8-KLeadership ChangesExhibits & Filings

GE HealthCare Technologies Inc. 8-K Report, Executive Changes (Mar 24, 2023)

Filed March 24, 2023For Securities:GEHC

Summary

GE HealthCare Technologies Inc. (GEHC) announced the implementation of a new "GE HealthCare US Severance and Change in Control Plan for CEO and Leadership Team," effective April 1, 2023. This plan replaces the previous GE HealthCare US Executive Severance Plan for these key individuals, aiming to standardize severance and change-in-control benefits. The new plan outlines specific lump-sum cash severance payments, benefits continuation periods, and outplacement services based on whether a qualifying termination occurs before, or within two years following, a change in control. Importantly, executives will need to waive existing severance benefits from offer letters or employment agreements to participate in this new plan. This move signals a proactive approach by GE HealthCare's compensation committee to align executive retention and transition policies. Investors should note that while the plan standardizes cash and benefits, it explicitly states that equity award terms remain unchanged and will be governed by their existing agreements. The new plan also requires a release and waiver of claims, including potential non-competition and non-solicitation clauses, for benefits to be paid, which is a common practice to protect the company.

Key Highlights

  • 1GE HealthCare established a new "GE HealthCare US Severance and Change in Control Plan for CEO and Leadership Team," effective April 1, 2023.
  • 2The new plan replaces the prior executive severance plan for the CEO and US leadership team.
  • 3Severance benefits are standardized and differentiated based on termination timing relative to a change in control.
  • 4CEO receives higher severance multipliers (2.0x salary+bonus normally, 2.99x with change in control) compared to Leadership Team (1.0x and 2.0x respectively).
  • 5Benefits continuation and outplacement services range from 12-36 months depending on the role and change in control status.
  • 6The plan requires executives to waive existing severance benefits from employment agreements to participate.
  • 7Equity awards are not impacted by this new plan and will be governed by their existing terms.

Frequently Asked Questions

The primary purpose is to standardize and update the severance and change in control benefits for the CEO and US Leadership Team, replacing the previous executive severance plan with a single, consistent framework.

The CEO receives significantly higher severance multipliers. In a qualifying termination without a change in control, the CEO gets 2.0 times base salary plus target bonus, while Leadership Team members receive 1.0 times. Following a change in control, these multipliers increase to 2.99 times for the CEO and 2.0 times for the Leadership Team.

No, the plan explicitly states that it does not vary the terms of equity awards. All outstanding equity awards will continue to be treated according to the terms of their respective award agreements.

Executives must experience a qualifying termination (not for cause, voluntary resignation, death, or disability) and sign a release and waiver of claims acceptable to the company, which may include non-competition, non-solicitation, and non-disparagement clauses.