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
CEO and director since the January 2023 spin-off; GEHC's 3-year price return is -8.7% (negative absolute TSR), and the gap versus the peer group median is only -9.4 percentage points, well below the 20-point threshold needed to trigger a vote against, so no TSR flag applies.
Independent Chairman with deep industrial and healthcare leadership experience; no overboarding concern (holds one outside public board seat as a sitting CEO, within the permitted limit of one); TSR trigger does not apply given the gap vs. peers is below the 20-point threshold.
Independent director with extensive healthcare industry and finance expertise; served since the January 2023 spin-off; TSR gap versus peer median is -9.4 percentage points, well below the 20-point trigger threshold for negative absolute TSR.
Audit Committee Chair and designated financial expert with a 32-year finance career at HP; served since the spin-off; TSR gap versus peer median is below the trigger threshold, and she holds one outside public board seat (GE Aerospace), within permitted limits.
Joined the board in March 2026, well within the 24-month new-director exemption from the TSR trigger; currently holds two outside public board seats (Stryker and Parker-Hannifin) as a sitting CEO, which would normally exceed the one-seat limit, but the company has disclosed a temporary board waiver and Mr. Lobo is stepping down from Parker-Hannifin following its 2026 annual meeting, so this is a transitional situation the board has acknowledged and addressed.
Independent director with strong legal, M&A, and risk management experience; served since the spin-off; TSR gap versus peer median is below the 20-point trigger threshold, and she holds no outside public board seats.
Independent director and Compensation Committee Chair with deep financial and investment management expertise; served since the spin-off; TSR gap versus peer median is below the trigger threshold, and he holds no outside public board seats.
Independent director with relevant healthcare, technology, and AI expertise; served since the spin-off; TSR gap versus peer median is below the 20-point trigger threshold, and she holds one outside public board seat (Doximity), within permitted limits.
All eight nominees pass the policy screens: the 3-year TSR gap versus the company-disclosed peer group median is -9.4 percentage points, well below the 20-point threshold applicable when absolute 3-year TSR is negative, so no TSR-based vote-against is triggered for any director. No director is overboarded under the policy (Mr. Lobo's temporary two-seat situation is disclosed and actively transitioning). All attendance requirements were met in 2025. FOR votes are warranted across the full slate.
Say on Pay
✓ FORCEO
Peter J. Arduini
Total Comp
$18,562,794
Prior Support
94.4%%
The CEO received total compensation of approximately $18.6 million in 2025, which is consistent with benchmark expectations for a CEO at a large-cap ($31.8 billion market cap) global medical technology company. Pay structure is strong from a governance standpoint: approximately 92% of the CEO's total target pay is variable and at-risk (performance stock awards, stock options, RSUs, and annual bonus), well above the 50-60% policy minimum, and fixed salary is only about 7.5% of total target pay. The prior say-on-pay vote received 94.4% support, well above the 70% threshold that would require a response, and no adverse changes in structure have occurred. The variable pay-for-performance alignment check is also satisfactory: the annual bonus paid out at approximately 101% of target, reflecting genuine achievement of organic revenue, adjusted EBIT, and free cash flow targets, and the 2023 performance stock awards paid out at 95% of target after three years of measured performance including a modest, disclosed committee adjustment for unanticipated tariff impacts — overall a reasonable and transparent outcome aligned with shareholder experience.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
3 yrs
Audit Fees
$17,003,000
Non-Audit Fees
$1,094,000
Non-audit fees (audit-related fees of $1,074,000 plus tax fees of $13,000 plus other fees of $7,000 = $1,094,000) represent approximately 6.4% of audit fees ($17,003,000), far below the 50% threshold that would raise independence concerns; Deloitte has served as auditor since 2022 (approximately 3 years), well below the 25-year tenure threshold; and as a Big 4 firm it is fully adequate for a company of GEHC's size and complexity.
Overall Assessment
The 2026 GEHC annual meeting ballot contains three standard proposals: election of eight directors, say-on-pay, and auditor ratification. All proposals pass the relevant policy screens and warrant FOR votes — the director TSR gap versus disclosed peers is well below the trigger threshold, executive pay is heavily performance-based with strong prior shareholder support, and Deloitte's tenure is only three years with a non-audit fee ratio of approximately 6%, far below any concern level.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing