gas emission reductions for our own operations and for our products, including Scope 3 emissions from use of sold products, environmental stewardship, diversity and inclusion (as also discussed further below), supply chain and human rights and other matters, can be found in our Sustainability Report. Among other things, the Sustainability Report includes our ambition to be a net zero company by 2050, targets for reducing Scope 1 and Scope 2 emissions, Scope 3 reporting for use of sold products and TCFD-aligned reporting on climate-related risks.

Sustainability is an integrated aspect of how we think about strategy and risk. Our Board and management believe the long-term interests of shareholders are advanced by responsibly addressing the concerns of other stakeholders and interested parties including employees, recruits, customers, suppliers, GE communities, government officials and the public at large. We believe the integration of a sustainability lens with our daily operations, culture and company priorities is important to driving results. At the Board level, these topics often span multiple functional categories and areas of oversight, and therefore oftentimes involve discussion at the full Board level rather than individual committees. In addition, our Governance Committee has oversight responsibility for GE’s priorities and external reporting related to sustainability matters, and our Audit Committee also plays a role in the oversight of such external reporting, including reporting on these matters in SEC filings and data quality related to this reporting.

For additional reporting on sustainability and ESG matters, see our ESG webpages, our 2021 Sustainability Report, our 2021 Human Rights Report and our 2021 Diversity Annual Report (see Helpful Resources on page 77).

Our Reach

ENERGY TRANSITION

1/3 of the world’s electricity

generated with the help of our technology

FUTURE OF FLIGHT

3 out of 4 commercial

flights powered by GE or partner engines

18 GE 2023 PROXY STATEMENT

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Board Oversight
Key Areas Related to Strategy, Risk & Sustainability

FULL BOARD		AUDIT COMMITTEE
● Long-term strategy ● Most significant risks facing GE ● Reviews with each business ● Financial performance ● Energy transition and climate change		● Financial statements, systems & reporting ● Regulatory, compliance and litigation risks ● Cybersecurity ● Enterprise risk management framework ● Auditors (internal and external)

GOVERNANCE & PUBLIC AFFAIRS COMMITTEE		MANAGEMENT DEVELOPMENT & COMPENSATION COMMITTEE
● Corporate governance ● Legislative, regulatory and public policy matters ● Environmental, health and safety matters ● Support of full Board’s oversight on climate change ● External reporting related to sustainability/ESG matters		● Human capital management, including diversity and pay equity ● Talent development ● Succession planning ● Executive compensation

Key Governance Processes
Management Level


OPERATING REVIEWS	ORGANIZATION & TALENT REVIEWS	LONG-TERM STRATEGY REVIEWS	BUDGET PROCESS
Quarterly GE CEO reviews with each business on their operating priorities, execution against plan and top risks	Annual GE CEO review dedicated to organization and critical talent strategy to drive business results, including action plans related to cultural transformation and diversity	Annual long-range review of business strategy, technology roadmap and competitive position, including investment requirements to deliver sustainable growth	Annual budget planning process, designed to focus near-term financial execution and investments profile to deliver long-term strategic objectives

Enterprise Risk Management Framework

Strategic
Risk

Operational
Risk

Financial
Risk

Legal &
Compliance
Risk

Reputational
Risk

GE 2023 PROXY STATEMENT 19

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Other Governance Policies & Practices

Director Attendance at Meetings

The Board expects directors to attend all meetings of the Board and the committees on which the director serves as well as the Annual Meeting.

BOARD/COMMITTEE MEETINGS. In 2022, each of our current directors attended at least 75% of the meetings held by the Board and committees on which the member served during the period the member was on the Board or committee. Average attendance by our directors for these meetings was 95% during 2022.

ANNUAL SHAREHOLDERS MEETING. All of our then-serving directors attended the 2022 Annual Meeting.

Board Integrity Policies

CODE OF CONDUCT. All directors, officers and employees of GE must act ethically at all times and in accordance with GE’s code of conduct (The Spirit & The Letter). Under the Board’s Governance Principles, the Board does not permit any waiver of any ethics policy for any director or executive officer. The Spirit & The Letter, and any amendments to the code that we are required to disclose under SEC rules, are posted on GE’s website (see Helpful Resources on page 77).

CONFLICTS OF INTEREST. All directors are required to recuse themselves from any discussion or decision affecting their personal, business or professional interests. If an actual or potential conflict of interest arises, the director is required to promptly inform the chairman/CEO and the lead director. The Governance Committee reviews any such conflict of interest. If any significant conflict cannot be resolved, the director involved is expected to resign.

Limits on Director Service on
Other Public Boards

GE POLICY. As discussed in detail in the Board’s Governance Principles, and summarized in the table below, the Board has adopted policies designed to help ensure that all our directors have sufficient time to devote to GE matters.

		PERMITTED # OF PUBLIC COMPANY BOARDS (INCLUDING GE)
Public company executives		2*
Other directors		4
		PERMITTED # OF PUBLIC COMPANY AUDIT COMMITTEES (INCLUDING GE)
Audit Committee member		3**
		OTHER RESTRICTIONS
Lead Director		Typically, should not serve as lead director, chair or CEO of another public company


*	Service on the board of a public company for which a director serves as an executive, together with service on the board of any public company subsidiary or public affiliates as part of the director’s executive responsibilities, shall count as one board for purposes of this limit.
**	Unless the member is a retired certified public accountant, CFO, controller or has similar experience in which case the limit for such member shall be four public company audit committees (including GE) if the Board affirmatively determines that such service does not impair service on GE’s Audit Committee.

HOW LIMITS WERE APPLIED TO HORTON. In appointing Mr. Horton as lead director, the independent directors considered the fact that Mr. Horton is also the lead director for Walmart. In reviewing Mr. Horton’s time commitment at Walmart, the independent directors noted that Walmart has three separate positions for CEO, chairman and lead independent director, mitigating the potential time commitment of the lead director. The Board determined that Mr. Horton could serve in both roles under the circumstances.

HOW YOU CAN FIND MORE INFORMATION ABOUT OUR GOVERNANCE PRACTICES

Each year we review GE’s governance documents and update them as appropriate. These documents include the Board’s Governance Principles — which include our director qualifications and director independence guidelines — as well as Board committee charters. The web links for these materials can be found under Helpful Resources on page 77.

HOW YOU CAN COMMUNICATE WITH YOUR BOARD

The Audit Committee and the independent directors have established procedures to enable anyone who has a comment or concern about GE’s conduct — including any employee who has a concern about our accounting, internal accounting controls or auditing matters — to communicate that comment or concern directly to the lead director or to the Audit Committee. Information on how to submit these comments or concerns can be found on GE’s website (see Helpful Resources on page 77).

20 GE 2023 PROXY STATEMENT

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How We Assess Director Independence

BOARD MEMBERS. The Board’s Governance Principles require all non-management directors to be independent. All of our director nominees (shown under Election of Directors on page 6) other than Mr. Culp are independent. In addition, Mr. D’Souza and Ms. Seidman, who are not standing for reelection at the Annual Meeting, Drs. Lavizzo-Mourey and Mihaljevic, who served on the Board until January 2023, Mr. Carter, who served on the Board until October 2022, and James Tisch, who served on the Board until May 2022, were each determined to be independent during the period they served on the Board.

●	The Board’s guidelines. For a director to be considered independent, the Board must determine that he or she does not have any material relationship with GE. The Board’s guidelines for director independence conform to the independence requirements in the New York Stock Exchange’s (NYSE) listing standards. In addition to applying these guidelines, which you can find in the Board’s Governance Principles (see Helpful Resources on page 77), the Board considers all relevant facts and circumstances when making an independence determination.

●	Applying the guidelines in 2022. In assessing director independence for 2022, the Board considered relevant transactions, relationships and arrangements, including relationships among Board members, their family members and the company, as described below.

COMMITTEE MEMBERS. All members of the Audit Committee, Management Development & Compensation Committee, and Governance Committee must be independent, as defined by the Board’s Governance Principles. Committee members must also meet additional committee-specific standards:

●	Heightened standards for Audit Committee members. Under a separate SEC independence requirement, Audit Committee members may not accept any consulting, advisory or other fees from GE or any of its subsidiaries, except compensation for Board service.

●	Heightened standards for members of the Management Development & Compensation and Governance Committees. As a policy matter, the Board also applies a separate, heightened independence standard to members of the Management Development & Compensation and Governance Committees: no member of either committee may be a partner, member or principal of a law firm, accounting firm or investment banking firm that accepts consulting or advisory fees from GE or a subsidiary. In addition, in determining that Management Development & Compensation Committee members are independent, NYSE rules require the Board to consider their sources of compensation, including any consulting, advisory or other compensation paid by GE or a subsidiary.

The Board has determined that all members of the Audit, Management Development & Compensation and Governance Committees are independent and also satisfy applicable committee-specific independence requirements.

Relationships and Transactions Considered for Director Independence

The Board considered the following relationships and transactions in making its determination that all director nominees and all directors that served since the 2022 Annual Meeting, other than Mr. Culp, are independent.

2022 TRANSACTIONS CONSIDERED FOR DIRECTOR INDEPENDENCE

DIRECTOR/NOMINEE	ORGANIZATION	RELATIONSHIP	SALES TO GE <1% OF OTHER COMPANY’S REVENUES	PURCHASES FROM GE <1% OF OTHER COMPANY’S REVENUES	INDEBTEDNESS TO GE <1% OF GE’S ASSETS
Bazin	AccorHotels	Chair & CEO		N/A	N/A
Horton	Global Infrastructure Partners	Partner		N/A
Mihaljevic	Cleveland Clinic	CEO & President			N/A
Tisch*	Loews (and its subsidiaries)	President & CEO
All directors	Various charitable organizations	Executive, director or trustee	Charitable contributions from GE <1% of the organization’s revenues

*	Mr. Tisch served as our director until our 2022 Annual Meeting on May 4, 2022, at which he did not stand for reelection.

GE 2023 PROXY STATEMENT 21

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Related Person Transactions
& Other Information

HOW WE REVIEW AND APPROVE TRANSACTIONS. We review all relationships and transactions in which the company and our directors and executive officers or their immediate family members participate if the amount involved exceeds $120,000. The purpose of this review is to determine whether they have a material interest in the transaction, including an indirect interest. The company’s legal staff is primarily responsible for making these determinations based on the relevant facts and circumstances, and for developing and implementing processes and controls for obtaining information about these transactions from directors and executive officers. In addition, the Governance Committee reviews and approves any such related person transaction. As described in the Governance Principles, which are available on GE’s website (see Helpful Resources on page 77), in the course of reviewing and approving a disclosable related person transaction, the Governance Committee considers the factors described below. As SEC rules require, we disclose in our proxy statement all such transactions that are determined to be directly or indirectly material to a related person. During 2022, there were no related person transactions that met the requirements for disclosure in this proxy statement.


	FACTORS USED IN ASSESSING RELATED PERSON TRANSACTIONS
	●	Nature of related person’s interest in transaction
	●	Material transaction terms, including amount involved and type of transaction
	●	Importance of transaction to related person and GE
	●	Whether transaction would impair a director or executive officer’s judgment to act in GE’s best interest
	●	Any other matters the committee deems appropriate, including any third-party fairness opinions or other expert reviews obtained in connection with the transaction

For a description of shareholder derivative lawsuits involving certain current and former GE executives and members of the Board, refer to Note 24. Commitments, Guarantees, Product Warranties and Other Loss Contingencies in GE’s financial statements in our Annual Report on Form 10-K for 2022.

Independent Oversight of
Political Spending

The Governance Committee, composed solely of independent directors, oversees the company’s political spending and lobbying. This includes political and campaign contributions as well as any contributions to trade associations and other tax-exempt and similar organizations that may engage in political activity. As part of its oversight role in public policy and corporate social responsibility, the Governance Committee is responsible for the following:

●	Policy oversight. A yearly review of GE’s political spending policies and lobbying practices.
●	Budget oversight. Approval of GE’s annual budget for political activities.
●	Reporting. Oversight of a report on the company’s political spending, which is updated twice each year and made available on our ESG website (see Helpful Resources on page 77).

GE currently discloses the names of all trade associations receiving more than $50,000 from the company, including the portion of the company’s payment used for lobbying or political expenditures, as well as any contributions to 501(c)(4) organizations, beginning with contributions made in 2018. GE’s political spending has declined in recent years, and in 2022 GE did not contribute any corporate funds to political campaigns, committees or candidates for public office.

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Director Compensation

The compensation program for independent directors is designed to achieve the following goals:

●	Fairly pay directors for the work required at a company of GE’s size and scope, as benchmarked against our peer group;
●	Align directors’ interests with the long-term interests of GE shareholders; and
●	Be simple, transparent and easy for shareholders to understand.

Annual Compensation

OVERVIEW. Our independent directors receive annual compensation as shown in the table below. There are no additional meeting fees. The lead director and members of our Board committees receive additional compensation due to the workload and broad responsibilities of these positions.

All independent directors	$	275,000
Lead director	$	50,000
Audit Committee members	$	35,000
Management Development & Compensation Committee members	$	25,000
Governance & Public Affairs Committee members	$	10,000

●	Form of payment. 40% in cash and 60% in awards of deferred stock units (DSUs); directors can elect to defer some or all of the cash portion and instead receive additional DSUs
●	Time of payment. Quarterly installments in arrears
●	Multiple committees. If a director serves on more than one committee, the additional compensation applies separately for each committee
●	Limit on director compensation. $1,000,000 annually, including cash & equity but excluding amounts awarded under the Charitable Award Program (which has been closed to new directors)

HOW DEFERRED STOCK UNITS WORK. Each DSU is equal in value to a share of GE stock and is fully vested upon grant but does not have voting rights. To calculate the number of DSUs to be granted, we divide the target value of the DSUs by the average closing price of GE stock for the 20 days preceding and including the grant date.

DSUs accumulate quarterly dividend-equivalent payments, which are reinvested into additional DSUs. The DSUs are paid out in cash beginning one year after the director leaves the Board. Directors may elect to take their DSU payments as a lump sum or in payments spread out for up to 10 years.

OUR PATH FORWARD		TREATMENT OF DEFERRED STOCK UNITS IN CONNECTION WITH THE GE HEALTHCARE SPIN-OFF.
OUR PATH FORWARD		In the GE HealthCare spin-off, each current or former director of GE (including individuals who are now serving as directors of GE HealthCare and no longer serving as directors of GE) that held outstanding DSUs denominated in GE stock as of the GE HealthCare spin-off retained his or her GE-denominated DSUs and received additional DSUs from GE denominated in shares of GE HealthCare common stock based on the shareholder distribution ratio utilized for the GE HealthCare spin-off. As this treatment is consistent with the manner in which GE shareholders received GE HealthCare shares in the spin-off, it promotes alignment with GE shareholders for directors through the execution of our planned business separations.

OTHER COMPENSATION. Our independent directors may also receive the following benefits:

●	Matching Gifts Program. Independent directors may participate in the GE Foundations Matching Gifts Program on the same terms as GE employees. Under this program, the GE Foundation matches for each participant up to $5,000 for annual contributions to approved charitable organizations.
●	Charitable Award Program. Each director who joined the Board before 2016 may, upon leaving the Board, designate up to five charitable organizations to share in a $1 million GE contribution. Directors may not choose a private foundation with which they are affiliated. The Board terminated this program for new directors in 2015.
●	Incidental Board Meeting Expenses. The company occasionally provides travel and sponsors activities for spouses or other guests of the directors in connection with Board meetings. No such expenses were incurred during 2022.

No Additional Director Compensation

Independent directors do not receive any cash incentive compensation, hold deferred compensation balances (other than DSUs) or receive pension benefits. Since 2003, DSUs have been the only equity incentive compensation awarded to the independent

directors; we ceased granting stock options to directors in 2002, and no independent director had stock options outstanding as of the most recent fiscal year-end. Directors who are company employees do not receive any compensation for their services as directors.

Share Ownership Requirements for Independent Directors

STOCK OWNERSHIP REQUIREMENTS
(MULTIPLES OF ANNUAL CASH RETAINER)

5X for independent directors

All independent directors are required to hold at least $550,000 (which is five times the cash portion of their annual retainer, or $110,000) worth of GE stock and/or DSUs while serving as GE directors. A director has five years from joining the Board to meet this ownership threshold. All directors are in compliance with this requirement.

GE 2023 PROXY STATEMENT 23

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Director Compensation Table

This table shows the compensation that each independent director earned for his or her 2022 Board and committee service. Mr. Garden has advised us that, pursuant to his arrangement with Trian, he transfers to Trian, or holds for the benefit of Trian and/or Trian entities, all director compensation paid to him.

NAME OF DIRECTOR	CASH FEES		STOCK AWARDS		MATCHING GIFTS		TOTAL
Stephen Angel	$	7,639	$	219,545	$	0	$	227,184
Sébastien Bazin	$	0	$	296,667	$	0	$	296,667
Ashton Carter*	$	101,087	$	143,055	$	0	$	244,142
Francisco D’Souza	$	0	$	320,591	$	0	$	320,591
Edward Garden	$	120,000	$	172,258	$	0	$	292,258
Isabella Goren	$	97,716	$	139,368	$	5,000	$	242,084
Thomas Horton	$	141,500	$	202,897	$	0	$	344,397
Risa Lavizzo-Mourey	$	114,000	$	163,645	$	5,000	$	282,645
Catherine Lesjak	$	128,000	$	183,742	$	0	$	311,742
Tomislav Mihaljevic	$	81,643	$	116,115	$	0	$	197,758
Paula Rosput Reynolds	$	100,500	$	224,414	$	0	$	324,914
Leslie Seidman	$	124,000	$	178,000	$	5,000	$	307,000
James Tisch*	$	0	$	94,046	$	0	$	94,046


*	Mr. Carter passed away on October 24, 2022, and Mr. Tisch did not stand for re-election at our 2022 Annual Meeting. The amounts reported for these former directors represent compensation earned for their 2022 service as directors.

CASH FEES. Amount of cash compensation earned in 2022 for Board and committee service.

STOCK AWARDS. Aggregate grant date fair value of DSUs granted in 2022, as calculated in accordance with SEC rules, including amounts that the directors deferred into DSUs in lieu of all or a part of their cash compensation. Grant date fair value is calculated by multiplying the number of DSUs granted by the closing price of GE stock on the grant date (or the last trading day prior to the grant date), which was $91.50 for March 31, 2022 grants, $63.67 for June 30, 2022 grants, $61.91 for September 30, 2022 grants, and $83.79 for December 31, 2022 grants. The table below shows the cash amounts that the directors deferred into DSUs in 2022 and the number of DSUs accrued as of 2022 fiscal year-end.

DIRECTOR	CASH DEFERRED INTO DSUs IN 2022		# DSUs ACCRUED AT 2022 FISCAL YEAR-END*
Stephen Angel	$	87,912	3,138
Sébastien Bazin	$	124,000	22,285
Ashton Carter	$	0	5,658
Francisco D’Souza	$	134,000	27,977
Edward Garden	$	0	12,078
Isabella Goren	$	0	1,976
Thomas Horton	$	0	13,144
Risa Lavizzo-Mourey	$	0	13,252
Catherine Lesjak	$	0	9,575
Tomislav Mihaljevic	$	0	1,678
Paula Rosput Reynolds	$	33,500	11,665
Leslie Seidman	$	0	15,573
James Tisch	$	38,835	27,938


*	Amounts do not take into account the treatment of outstanding DSUs in 2023 in connection with the GE HealthCare spin-off. See Treatment of Deferred Stock Units in Connection with the GE HealthCare Spin-Off on page 23 for additional details.

24 GE 2023 PROXY STATEMENT

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Stock Ownership Information

Beneficial Ownership Table

The following table shows beneficial ownership of our common stock as calculated under SEC rules, as of December 31, 2022, for (i) our directors and nominees, (ii) our named executives, (iii) our current directors and executives as a group, and (iv) beneficial owners of more than 5% of our common stock. Except to the extent noted below, everyone included in the table has sole voting and investment power over the shares reported. None of the shares are pledged as security by the named person, although standard brokerage accounts may include non-negotiable provisions regarding set-offs or similar rights. This table does not take into account the treatment of outstanding equity in 2023 as a result of the GE HealthCare spin-off. See Treatment of Outstanding Equity Awards with GE HealthCare Spin-Off on page 38 for additional details.

DIRECTORS & NOMINEES	NUMBER OF SHARES		PERCENT OF CLASS
Stephen Angel	11,098	*	**
Sébastien Bazin	0	*	**
Francisco D’Souza	18,937	*	**
Edward Garden	4,016,414	*	**
Isabella Goren	0	*	**
Thomas Horton	6,906	*	**
Catherine Lesjak	0	*	**
Darren McDew	0		**
Paula Rosput Reynolds	6,100	*	**
Leslie Seidman	1,812	*	**
Jessica Uhl	0		**
Total	4,061,267		**

NAMED EXECUTIVES
H. Lawrence Culp, Jr.	1,955,661		**
Carolina Dybeck Happe	52,362		**
Peter Arduini	0		**
John Slattery	101,414		**
Russell Stokes	292,185		**
Total	2,401,622		**

CURRENT DIRECTORS & EXECUTIVES
Current directors & executives as a group (18 people)	7,263,141		**

5% BENEFICIAL OWNERS
Capital Research Group Global Investors, 333 S. Hope St., 55^thFl., Los Angeles, CA 90071	102,093,162		9.4	%
The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355	86,785,547		8.0	%
BlackRock, Inc., 55 East 52^ndStreet, New York, NY 10055	67,872,032		6.2	%
Fidelity Management & Research, 245 Summer Street, Boston, MA 02210	60,332,310		5.5	%
Total	317,083,051		29.1	%

*	Our independent directors receive quarterly installments of deferred stock units (DSUs), which are not paid out until one year after the director leaves the Board, and therefore are not included in this table. See Director Compensation Table on page 24 for the number of DSUs each director has accrued.
**	Less than 1%. No director or named executive owns more than one-tenth of 1% of the total outstanding shares of GE common stock, other than Mr. Garden, who may be deemed to indirectly beneficially own 0.4% of our outstanding shares as a result of his affiliation with Trian and Mr. Culp, who has sole voting but not investment power over 0.2% of our outstanding shares.

For the directors, nominees & named executives, the table includes (1) shares that may be acquired under stock options that are or will become exercisable within 60 days: Dybeck Happe (43,678), Slattery (88,193) and Stokes (242,072), (2) RSUs that will vest in 60 days: Dybeck Happe (5,257), Slattery (6,308) and Stokes (3,680), and (3) shares over which the named individual has shared voting and investment power through family trusts or other accounts: Angel (5,960), Culp (212,783), Garden (4,016,414)⁽¹⁾, Horton (6,903), Reynolds (537). For Mr. Culp, this column also includes 1,742,878 performance shares over which he has sole voting but no investment power.

For our current directors & executives as a group, the table includes (1) 1,033,579 shares that may be acquired under stock options that are or will become exercisable within 60 days, (2) 28,914 RSUs that will vest in 60 days, (3) 4,272,040 shares over which there is shared voting and investment power, and (4) 1,742,878 shares over which there is sole voting power but no investment power.

⁽¹⁾

For Mr. Garden, the table includes 4,016,414 shares owned Trian SPV (Sub) X, L.P (Trian SPV X). Trian, an institutional investment manager, serves as the management company for Trian SPV X and as such determines the investment and voting decisions of Trian SPV X with respect to the shares of the company held by Trian SPV X. None of such shares are held directly by Mr. Garden. Mr. Garden is a member of Trian Fund Management GP, LLC, which is the general partner of Trian, and therefore is in a position to determine the investment and voting decisions made by Trian on behalf of Trian SPV X. Accordingly, Mr. Garden may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act)) the shares owned by Trian SPV X. Mr. Garden disclaims beneficial ownership of such shares for all other purposes.

For our 5% beneficial owners, the table includes:

(# OF SHARES)	CAPITAL RESEARCH	VANGUARD	BLACKROCK	FIDELITY
Sole voting power	102,084,780	0	60,539,451	51,806,970
Shared voting power	0	1,460,923	0	0
Sole investment power	102,093,162	82,472,260	67,872,032	60,332,310
Shared investment power	0	4,313,287	0	0

The foregoing information is based solely on Schedule 13G filed by Capital Research Global Investors on February 13, 2023, and Schedules 13G/A filed by Vanguard, BlackRock and Fidelity on February 9, 2023, February 7, 2023, and February 9, 2023, respectively.

GE 2023 PROXY STATEMENT 25

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MANAGEMENT PROPOSAL NO. 2 Advisory Approval of Our Named Executives’ Compensation What are you voting on? Pursuant to Section 14A of the Exchange Act, we are asking shareholders to approve on a non-binding basis the compensation paid to our named executives, as described in this proxy statement. We currently hold say-on-pay votes annually, and we expect to hold the next such vote at our 2024 Annual Meeting. See Management Proposal No. 3. Your Board recommends a vote FOR the say-on-pay proposal Why the Board recommends a vote FOR the say-on-pay proposal. The Board believes that our compensation policies and practices are effective in achieving the goals of the compensation program, and that our actions have been responsive to shareholder feedback related to last year’s say-on-pay vote.	Compensation To Our Shareholders, This period of GE’s historic transformation into three industry-leading, independent public companies has been a particularly exciting and dynamic time for us as members of the Management Development & Compensation Committee. It has placed us in the midst of the recruitment, development and placement of key talent for the planned future companies, while we also seek, as always, to properly incentivize and reward execution and performance aligned with the company’s strategic and business plans. We thank the many shareholders who have taken the time to meet and provide feedback on compensation matters over the past year. In addition to successfully separating GE HealthCare with a spin-off in January 2023, GE managed through a challenging external environment to finish 2022 strong. The Aerospace, Power and HealthCare businesses performed well, and the company delivered revenue growth, margin expansion and better cash generation. However, challenges at the Renewable Energy business in particular, alongside macroeconomic headwinds, contributed to results for Renewable Energy that fell well below our targets and adversely affected total company performance for the year as well. We have heard the support from shareholders for a formulaic approach to annual bonuses, and for 2022 the committee again applied no discretion in approving the results for our named executives under our annual bonus plan. We also certified zero payout for the 2020 and 2022 grants of performance stock units (PSUs) because they did not meet the minimum threshold performance targets. We have made a number of enhancements to our compensation program design during the past year to continue driving accountability and performance aligned with shareholders’ interests. In particular, during our engagements about say-on-pay and executive compensation matters during the past year, we discussed long-term incentive design with nearly all shareholders that we met with. While not an area of significant concern for many shareholders, the feedback centered on two areas of our prior PSU design: (i) the use of one-year financial targets with a three-year relative TSR modifier for the performance period; and (ii) the use of free cash flow as a metric for both PSUs and annual bonuses. As described more fully on page 27 and throughout the CD&A, we have adopted a new design for the PSUs granted in March 2023, averaging together three one-year performance periods to provide a longer time horizon for the specific financial targets. Most shareholders we met with agreed this would be an appropriate response to their concerns, particularly given GE’s business separations and the challenges with setting multi-year financial targets during this ongoing transitional period. Similarly, we heard a range of feedback about metrics that might be considered for our compensation programs, with many investors acknowledging the importance of free cash flow as a measure of GE performance that excludes non-cash items and supporting the continued use of that metric across our compensation program design. Most shareholders also appreciated that the planned separations into three independent companies will enable further tailoring and refinement of performance metrics in the future for each of the three companies at the direction of their compensation committees. With the benefit of the insightful shareholder questions and feedback about these and other executive compensation topics, we have also enhanced this year’s proxy disclosure to provide additional explanation about our compensation design choices, and also to provide a look toward the future state following the planned separations. We hope shareholders will find the disclosure enhancements about our spin-off related actions and plans helpful for analyzing 2022 compensation decisions, as well as showing the path ahead. We appreciate the feedback from shareholders on all of these topics, and we hope to have your support on this year’s say-on-pay vote. We thank you for your support of GE.

	Management Development & Compensation Committee

	STEPHEN ANGEL (Chair)	SÉBASTIEN BAZIN	FRANCISCO D’SOUZA	EDWARD GARDEN

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Shareholder Engagement on Executive Compensation

We value the ongoing feedback that we receive from our shareholders on executive compensation matters, including the feedback reflected in our annual say-on-pay votes. With support for say-on-pay of 66% in 2022, the committee has continued to prioritize seeking shareholders’ perspectives about specific areas of concern and potential improvements.

During the past year, we met with shareholders representing approximately 53% of our outstanding common stock and approximately 74% of our common stock held by institutional investors. We offered many of our large institutional investors the opportunity to meet with independent directors as part of these meetings, and directors led and participated in meetings as guided by shareholders’ preferences. Our engagements also included representatives from our Legal, Human Resources and Investor Relations teams.

The shareholder feedback we received and reviewed with the committee represents a range of views from different shareholders. It was clear that a majority of investors were supportive of our actions and commitments in response to the 2021 say-on-pay vote that did not receive majority support, and that many shareholders were supportive of our compensation program and actions as reflected in the improvement in voting results from 2021 to 2022. We strive to continuously improve our compensation program to drive strong alignment with company performance and with our shareholders’ expectations. The following table provides an overview of three main themes related to executive compensation that shareholders raised following the 2022 say-on-pay vote, and actions the committee is taking in response.


What We Heard		How We are Responding
TOPIC	FEEDBACK	ACTIONS
No changes to predetermined performance targets	Shareholders were supportive of the formulaic approach to 2021 annual bonuses for our named executives, and of the absence of changes to performance targets for previously issued equity awards. Shareholders expressed a desire for the company to continue keeping named executives’ compensation aligned with predetermined performance targets, and to clearly explain any future use of discretion to depart from those targets.	Again for 2022, annual bonuses for our named executives were formulaic and based only on the predetermined performance targets for our businesses. The committee also certified zero payout for the 2020 and 2022 PSU awards; for four of the past five years, annual PSU awards have received zero payout because they did not meet the minimum threshold performance targets. See How we Performed Against Annual Bonus Targets for 2022 on page 33 and How Our PSU Awards Performed Against Targets on page 37 for more information.
PSU design	We discussed long-term incentive design with nearly all shareholders that we met with. While not an area of significant concern for many investors, the feedback centered on two areas of the 2021 PSU design: ● For some investors, the use of a one-year financial targets with a three-year relative TSR modifier for the performance period. While many investors expressed a general preference for multi-year financial targets in long-term incentive design, most also acknowledged the practical difficulties of GE using such targets during the transitional period in advance of the planned spin-offs. ● To a lesser extent, concern about the use of free cash flow as a metric for both PSUs and annual bonuses. However, most investors stated that the committee is best suited to choose the proper metrics for incentive programs. Many investors acknowledged the importance of free cash flow as a measure of GE performance.	We modified the design of our PSUs to address the primary area of concern in this feedback. Grants of PSUs in 2023 will measure performance based on the average of three consecutive one-year periods with predetermined financial targets set each year, and modified based on three-year relative TSR.* The committee believes this approach is responsive to shareholder feedback and appropriate during the transitional period for the company today. After completion of the planned business separations, GE (which will be GE Aerospace at that time) plans to develop long-term incentive awards that include multi-year financial targets. See Shareholder Feedback on Our PSU Design and Plans to Use Longer Performance Periods Following Spin-Off on page 36 for more information. To provide greater clarity on the committee’s choices about specific performance metrics and targets, we added additional disclosure in the Compensation Discussion & Analysis section. See How We Selected Metrics for the 2022 AEIP, How We Selected Targets for the 2022 AEIP, and How We Selected Metrics and Targets for the 2022 PSUs on pages 32-36.
Disclosure	With the scope of GE’s operations across diverse industries, and with the company in a significant period of transition working toward the planned separation into three independent companies, we sought shareholders’ feedback on how our proxy disclosure could be improved. We received many helpful suggestions, and one overarching area of shareholder interest was to hear about how executive compensation is evolving through the planned separation into three independent companies.	We have included a variety of proxy disclosure enhancements informed by the various shareholder feedback. Those include highlighted sections detailing key progress, actions and expectations related to the spin-offs (see the “Our Path Forward” call-out boxes), as well as a redesigned Compensation Discussion & Analysis section and new disclosure about the choice of metrics and targets in the compensation program.


*	Grants of PSUs in 2022 had already been made at the time of last year’s proxy filing, and the 2022 PSUs have the same design as the 2021 PSUs; however, the 2022 PSUs have been cancelled and will have no payout.

GE 2023 PROXY STATEMENT 27

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Compensation Discussion & Analysis

This Compensation Discussion & Analysis section provides a description of actions taken by the Management Development & Compensation Committee (the committee) with respect to GE’s executive compensation philosophy, and programs and more specifically, discusses the process in determining the 2022 compensation for our named executive officers (named executives or NEOs) who were determined in accordance with SEC rules.


	Section					Begins on Page...
	Overview of Our Executive Compensation Program ● Compensation philosophy ● Key compensation program elements ● Peer group					29
	Key Elements of Compensation for Our Named Executives ● Target compensation structure ● Base salaries ● Annual Executive Incentive Plan ● Long-term incentive compensation ● Plans to use longer performance periods following spin-off					30
	Compensation Actions for 2022 ● Compensation decisions for our CEO ● Compensation decisions for our other named executives					39
	Summary Compensation ● Summary Compensation Table					42
	Incentive Compensation ● Grants of Plan-Based Awards Table ● Outstanding Equity Awards Table ● Options Exercised and Stock Vested Table ● Equity Compensation Plan Information Table					44
	Deferred Compensation ● Description of nonqualified deferred compensation plans ● Nonqualified Deferred Compensation Table					47
	Pension Benefits ● Description of pension plans ● Pension Benefits Table					49
	Potential Termination Payments ● Description of employment agreements, offer letters & severance plan ● Policy on shareholder approval of severance & death benefits ● Potential Benefits Upon Termination or Change of Control Tables					51
	Other Executive Compensation Policies & Practices ● Roles and responsibilities ● Use of compensation consultants ● Clawback policy ● Compensation risk assessment ● Stock ownership & equity grant policies					56
	Management Development & Compensation Committee Report ● Report by the committee					57

28 GE 2023 PROXY STATEMENT

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Overview of Our Executive Compensation Program

Compensation Philosophy

The table below describes the key factors the committee considers when designing pay programs and making compensation decisions.

OBJECTIVE	HOW OUR COMPENSATION PROGRAM SUPPORTS THIS PHILOSOPHY
Drive Accountability and Performance	● Our incentive programs are designed to drive accountability for executing our strategy. ● Annual bonuses are tied to business unit performance for business unit executives or to total company performance for corporate executives; annual equity awards for all executives are based on overall company performance. ● We set target performance levels that are challenging and aligned to the goals we communicate to investors. ● We set commensurately more challenging goals in association with above-target payout levels.
Incentivize Short- and Long-Term Performance	● Our program provides an appropriate mix of compensation elements balancing short-term and long-term considerations. ● Cash payments reward achievement of short-term goals while equity awards encourage our named executives to deliver sustained strong results over multi-year performance periods. ● The committee continues to increase the portion of our executive compensation delivered in the form of long-term equity incentive compensation, rather than cash, to further align our executives with investors’ interests.
Attract and Retain Top Talent	● We provide competitive compensation programs that attract and retain talented executives with a strong track record of success, assuring a high performing and stable leadership team to lead our businesses. ● We continue to monitor market trends and align compensation programs with market where relevant.
No Excessive Risk Taking	● Our equity awards have specific holding and retention requirements for senior executives, which discourage excessive risk taking by keeping long-term compensation aligned with our share price performance even after it is earned. ● The committee retains discretion to adjust compensation for quality of performance and lack of adherence to company values, and in cases of detrimental misconduct pursuant to our clawback policy.

Key Compensation Program Elements

The table below sets forth the key components of our executive compensation program framework.

	Fixed	Performance-Based / At-Risk
	Short-Term Incentive		Long-Term Equity-Based Incentive (generally 3-year vesting)
Component	SALARY	ANNUAL BONUS	PERFORMANCE STOCK UNITS (PSUs)	OPTIONS	RESTRICTED STOCK UNITS (RSUs)
Link to Shareholder Value	Provide base pay level aligned with roles, responsibilities and individual performance to attract and retain top talent	Deliver on annual investor framework Serves as key compensation vehicle for differentiating performance each year	Focus executives on the achievement of specific financial performance goals directly aligned with our operating and strategic plans, and with a TSR modifier based on three-year return from stock price appreciation and dividends PSU awards provide a significant stake in the long-term financial success of GE that is aligned with shareholder interests and promote employee retention	Reward stock price performance over time	Provide for long-term employee retention

GE 2023 PROXY STATEMENT 29

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Peer Group and Benchmarking DETERMINING OUR PEER GROUP. Since 2019, the committee has used a peer group for compensation benchmarking purposes. Based on the criteria set forth below, the committee reviews the peer group each year. In determining the peer group, the committee considered the following factors: ● Industry – companies operating in similar or comparable industry spaces and with comparable operational scope ● Size – companies that are comparable to GE in terms of revenues, market capitalization and number of employees ● Investment Peers – U.S. public companies whose performance is monitored regularly by the same market analysts who monitor GE	2022 PEER COMPANIES
	3M	Honeywell
	Abbott Laboratories	HP
	Boeing	IBM
	Caterpillar	Intel
	Chevron	Johnson Controls
	Cisco	Johnson & Johnson
	Deere	Lockheed Martin
	DuPont	Medtronic
	Exxon Mobil	Northrup Grumman
	Ford	Raytheon
	General Dynamics	Technologies
	General Motors	United Parcel Service

HOW WE USE THE PEER GROUP. The committee uses the peer group to assess the pay level of our executives, pay mix, compensation program design and pay practices. The peer group is also used as a reference point when assessing individual pay, although compensation decisions are also supplemented by input from the company’s independent compensation consultant and are impacted by principles of internal equity, retention considerations, succession planning and other internal GE dynamics.

OUR PATH FORWARD

CHANGES TO THE 2023 PEER GROUP.

In 2022, Exxon and Chevron were removed from the peer group for 2023 because their size and market capitalization are no longer comparable to GE. The committee also approved the removal of healthcare industry peers Abbott Laboratories, Johnson & Johnson and Medtronic from the peer group for 2023 to reflect the spin-off of GE HealthCare.

Key Elements of Compensation for Our Named Executives

This section provides an overview of the elements of GE’s executive compensation program for our 2022 named executives, who were determined in accordance with SEC rules: Mr. Culp, Ms. Dybeck Happe, Mr. Arduini, Mr. Slattery and Mr. Stokes. See Compensation Actions for 2022 on page 39 for specific details about the compensation for each of these named executives.

Target Compensation Structure for Our CEO and Other Named Executives

GE’s executive compensation program is designed to strengthen the link between pay and performance by having a significant portion of total executive compensation tied to the achievement of predetermined performance targets directly related to our business goals and strategies. Our pay mix is as follows:


CEO TARGET COMPENSATION		AVERAGE 2022 TARGET COMPENSATION FOR OTHER NEOs

Mr. Culp’s target compensation as depicted above includes an annual equity grant of performance stock units with a grant date fair value of $15 million, in accordance with his employment agreement. As previously reported, in 2022 Mr. Culp received a PSU award with a grant date fair value of $5 million. The average target compensation for other NEOs depicted above is based on year-end salary and target short- and long-term incentive awards for 2022.

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Base Salaries

The table below shows the annual base salaries as of January 1, 2022, for our named executives set by the committee, which were determined based on the scope of their responsibilities, their leadership skills and values, and their performance and length of service. There were no changes to the annual base salaries of any of our named executives from their 2021 levels.

2022 NAMED EXECUTIVES	2022 BASE SALARY
H. Lawrence Culp, Jr., Chairman and Chief Executive Officer, GE and Chief Executive Officer, GE Aerospace		$	2,500,000
Carolina Dybeck Happe, Senior Vice President and Chief Financial Officer, GE		$	1,500,000
Peter Arduini, President and Chief Executive Officer, GE HealthCare*		$	1,250,000
John Slattery, Executive Vice President and Chief Commercial Officer, GE Aerospace		$	1,250,000
Russell Stokes, President and Chief Executive Officer, Commercial Engines and Services, GE Aerospace		$	1,400,000

*	Following the spin-off of GE HealthCare on January 3, 2023 that separated GE HealthCare Technologies Inc. from GE, Mr. Arduini is no longer employed by GE.

Annual Executive Incentive Plan

We provide annual cash incentive opportunities to our named executives under GE’s Annual Executive Incentive Plan (AEIP). The financial performance metrics and targets for awards under the AEIP are designed to drive company and business unit performance, based on our financial and operational priorities.

How We Determined 2022 AEIP Bonuses for Our Named Executives

All employees at the executive-band level and above within GE are eligible to participate in the AEIP. Individual bonuses are based on an employee’s employment within Corporate or a business unit. For our named executives, individual target award percentages are typically set between 100-150% of base salary, based on their respective position and alignment with peer compensation practices.

Each year, the committee evaluates and sets AEIP performance metrics and targets for Corporate (based on total company performance) and business units during the first quarter of the performance year. Following the conclusion of the performance year, the committee assesses total company and business unit performance against applicable performance metrics for the performance year to determine the AEIP bonus payouts. The CEO may also provide perspective to the committee about business or individual performance for the year, although the CEO has no role in the committee’s determination of his own compensation.

For 2022, bonuses under the AEIP paid to our named executives were determined quantitively based on the named executive’s base salary, target award percentage, achievement of applicable total company or business unit financial performance targets and a safety modifier. While the committee has the ability under the AEIP to apply discretion at the business or individual levels when appropriate, no discretion was used in determining the 2022 bonuses for our named executives.

	NAMED EXECUTIVE 2022 BONUS DETERMINATIONS
	NAMED EXECUTIVE 2022 BONUS DETERMINATIONS

BASE SALARY	TARGET AWARD PERCENTAGE	FINANCIAL PERFORMANCE	SAFETY MODIFIER (+/-10%)

GE 2023 PROXY STATEMENT 31

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How We Selected Metrics for the 2022 AEIP

The committee selects performance metrics for the AEIP that are aligned with furthering the company’s and business units’ goals for the year. For 2022, as in recent years, the selected financial metrics were based upon total company results for our Corporate named executives, and upon business unit results for named executives who lead individual businesses. The metrics for the 2022 AEIP and their respective weightings for Corporate and business unit named executives, are listed below.

2022 AEIP PERFORMANCE METRICS AND WEIGHTING

	ORGANIC REVENUE GROWTH*	PROFIT	ORGANIC MARGIN EXPANSION*	FREE CASH FLOW*	SAFETY MODIFIER
Corporate	25%	25%**	25%	25%	+/- 10%
Aerospace	25%	25%	25%	25%	+/- 10%
HealthCare	50%	12.5%	12.5%	25%	+/- 10%
Renewable Energy		50%		50%	+/- 10%
Power		50%		50%	+/- 10%

*	Non-GAAP Financial Measure. For information on how these metrics are calculated, see Explanation of Non-GAAP Financial Measures and Performance Metrics on page 75.
**	For Corporate, we used total company adjusted profit, a non-GAAP Financial Measure.

The committee selected these metrics to incentivize strong performance across key drivers of long-term value creation, and also to reflect how the business units are managed. In 2022, the committee introduced profit as an AEIP metric for business-unit employees and adjusted profit as an AEIP metric for Corporate employees to incentivize profitable growth as we transition to three independent companies. The selection of metrics, the determination of the business units to which they applied, and the relative weighting of each, were a function of the unique context for the company and each business unit.

The committee selected these metrics to incentivize performance in a manner consistent with how management measures and reports the company’s operating results. Accordingly, the AEIP uses the same non-GAAP financial measures that management uses to report the company’s financial results each quarter and when providing an annual financial outlook for the year. The committee believes the use of these measures in compensation program design is appropriate and promotes consistency with metrics that many investors use to evaluate the company’s financial performance. See page 75 for additional discussion on the reasons we use these non-GAAP financial measures and how these measures are calculated.

In addition, to further align the AEIP with GE’s overarching operational priority of safety, the committee selected a performance modifier that can increase or decrease awards by up to 10% based on achievement of defined safety metrics. Safety performance is determined based on an assessment of Corporate (based on total company) and business unit performance against the following safety metrics relative to targets set at the beginning of the performance year: injury and illness rates; serious incidents; fatalities; and overall safety culture and progress since the prior year. Targets for each business are established to achieve year-over-year improvements across the aforementioned safety metrics, recognizing the differences in the nature of the working environments and safety risk profiles across our businesses.

For the 2023 AEIP the committee selected the following financial performance metrics: free cash flow (40% weighting), organic revenue growth (20% weighting), and profit or adjusted profit (as applicable) (40% weighting) for each of Corporate (based on total company) and the business units. The committee believes this further simplified set of financial metrics will focus management on driving performance aligned with shareholders’ interests and will better align with peers. The committee also maintained the safety modifier to increase or decrease the award by up to 10%.

How We Selected Targets for the 2022 AEIP

The committee establishes targets and performance levels which are designed to be rigorous but realistic and informed by our annual financial performance goals and external guidance.

The target, threshold and maximum performance levels for each performance measure are set with reference to annual budgets for the total company and business units that our CEO, CFO and business unit CEOs establish, and the committee approves the performance levels for compensation purposes. Failure to achieve threshold on any one metric would result in no payout for that metric; and failure to achieve threshold on all metrics would result in no payout for the AEIP bonus. Awards are also subject to a 10% safety modifier. For the 2022 AEIP, named executives could receive between 0% and 150% of their target award.

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How We Performed Against Annual Bonus Targets for 2022

The following charts set forth the results for named executives relative to their respective targets under the AEIP for 2022. These results are formulaic and based only on the predetermined targets for Corporate and the businesses listed.

CORPORATE. For our Corporate named executives — Mr. Culp and Ms. Dybeck Happe — bonuses were based upon performance targets for the company as a whole.

AEIP FINANCIAL
PERFORMANCE METRICS

THRESHOLD
(50%)

TARGET
(100%)

MAXIMUM
(150%)

RESULT

WEIGHT

SAFETY
PERFORMANCE
MODIFIER
(+/- 10%)

COMBINED
RESULT

Total Company Organic Revenue Growth*

56%

Total Company Adjusted Profit ($M)*

Corporate

14%

Total Company Organic Margin Expansion (bps)*

Total Company Free Cash Flow ($M)*

AEROSPACE. Mr. Slattery’s bonus was based upon performance targets for the Aerospace business, for which he served as the CEO until June 2022 and as Chief Commercial Officer thereafter.

AEIP FINANCIAL
PERFORMANCE METRICS

THRESHOLD
(50%)

TARGET
(100%)

MAXIMUM
(150%)

RESULT

WEIGHT

SAFETY
PERFORMANCE
MODIFIER
(+/- 10%)

COMBINED
RESULT

Aerospace Organic Revenue Growth*

Aerospace Profit ($M)

149%

Aerospace

+5%

117%

Aerospace Organic Margin Expansion (bps)*

150%

Aerospace Free Cash Flow ($M)*

150%

*	Non-GAAP Financial Measure. For information on how these metrics are calculated, see Explanation of Non-GAAP Financial Measures and Performance Metrics on page 75.

GE 2023 PROXY STATEMENT 33

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COMMERCIAL ENGINES & SERVICES, AEROSPACE. As CEO of the Commercial Engines & Services business, Mr. Stokes’s bonus was based 50% on Commercial Engine Operations’ performance targets and 50% on Aviation Services’ performance targets; these are sub-businesses within the Aerospace business that Mr. Stokes led during 2022. As shown below, the performance metrics for Mr. Stokes included a combination of both Commercial Engine Operations and Aviation Services free cash flow targets as well as a free cash flow target for the Aerospace business overall to incentivize performance within each of those sub-businesses and horizontally across related functions for Aerospace overall. This reflects the same weighting for the free cash flow metric (25%) as within the AEIP for the Aerospace business overall, but with more specific tailoring to align with Mr. Stokes’ areas of responsibility.

AEIP FINANCIAL
PERFORMANCE METRICS

THRESHOLD
(50%)

TARGET
(100%)

MAXIMUM
(150%)

RESULT

WEIGHT

SAFETY
PERFORMANCE
MODIFIER
(+/- 10%)

COMBINED
RESULT

Commercial Engine Organic Revenue Growth*

Commercial Engine Profit ($M)

150%

Commercial Engine Operations

Commercial Engine Organic Margin Expansion (bps)*

146%

+5%

Commercial Engine Free Cash Flow ($M)*

150%

Aerospace Free Cash Flow ($M)*

150%

118%

Aviation Services Organic Revenue Growth*

105%

Aviation Services Profit ($M)

106%

Aviation Services

Aviation Services Organic Margin Expansion (bps)*

100%

+5%

Aviation Services Free Cash Flow ($M)*

138%

Aerospace Free Cash Flow ($M)*

150%

*	Non-GAAP Financial Measure. For information on how these metrics are calculated, see Explanation of Non-GAAP Financial Measures and Performance Metrics on page 75.
**	The company does not report at the sub-segment level for Commercial Engine Operations and Aviation Services.

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HEALTHCARE. Mr. Arduini’s bonus was based upon performance targets for the HealthCare business, of which he was the CEO during 2022 before the spin-off of that business in January 2023.

AEIP FINANCIAL
PERFORMANCE METRICS

THRESHOLD
(50%)

TARGET
(100%)

MAXIMUM
(150%)

RESULT

WEIGHT

SAFETY
PERFORMANCE
MODIFIER
(+/- 10%)

COMBINED
RESULT

HealthCare Organic Revenue Growth*

104%

HealthCare Profit ($M)

HealthCare

+5%

57%

HealthCare Organic Margin Expansion (bps)*

HealthCare Free Cash Flow ($M)*

RENEWABLE ENERGY. There were no named executives from the Renewable Energy business for 2022.

AEIP FINANCIAL
PERFORMANCE METRICS

THRESHOLD
(50%)

TARGET
(100%)

MAXIMUM
(150%)

RESULT

WEIGHT

SAFETY
PERFORMANCE
MODIFIER
(+/- 10%)

COMBINED
RESULT

Renewable Energy Profit ($M)

Renewable Energy

Renewable Energy Free Cash Flow ($M)*

POWER. There were no named executives from the Power business for 2022.

AEIP FINANCIAL
PERFORMANCE METRICS

THRESHOLD
(50%)

TARGET
(100%)

MAXIMUM
(150%)

RESULT

WEIGHT

SAFETY
PERFORMANCE
MODIFIER
(+/- 10%)

COMBINED
RESULT

Power Profit ($M)

56%

Power

+5%

108%

Power Free Cash Flow ($M)*

150%

*	Non-GAAP Financial Measure. For information on how these metrics are calculated, see Explanation of Non-GAAP Financial Measures and Performance Metrics on page 75.

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Long-Term Incentive Compensation

As part of our annual compensation program, we use a mix of long-term incentive compensation awards: PSUs, RSUs and stock options.

HOW WE DETERMINE AWARD MIX AND AMOUNTS. In determining award mix and amounts, the committee evaluates each executive’s overall compensation relative to the market for similar talent, the mix of cash versus equity as a percentage of the executive’s overall compensation, the executive’s expected future contribution to the success of the company and the retentive value of such awards. In 2022, our annual equity incentive awards for named executives other than Mr. Culp (who only received PSUs) were weighted approximately 50% as PSUs, 30% as stock options and 20% as RSUs.

OUR CEO’S LONG-TERM INCENTIVE AWARDS ARE ENTIRELY PERFORMANCE-BASED. Since he was hired in 2018, all of Mr. Culp’s equity awards have been in the form of performance-based equity. By granting Mr. Culp solely performance-based equity, the committee has tied Mr. Culp’s compensation to long-term shareholder value creation.

Performance Stock Units

HOW OUR ANNUAL PSUs WORK.

PSU awards are designed to focus our named executives on long-term financial and operating goals for the company overall. Our PSU awards have formulaically determined payouts that are earned only if the company achieves specified performance levels over the relevant performance period. In the first quarter of each year, the committee selects the performance metrics for our PSU awards to be granted that year. The committee chooses performance metrics that it believes align with the company’s long-term strategic objectives and contribute to the creation of long-term shareholder value. The committee then monitors company performance against the performance metrics over the applicable performance period, and the committee certifies the final levels of achievement. The certified achievement levels determine the percentage of the target number of PSUs under the award that a named executive will earn.

HOW WE SELECTED METRICS AND TARGETS FOR THE 2022 PSUs.

The performance metrics and targets our 2022 PSUs were approved by the committee in February 2022, prior to the publication of last year’s proxy statement. See Shareholder Feedback on PSU Design on page 36 for a description of the changes we made to our 2023 PSUs is response to subsequent feedback from our shareholders.

The annual PSU awards granted to the named executives in 2022 had a three-year period, based on 2022 adjusted earnings per share (50% weighting) and free cash flow (50% weighting) performance against target levels and subject to modification of +/- 20% based on three-year relative TSR performance versus the S&P 500 Industrials Index, with results interpolated for performance between threshold, target and maximum levels. The committee chose adjusted earnings per share and free cash flow as metrics to incentivize and focus management on both profitability and cash generation, which continue to be important financial priorities for GE. These are total company financial metrics that help align all company leaders that receive the PSUs with the same performance target, in contrast to the metrics used in our AEIP that for business unit employees are based on business-level performance.

The committee establishes targets and performance levels that are designed to be rigorous but realistic and informed by our annual financial performance goals and external guidance. The target, threshold and maximum performance levels for each performance measure are set with reference to annual budgets for the total company that our CEO and CFO establish. In 2022, company performance was below the threshold level for adjusted earnings per share and free cash flow in the 2022 PSU awards, resulting in no PSUs being earned. Accordingly, the 2022 PSU awards were cancelled in February 2023 with no payout.

SHAREHOLDER FEEDBACK ON OUR PSU DESIGN.

In response to shareholder feedback, we adopted a new design for the PSU awards granted to named executives in 2023. These awards will vest over a three-year performance period with performance measured as the average of three consecutive one-year performance periods (2023, 2024 and 2025) against adjusted earnings per share (50% weighting) and free cash flow (50% weighting) targets, subject to modification of +/- 20% based on three-year relative TSR versus the S&P 500 Industrials Index, with results interpolated for performance between threshold, target and maximum. The committee believes this approach to average three consecutive performance years is responsive to shareholder feedback about the length of the PSU performance period and appropriate during the transitional period for the company today. The PSUs continue to use the total company performance metrics of adjusted earnings per share and free cash flow, which continue to be important measures for the company’s performance and, as total company metrics, are differentiated from the metrics applicable to business-level employees under the AEIP.

OUR PATH FORWARD

PLANS TO USE LONGER PERFORMANCE PERIODS FOLLOWING SPIN-OFF.

It has been a challenge to set long-term financial targets while we have been in the midst of significant transformation into three independent public companies. After completion of the planned business separations, GE (which will be GE Aerospace at that time) plans to develop long-term incentive awards that include multi-year financial targets. We also anticipate that GE HealthCare and GE Vernova as standalone companies will do so as well, as ultimately will be determined by the compensation committees for those companies

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How Our PSU Awards Performed Against Targets

2020. The annual PSU awards granted to the named executives in 2020 used a three-year performance period based on GE’s relative TSR performance versus the S&P 500 Industrials Index, with results interpolated for performance between threshold, target and maximum.

PERFORMANCE GOAL

THRESHOLD
EARN 25%

TARGET
EARN 100%

MAXIMUM
EARN 175%

WEIGHTING

STATUS

Relative TSR

2020 PSUs HAD NO PAYOUT.

The company did not achieve the threshold level of performance for the payout of these awards, and accordingly, in February 2023 the committee cancelled all 2020 PSUs with no payout.

2021. The annual PSU awards granted to the named executives in 2021 used a three-year performance period based on GE’s 2021 adjusted earnings per share and total company free cash flow performance against target levels and subject to modification of +/- 20% based on three-year relative TSR versus the S&P 500 Industrials Index, with results interpolated for performance between threshold, target and maximum.

PERFORMANCE GOAL	THRESHOLD EARN 25%	TARGET EARN 100%	MAXIMUM EARN 175%	WEIGHTING	STATUS
Adjusted Earnings per Share*					2021 PSUs REMAIN SUBJECT TO THREE-YEAR RELATIVE TSR.
Total Company Free Cash Flow ($M)*					The 2021 PSUs performed above the maximum level for the adjusted earnings per share and free cash flow performance metrics. The awards remain subject to the three-year relative TSR modifier, which will determine the number of shares earned.
Relative TSR				+/- 20% modifier	Results will be certified by the committee in February 2024.

PSU metrics for 2021 were set and reported here using our prior three-column financial statement metrics of GE Industrial earnings per share and GE Industrial free cash flow.

2022. The annual PSU awards granted to the named executives in 2022 used a three-year performance period based on GE’s 2022 adjusted earnings per share and total company free cash flow performance against target levels and subject to modification of +/- 20% based on three-year relative TSR versus the S&P 500 Industrials Index, with results interpolated for performance between threshold, target and maximum.

PERFORMANCE GOAL	THRESHOLD EARN 25%	TARGET EARN 100%	MAXIMUM EARN 175%	WEIGHTING	STATUS
Adjusted Earnings per Share*					2022 PSUs HAD NO PAYOUT. The company did not achieve the threshold level of performance for either of the performance metrics for the payout of these awards, and accordingly in February 2023 the committee cancelled all 2022 PSUs with no payout.
Total Company Free Cash Flow ($M)*
Relative TSR				+/- 20% modifier

*	Non-GAAP Financial Measure. For information on how these metrics are calculated, see Explanation of Non-GAAP Financial Measures and Performance Metrics on page 75.

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OTHER PERFORMANCE STOCK UNIT AWARD.

On January 3, 2022, Mr. Arduini became President and Chief Executive Officer of GE HealthCare, after joining GE as an employee in December 2021. In connection with becoming Chief Executive Officer of GE HealthCare, in February 2022, he received a PSU award (New Hire PSU Award). Mr. Arduini’s New Hire PSU Award is eligible to vest on March 1, 2025, in an amount between 0% and 150% of the target number of PSUs, based on the final average achievement of annual performance objectives set for each of 2022, 2023 and 2024. For 2022, the committee chose annual performance metrics, which consisted of HealthCare free cash flow (25% weighting), organic margin expansion (12.5% weighting), organic revenue growth (50% weighting) and profit (12.5% weighting), in each case with respect to the HealthCare business, subject to modification of +/- 10% for safety performance. The performance metrics and targets established for the 2022 performance year reflected GE HealthCare's status as a business within GE, rather than a standalone public company, and therefore aligned with GE's established metrics and targets for that business. GE HealthCare, as a standalone company, will determine performance metrics and targets for the remaining performance years. In January 2023, Mr. Arduini’s New Hire PSU Award was converted into GE HealthCare PSUs and remains subject to the performance conditions.

RESTRICTED STOCK UNITS AND STOCK OPTIONS.

WE USE STOCK OPTIONS AND RSUs TO FOCUS ON LONG-TERM VALUE CREATION. We believe that awards of stock options and RSUs effectively focus our named executives on delivering long-term value to our shareholders. Stock options have value only to the extent that the price of GE stock rises between an award’s grant date and its exercise date. RSU awards reward and retain the named executives by offering them the opportunity to receive GE stock if they remain employed by the company on the date that an award’s restrictions lapse.

2022 RSUs AND STOCK OPTIONS. The annual awards of RSUs and stock options granted in 2022 will vest in two equal installments on the second and third anniversary of the grant date.

OUR POLICY ON DIVIDEND EQUIVALENTS.

Our awards of PSUs, performance shares and RSUs are entitled to receive dividend equivalents or dividends, as applicable, and such dividend equivalents or dividends are only paid out on the shares actually received by our named executives under the terms of such awards. Stock options are not entitled to receive any dividend equivalents or dividends.

	OUR PATH FORWARD


	TREATMENT OF OUTSTANDING EQUITY AWARDS WITH GE HEALTHCARE SPIN-OFF. In the GE HealthCare (GEHC) spin-off in January 2023, GE shareholders received a distribution of one share of GE HealthCare common stock for every three shares of GE common stock held. Because unvested equity awards held by GE employees were not eligible to receive a distribution of GEHC shares, the company made equitable adjustments designed to preserve the pre-spin-off value of those awards following the reduction in parent company stock price that occurs when a significant business is distributed to shareholders in a spin-off. In advance of the spin-off, the committee established conversion ratios to govern the adjustments that, depending on the type of award, either were based on a comparison of the pre-spin-off GE stock price to the post-spin-off GE and GEHC stock prices or were the same as the ratio used to establish the number of GEHC shares distributed to GE shareholders in the spin-off. The approach for these equitable adjustments was to align employees with their business assignments and roles relative to the spin-off: GEHC employees’ awards converted into GEHC awards; business-level GE employees continued to hold GE awards; and Corporate employees at GE received a combination of GE and GEHC awards, aligned with how GE shareholders received GEHC shares as a distribution on their existing GE shares in the spin-off. In each case, the approach was designed to preserve the pre-spin-off value of the relevant employee equity awards. The post-spin-off equity awards reflecting these equitable adjustments are generally subject to the same vesting conditions and other terms prior to the spin-off, except that (i) the annual 2021 PSU awards now held by GE employees will measure GE’s relative TSR for the remainder of the performance period by adding together the pre-spin-off and post-spin-off GE relative TSR as two discrete periods, and (ii) the annual 2021 PSU awards that converted to GEHC awards following the spin-off will vest at the end of the performance period based on the GE relative TSR performance up to the time of the spin-off. There were no changes to the terms of Mr. Culp’s Leadership Performance Shares granted on August 18, 2020, and Ms. Dybeck Happe’s Leadership PSUs granted on September 3, 2020, in connection with the spin-off, and pursuant to the terms of those awards the performance level achieved will be based on a weighted average of the GE and GEHC stock prices.

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Compensation Actions for 2022


	CURRENT AND PRIOR ROLES Chairman & CEO, GE (since September 2018) and CEO, GE Aerospace (since June 2022); former senior lecturer, Harvard Business School (2015-2018); former Senior Advisor, Bain Capital Private Equity (2017-2018); former CEO & President, Danaher (2001-2014) 2022 Performance Highlights As Chairman & CEO, Mr. Culp plays a central role in shaping the company’s strategy, establishing the framework against which performance is measured and delivering on that performance. Performance highlights during 2022 included: ● Leading the execution of GE’s strategy to form three independent, investment-grade companies, including the successful spin-off of GE HealthCare and the recruitment of new directors to the boards of GE and GE HealthCare ● Continuing to lead GE’s enterprise-wide focus on operational improvement and execution by more deeply embedding lean and decentralization across the company ● Assuming an expanded leadership role beginning in June 2022 as the CEO of our Aerospace business, which delivered strong financial results amidst the demand ramp for engines and services with the industry’s ongoing recovery from the peak of the COVID-19 pandemic		H. Lawrence Culp, Jr. CHAIRMAN & CEO CEO, GE AEROSPACE Age: 59 Education: Washington College; MBA, Harvard Business School GE Tenure: 4 Years

	Response to Shareholder Feedback In response to prior shareholder feedback, the committee and Mr. Culp agreed to reduce his annual equity incentive grant for 2022 from a grant date fair value of $15 million to $5 million.

