GE HEALTHCARE TECHNOLOGIES INC (GEHC)
Sector: Health Care
2026 Annual Meeting Analysis
GE HEALTHCARE TECHNOLOGIES INC · Meeting: May 7, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of the 8 Director Nominees Named in this Proxy Statement for a One-Year Term
As CEO and director since the January 2023 spin-off, Arduini's tenure overlaps with a 3-year price return of -13.8%, but the gap versus the peer group median (-13.3pp) does not reach the 20pp threshold required to trigger a vote against, and no other disqualifying flags apply.
Culp is Chair of GEHC and also serves as Chairman and CEO of GE Aerospace, meaning he holds one outside public board seat (GEHC) in addition to his own company's board, which is within the policy limit of two total for a sitting CEO; TSR underperformance does not reach the 20pp trigger threshold, so no disqualifying flag is present.
Hochman has served since the spin-off, has no overboarding issues (no current public company board seats beyond GEHC), attended at least 75% of meetings in 2025, and the 3-year TSR gap versus peers (-13.3pp) does not reach the 20pp threshold needed to trigger a vote against.
Lesjak serves as Audit Committee Chair and is a designated financial expert with a strong CFO background; she also sits on the GE Aerospace board (one outside seat), attendance is adequate, and the peer TSR gap does not trigger a vote against.
Lobo joined the board in March 2026, well within the 24-month new-director exemption window, so the TSR trigger does not apply; he currently holds two outside board seats (GEHC and Parker-Hannifin) as a sitting CEO, which normally would be flagged, but the company has disclosed he will step down from Parker-Hannifin after its 2026 annual meeting, and the board has granted a temporary waiver — no permanent disqualifying condition exists.
Madden has served since the spin-off, holds no other public company board seats, is a designated audit committee financial expert, attended at least 75% of meetings, and the peer TSR gap does not reach the 20pp threshold.
Stromberg has served since the spin-off, holds no current public company board seats, chairs the Compensation Committee and serves as an audit committee financial expert, attended at least 75% of meetings, and the peer TSR gap does not reach the 20pp threshold.
Yang has served since the spin-off, holds one outside public board seat (Doximity), has relevant technology and healthcare expertise, attended at least 75% of meetings, and the peer TSR gap does not reach the 20pp threshold.
All eight director nominees receive a FOR vote. GEHC's 3-year price return of -13.8% is negative in absolute terms, which means the policy requires a gap of at least 20 percentage points below the peer group median before triggering a vote against any director. The actual gap is only -13.3pp, so the TSR trigger does not fire for any director. Kevin Lobo, who joined in March 2026, is independently exempt as a director within the 24-month new-director window. No overboarding, attendance, independence, or qualifications concerns warrant a vote against any nominee.
Say on Pay
✓ FORCEO
Peter J. Arduini
Total Comp
$18,562,794
Prior Support
94.4%%
The prior year say-on-pay vote received 94.4% support, well above the 70% threshold that would require a response. The pay structure is heavily performance-oriented: 92% of the CEO's total target compensation is variable and at-risk, split among performance stock awards (tied to 3-year organic revenue, cumulative adjusted earnings per share, and relative total shareholder return versus peers), stock options (which only have value if the stock price rises), and time-vested restricted stock. Base salary at roughly 7.5% of total target compensation is far below the 40% fixed-pay ceiling in the policy. The 2023 performance stock awards paid out at 95% of target — modestly below target — which is consistent with the company's stock performance and does not indicate a pay-for-performance disconnect warranting a vote against.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
3 yrs
Audit Fees
$17,003,000
Non-Audit Fees
$1,094,000
Deloitte has audited GEHC since 2022 (approximately 3 years), well below the 25-year tenure threshold that would raise independence concerns. Non-audit fees (audit-related fees of $1,074,000 plus tax and other fees of $20,000, totaling $1,094,000) represent about 6.4% of audit fees ($17,003,000), far below the 50% threshold that would trigger a vote against. Deloitte is a Big 4 firm fully appropriate for a $32 billion market cap company.
Overall Assessment
GEHC's 2026 annual meeting presents three standard proposals, all of which receive a FOR vote determination. The director slate is clean — no TSR trigger fires, no overboarding issues persist beyond a disclosed temporary waiver for a newly added director, and attendance and independence standards are met across the board. The auditor and executive compensation program both pass policy screens without material concern.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing