8-KLeadership ChangesExhibits & Filings

GE HealthCare Technologies Inc. 8-K Report, Executive Changes (Feb 3, 2023)

Filed February 3, 2023For Securities:GEHC

Summary

GE HealthCare Technologies Inc. (GEHC) filed an 8-K on February 3, 2023, reporting on key executive compensation and incentive plans established shortly after its spin-off as a standalone public company. The primary focus of this filing is the approval of 'Founders Grants' for approximately 8,200 leaders, including the CEO and Named Executive Officers (NEOs). These grants, consisting of restricted stock units (RSUs) and stock options, are designed to incentivize leadership during this critical post-spin-off period and vest over a three-year schedule, with specific provisions for continued employment. Furthermore, the company also adopted the 'One GE HealthCare Annual Bonus Plan' on February 2, 2023. This plan outlines a framework for annual cash incentive opportunities for executive officers and other employees, with award targets to be set based on the company's financial, strategic, and operational priorities. These actions demonstrate GEHC's commitment to aligning executive and employee incentives with the company's performance and long-term success as an independent entity.

Key Highlights

  • 1GE HealthCare approved one-time equity awards ('Founders Grants') for approximately 8,200 leaders, including the CEO and NEOs, shortly after its spin-off.
  • 2The Founders Grants are in the form of Restricted Stock Units (RSUs) and Stock Options, issued under the Company's 2023 Long-Term Incentive Plan.
  • 3These equity awards will vest over a three-year period: 50% on February 1, 2025, and 50% on February 1, 2026, contingent on continued employment.
  • 4Specific grant details for the CEO (Peter J. Arduini) include 21,425 RSUs and 188,127 stock options.
  • 5The company also adopted the 'One GE HealthCare Annual Bonus Plan' to provide annual cash incentive opportunities.
  • 6The Bonus Plan aims to drive company, segment, region, and individual performance through targeted awards based on financial, strategic, and operational priorities.
  • 7The filing includes references to the full grant agreements and the Bonus Plan as exhibits for detailed terms.

Frequently Asked Questions

The Founders Grants are one-time equity awards, comprising Restricted Stock Units (RSUs) and Stock Options, issued to approximately 8,200 GE HealthCare leaders, including the CEO and Named Executive Officers (NEOs). They were granted to recognize the pivotal role leadership plays during the critical period following the company's spin-off as a standalone public entity.

The Founders Grants will vest over a three-year period. Specifically, 50% of the award vests on February 1, 2025, and the remaining 50% vests on February 1, 2026. Vesting is contingent upon the grantee remaining employed by the company on the respective vesting dates, with limited exceptions for death, disability, or transfer to a successor employer in specific business operation transfers.

The One GE HealthCare Annual Bonus Plan is a new incentive program adopted by the company to offer annual cash bonuses to executive officers and other employees. The plan is designed to align incentives with the company's performance by setting targets based on its financial, strategic, and operational priorities, as well as segment, region, and individual performance.

For the approximately 700 recipients who regularly receive equity grants as part of their ongoing compensation, including executive officers, the Founders Grants were based on a percentage of their annual Long-Term Incentive (LTI) target. For the roughly 7,500 recipients who do not typically receive equity grants, the Founders Grants were based on a percentage of their salary.