Annual CEO Pay Structure

●	Salary. Upon his appointment as CEO, Mr. Culp’s salary was set at $2,500,000 under his 2018 employment agreement and (other than certain forfeitures of his salary in 2020 in connection with the COVID-19 pandemic) has not changed.

●	Bonus. Mr. Culp’s bonus target is set at 150% of salary and has not changed since his appointment as CEO.

●	Annual equity awards. Since becoming CEO in 2018, Mr. Culp’s employment agreement has provided for an annual equity grant with a grant date fair value of $15 million. For 2022, in response to prior shareholder feedback, the committee and Mr. Culp agreed to reduce his annual PSU award in March 2022 to a grant date fair value of $5 million.

GE 2023 PROXY STATEMENT 39

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Compensation for Our Other Named Executives

CURRENT AND PRIOR ROLES

Senior Vice President & CFO, GE (since March 2020); former CFO and Executive committee member, A.P. Moller-Maersk A/S (2019-2020); former Executive Vice-President and CFO, Assa Abloy AB (2012-2018)

2022 Performance Highlights

As CFO, Ms. Dybeck Happe leads the company’s Finance organization and has responsibility for treasury activities and GE Capital. Performance highlights during 2022 included:

● Developing the annual budget and delivering on the company’s financial goals, including solid revenue growth, margin expansion and free cash flow in 2022

● Surpassing $100 billion of gross debt reduction since 2018, evidencing the company’s significant progress in recent years to strengthen the balance sheet and reduce leverage

● Leading the finance, treasury and digital technology functions through separation activities in connection with the planned spin-offs, and advising on the execution of the GE HealthCare spin-off and ongoing capital allocation matters

Carolina Dybeck
Happe

Age: 50

Education:

Uppsala University, Sweden

GE Tenure: 3 Years

CURRENT AND PRIOR ROLES

President and CEO, GE HealthCare (since January 2022); President and Chief Executive Officer, Integra LifeSciences (2012-2021). Following the GE HealthCare spin-off in January 2023, Mr. Arduini is no longer a GE employee.

2022 Performance Highlights

As CEO of the HealthCare business, Mr. Arduini led the successful spin-off of GE HealthCare. Performance highlights during 2022 included:

● Successfully leading the HealthCare business in its preparations to separate from the company, including recruitment and selection of GE HealthCare’s senior leadership team with balance of prior public company experience and legacy customer, market, and product knowledge

● Driving strong operational and financial performance in 2022 for the HealthCare business, including increased annual revenues and cash flow conversion

● Delivering new products and technology to healthcare customers globally, and partnering with industry peers to develop products and services that advance precision care

Peter Arduini

Age: 58

Education:

Northwestern University’s
Kellogg School of Management,
MA; Susquehanna University

GE Tenure: 1 Years

40 GE 2023 PROXY STATEMENT

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	CURRENT AND PRIOR ROLES Executive Vice President and Chief Commercial Officer, GE Aerospace (since June 2022); former President & CEO, GE Aviation (2020-2022); former President & CEO of Commercial Aviation, Embraer S.A. (2016-2020); former Chief Commercial Officer, Embraer S.A. (2012-2016) 2022 Performance Highlights Mr. Slattery served as CEO of GE Aerospace until June 2022, when he transitioned to Executive Vice President and Chief Commercial Officer to focus on leading the commercial growth of the future standalone business. Performance highlights during 2022 included: ● Leading the Aerospace business during the first half of 2022 amidst the demand ramp for engines and services with the industry’s ongoing recovery from the peak of the COVID-19 pandemic ● Developing and strengthening relationships with customers and industry partners to foster future technological progress and embed lean principles ● Delivering strong orders and focusing on customer support in the ongoing growth across engines and services, and across our existing fleet in services		John Slattery Age: 54 Education: University of Glamorgan; MBA, University of Limerick GE Tenure: 3 Years

	Changes for 2023 Compensation: Consistent with the change in his job responsibilities during 2022, the committee approved an annual equity grant in 2023 for Mr. Slattery of $3.0 million.


	CURRENT AND PRIOR ROLES President and CEO, GE Commercial Engines & Services, GE Aerospace (since July 2022); former President and CEO, GE Aviation Services (2020-2022); former President and CEO, GE Power Portfolio (2018-2020); former President and CEO, GE Power (2017-2018); former President & CEO, GE Energy Connections (2015-2017); former President & CEO, GE Transportation (2013-2015) 2022 Performance Highlights As CEO of the Commercial Engines & Services business, a sub-business within our Aerospace business, Mr. Stokes leads an organization that manufactures jet engines for commercial aircrafts and provides maintenance, component repair and overhaul services, including sales of replacement parts. Performance highlights during 2022 included: ● Realigning Commercial Engines & Services as an integrated P&L to better serve customer priorities, and driving operational improvements that resulted in improved orders, revenues, and profit margins in 2022 for the largest business unit within the Aerospace business ● Implementing lean processes globally to improve turnaround time, contract selectivity, and estimates of future contract performance, driving increased profitability ● Expanding our global maintenance, repair and overhaul network to provide full flexibility to meet customers’ needs		Russell Stokes Age: 51 Education: Cleveland State University GE Tenure: 26 Years

	Changes for 2023 Compensation: Consistent with his expanded operational responsibilities during 2022, the committee approved an annual equity grant in 2023 for Mr. Stokes of $5.0 million.

GE 2023 PROXY STATEMENT 41

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Summary Compensation

Summary Compensation Table

NAME & PRINCIPAL POSITION	YEAR		SALARY		BONUS*			STOCK AWARDS		STOCK OPTION		NON-EQUITY INCENTIVE PLAN COMP.		CHANGE IN PENSION VALUE & DEFERRED COMP.		ALL OTHER COMP		SEC TOTAL
H. Lawrence Culp, Jr. Chairman & CEO, GE and CEO, GE Aerospace		2022	$	2,500,000	$	0		$	5,000,021	$	0	$	525,000	$	151,653	$	21,350	$	8,198,024
		2021	$	2,500,000	$	4,200,000		$	14,999,996	$	0	$	0	$	943,153	$	20,300	$	22,663,449
		2020	$	653,409		0		$	72,054,874	$	0	$	0	$	463,799	$	19,950	$	73,192,032
Carolina Dybeck Happe SVP & CFO		2022	$	1,500,000	$	0		$	3,354,008	$	1,500,016	$	262,500	$	0	$	3,124,668	$	9,741,192
		2021	$	1,500,000	$	2,100,000		$	3,602,609	$	1,499,998	$	0	$	351,465	$	1,415,986	$	10,470,058
		2020	$	1,250,000	$	1,325,000		$	10,415,106	$	9,500,003	$	0	$	246,010	$	1,032,906	$	23,769,025
Peter Arduini SVP, GE and CEO, HealthCare
Peter Arduini SVP, GE and CEO, HealthCare		2022	$	1,250,000	$	0		$	6,135,961	$	2,099,996	$	890,625	$	0	$	120,520	$	10,497,102
John Slattery EVP & CCO Aerospace		2022	$	1,250,000	$	0		$	4,024,812	$	1,800,006	$	1,462,500	$	105,114	$	138,843	$	8,781,275
		2021	$	1,250,000	$	1,337,500		$	4,323,123	$	1,799,998	$	0	$	292,217	$	451,616	$	9,454,454
		2020	$	588,768	$	1,375,000	**	$	2,097,221	$	2,399,998	$	0	$	87,815	$	4,685,336	$	11,234,138
Russell Stokes SVP, GE & CEO Commercial Engines & Services		2022	$	1,400,000	$	0		$	2,549,063	$	1,140,001	$	1,652,000	$	3,217	$	113,422	$	6,857,703
		2021	$	1,400,000	$	1,456,000		$	2,521,819	$	1,050,001	$	0	$	2,733	$	89,211	$	6,519,764
		2020	$	1,400,000	$	1,300,000		$	7,267,127	$	1,050,002	$	0	$	5,919,977	$	89,573	$	17,026,679

*	For 2022, we reported AEIP bonuses paid to our named executives under “Non-Equity Incentive Plan Compensation”, as they were based on predetermined performance measures without the use of discretion. AEIP bonuses paid to our named executives in 2020 and 2021 are under this “Bonus” column.
**	Includes $1.0 million signing bonus for Mr. Slattery, pursuant to his offer letter agreement.

SALARY. Base salaries for our named executives. Each of the named executives contributed a portion of his or her salary to the GE Retirement Savings Plan (GE RSP), the company’s 401(k) savings plan. Mr. Culp voluntarily forfeited 74% of his salary for 2020, in light of the business challenges resulting from the COVID-19 pandemic. See Base Salaries on page 31 for more information.

BONUS. Amounts earned under the AEIP in 2020 and 2021. For amounts earned under the AEIP in 2022, see Non-Equity Incentive Plan Compensation. See Annual Executive Incentive Plan on page 31 for additional information on the AEIP program.

STOCK AWARDS. Aggregate grant date fair value of stock awards in the form of PSUs and RSUs, and in the case of Mr. Culp, performance shares, granted in the years shown. Generally, the aggregate grant date fair value is the amount that the company expects to expense for accounting purposes over the award’s vesting schedule and does not correspond to the actual value that the named executives will realize from the award. In particular, the actual value of PSUs and performance shares received are different from the accounting expense because it depends on performance. For example, as described on page 37, the 2020 and 2022 PSU grants were cancelled by the committee and as a result, none of our named executives received a payout for these awards. When PSUs awards are cancelled, GE does not adjust the related amounts previously reported as compensation in the year of the PSU award to reflect the cancellation. In accordance with SEC rules, the aggregate grant date fair value of the 2022 PSUs and the 2022 portion of Mr. Arduini’s New Hire PSU Award is calculated based on the most probable outcome of the performance conditions as of the grant date, which was less than maximum performance. If the most probable outcome of the performance conditions on the grant date had been maximum performance, then the grant date fair value of the 2022 PSUs would have been as follows: Culp ($7,818,428), Dybeck Happe ($3,887,734), Arduini ($7,603,440), Slattery ($4,665,328), and Stokes ($2,954,684) and the grant date fair value of the New Hire PSU Award would have been $2,160,517. Portions of Mr. Arduini’s New Hire PSU Award are tied to performance goals for 2023 and 2024 that were not set at the time of the grant, and in accordance with SEC rules, no value was estimable for those portions at the time of the grant. A fair value for those portions will be disclosed in future years once the targets are known and the value is estimable. See the 2022 Grants of Plan-Based Awards Table on page 44 for additional information for PSUs and RSUs granted in 2022.

STOCK OPTIONS. Aggregate grant date fair value of option awards granted in the years shown. These amounts reflect the company’s accounting expense and do not correspond to the actual value that the named executives will realize. For information on the assumptions used in valuing a particular year’s grant, see the note on Share-Based Compensation in GE’s financial statements in our annual report on Form 10-K for 2022. See the 2022 Grants of Plan-Based Awards Table on page 44 for additional information on 2022 grants.

NON-EQUITY INCENTIVE PLAN COMPENSATION. Amounts earned under the AEIP for 2022. See the 2022 Grants of Plan-Based Awards Table on page 44 and Annual Executive Incentive Plan on page 31 for additional information.

CHANGE IN PENSION VALUE & DEFERRED COMP. Sum of the change in pension value and above-market earnings on nonqualified deferred compensation, which break down as shown in the following table.

NAME	CHANGE IN PENSION VALUE		ABOVE MARKET EARNINGS
Culp	$	151,653	$	0
Dybeck Happe	$	0	$	0
Arduini	$	0	$	0
Slattery	$	105,114	$	0
Stokes	$	0	$	3,217

Year-over-year changes in pension value generally are driven by changes in actuarial pension assumptions as well as increases in age, and any additional service and compensation (as applicable by plan). See Pension Benefits on page 49 for additional information, including the present value assumptions used in this calculation. Above-market earnings represent the difference between market interest rates calculated under SEC rules and the 6% to 14% interest contingently credited by the company on salary that the named executives deferred under various executive deferred salary programs in effect between 1991 and 2022. See Deferred Compensation on page 47 for additional information.

42 GE 2023 PROXY STATEMENT

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ALL OTHER COMP. We provide our named executives with other benefits that we believe are reasonable, competitive and consistent with our overall executive compensation program. The costs of these benefits for 2022, minus any reimbursements by the named executives, are shown in the table below.

NAME	LIFE INSURANCE PREMIUMS		COMPANY CONTRIBUTIONS TO SAVINGS PLANS		COMPANY CREDITS TO RESTORATION PLAN		RELOCATION AND EXPATRIATE BENEFITS		RELOCATION AND EXPATRIATE TAX BENEFITS		OTHER		TOTAL
Culp	$	0	$	21,350	$	0	$	0	$	0	$	0	$	21,350
Dybeck Happe	$	0	$	9,150	$	0	$	429,913	$	2,664,677	$	20,928	$	3,124,668
Arduini	$	0	$	21,350	$	74,970	$	0	$	0	$	24,200	$	120,520
Slattery	$	0	$	21,350	$	0	$	69,164	$	44,651	$	3,678	$	138,843
Stokes	$	83,521	$	19,825	$	0	$	0	$	0	$	10,076	$	113,422

Life Insurance Premiums. Taxable payments to cover premiums for universal life insurance policies the named executives own. These policies include: (1) Executive Life, which provides universal life insurance policies for the indicated named executives totaling up to $3 million in coverage at the time of enrollment and increased 4% annually thereafter; and (2) Leadership Life, which provides universal life insurance policies for the indicated named executives with coverage of 2X their annual pay (salary plus most recent bonus). As of January 1, 2018, these plans were closed to new employees and employees who were not already employed at the relevant band level, including Messrs. Culp, Slattery, Arduini and Ms. Dybeck Happe.

Company Contributions to Savings Plans. Represents GE’s matching contributions to the named executives’ RSP accounts equaling up to 4% of eligible pay, and automatic contributions equaling 3% of eligible pay, up to the caps imposed under IRS rules. The GE RSP was split into two plans effective January 1, 2023 – one maintained by GE HealthCare, and one maintained by GE. Mr. Arduini’s RSP benefits were allocated to the GE HealthCare Retirement Savings Plan and the other named executives remained in the GE RSP. We anticipate splitting the GE RSP again in anticipation of the planned spin-off of GE Vernova.

Company Credits to Restoration Plan. Represents GE’s accrued credits to the named executives’ Restoration Plan accounts equaling 7% of their annual earnings, which include base salary and up to one-half of eligible bonus payments, that exceed the IRS-prescribed limit.

Relocation and Expatriate Benefits. Expenses for relocating the named executives and their families in connection with their hiring from outside GE. With respect to Ms. Dybeck Happe, this amount includes expenses for relocating her and her family from Sweden to GE’s headquarters in Boston in 2020 and continued residence outside her home country, which includes the following: (1) housing and utilities ($275,000), (2) educational support for her children ($142,430), (3) tax preparation services and (4) other relocation benefits. With respect to Mr. Slattery, this amount includes the benefits provided to him in connection with his relocation from Ireland to GE Aerospace’s headquarters in Cincinnati, which consists of: educational support for his children ($69,164). Relocation and international assignment benefits, such as those provided to Ms. Dybeck Happe and Mr. Slattery, allow us to recruit the best executives from all over the world, regardless of where they are based.

Relocation and Expatriate Tax Benefits. Tax benefits provided in connection with new hire relocations and international assignments. For Ms. Dybeck Happe, these benefits are pursuant to her employment agreement, and in 2022, include the following: (1) tax equalization payments ($1,525,298 ) intended to ensure that Ms. Dybeck Happe is not put in a disadvantaged tax position as a result of her position with GE in the United States, (2) taxes paid in connection with relocation benefits ($334,185), and (3) tax gross-up payments related to the tax benefits ($805,194). Tax benefits were higher in 2022 for Ms. Dybeck Happe partially because they related to multiple tax years. Benefits for Mr. Slattery included taxes paid in connection with relocation benefits ($44,651).

Other. Total amount of other benefits provided, none of which individually exceeded the greater of $25,000 or 10% of the total amount of personal benefits for the named executive. These other benefits included items such as: (1) car service fees; (2) certain expenses associated with the named executives’ and their invited guests’ attendance at sporting events; (3) transition credits related to participation in the GE Pension Plan; (4) annual physical examinations; (5) legal and professional fees and (6) incremental costs associated with personal use of aircraft and travel by guests accompanying the executive on business travel on a company-leased aircraft, such as for catering. Our named executives are permitted to use an aircraft that is leased by the company for personal use, but, to the extent the named executives engaged in such use during 2022, all such use was reimbursed to the company at rates sufficient to cover the variable costs associated with those flights, other than certain incremental costs as noted above and reported under this item. In addition, the company engages in certain sponsorships and purchases tickets to sporting events in advance for the purposes of customer entertainment. Occasionally, tickets from sponsorship agreements or unused tickets purchased for customer entertainment are made available for personal use by the named executives or other employees. These tickets typically result in no incremental cost to the company.

SEC Total. Total compensation, as determined under SEC rules.

GE 2023 PROXY STATEMENT 43

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Incentive Compensation

In recent years, we have used a mix of short-term incentive compensation under the AEIP and long-term incentive compensation awards: PSUs, performance shares, RSUs, and stock options. In 2022, we granted annual equity awards in March.

2022 Grants of Plan-Based Awards Table

The following table shows bonuses under our AEIP, and awards of RSUs, PSUs and stock options granted to our named executives in 2022. These awards were approved under the GE 2007 Long-Term Incentive Plan, a plan that shareholders approved in 2007, 2012 and 2017 (the 2007 LTIP). In 2022, our shareholders approved the GE 2022 Long-Term Incentive Plan (the 2022 LTIP), which replaced the 2007 LTIP. For more information on each of the award types, see Long-Term Incentive Compensation on page 36. This table includes PSU awards granted in 2022, which were cancelled without payout as a result of below-threshold performance. This table does not take into account the treatment of outstanding equity awards in 2023 in connection with the GE HealthCare spin-off. See Treatment of Outstanding Equity Awards with GE HealthCare Spin-Off on page 38 for additional details.

ESTIMATED FUTURE
PAYOUTS UNDER
NON-EQUITY INCENTIVE
PLAN AWARDS

ESTIMATED FUTURE
PAYOUTS UNDER
PSUs

RESTRICTED
STOCK UNITS
(#)

STOCK
OPTIONS
(#)

OPTION
EXERCISE
PRICE

GRANT DATE
FAIR VALUE OF
AWARDS

NAME

GRANT
DATE

APPROVAL
DATE

AWARD
TYPE

THRESHOLD
($)

TARGET ($)

MAXIMUM
($)

THRESHOLD
(#)

TARGET
(#)

MAXIMUM
(#)

Culp

AEIP

93,750

3,750,000

5,625,000

3/21/2022

3/6/2022

Annual Equity

5,542

55,424

96,992

5,000,021

Dybeck Happe

AEIP

46,875

1,875,000

2,812,500

●  In 2022, nearly three billion people flew with our engine technology under wing. We have nearly 41,000 commercial engines at work in more than 70% of global airlines, and a diverse portfolio of more than 26,000 military engines. We take that responsibility seriously, living our purpose to invent the future of flight, lift people up and bring them home safely.

●  GE Aerospace is leveraging its best-in-class technology portfolio to develop next generation programs.

●  We are continuing our efforts to support the use of sustainable aviation fuel, or SAF, which is vital to enabling the airline industry to meet its decarbonization goals. The RISE program with CFM International (our 50-50 joint venture with Safran) aims to reduce fuel consumption and CO2 emissions by more than 20% compared with today’s most efficient engines.

●  We are also developing a new flight test program for a hydrogen combustion engine and an open fan flight test demonstration, both with Airbus, as well as working with NASA and Boeing to develop hybrid electric engines.

●  The quality of our technology and product development plans, the energy and collaboration of our team and our unique positioning as the industry’s largest and youngest fleet give us confidence that this business will generate significant value for decades to come.

●  GE’s portfolio of energy businesses, which we call GE Vernova, is helping the energy sector solve for sustainability, reliability and affordability. With approximately 54,000 wind turbines and 7,000 gas turbines installed worldwide, GE Vernova helps generate 30% of the world’s electricity and has a meaningful role to play in the energy transition.

●  The planned spin-off of GE Vernova comes as the world faces a 50% increase in electricity demand over the next two decades. Against this backdrop, the strategic imperative to electrify and decarbonize the world is a challenge that GE Vernova was made to meet.

●  For our Power business, global gas generation and utilization continues to grow, with strength in Europe and the U.S. Gas remains a fuel of choice on dispatch curves globally to meet growing electricity demand. Our gas turbines have already accumulated more than eight million hours running on blends of hydrogen and similar fuels.

●  For our Renewable Energy business, the U.S. Inflation Reduction Act is game-changing. It provides the certainty and stability our customers need to make long-term investments, especially in Onshore Wind.

●  While we work on breakthrough technologies for tomorrow, we continue to build and deliver state-of-the-art equipment the world needs today to decarbonize the energy sector while building resilience in more than 170 countries around the world.