GE VERNOVA INC (GEV)

Sector: Industrials

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2026 Annual Meeting Analysis

GE VERNOVA INC · Meeting: May 20, 2026

Policy v1.2medium confidenceView Filing ↗
For informational purposes only. This AI-generated analysis applies a published voting policy to publicly available proxy filings. It does not constitute investment advice, proxy voting advice, or a solicitation of any kind. AI analysis may be incomplete or inaccurate — always review the actual filing and make your own independent decision.

Directors FOR

3

Directors AGAINST

0

Say on Pay

FOR

Auditor

FOR

Director Elections

Election of our Class II Directors for a Three-Year Term Expiring at our 2029 Annual Meeting

3 FOR
✓ FOR
Matthew Harris

Harris joined in April 2024 (under 24 months tenure), is exempt from the TSR trigger, has no overboarding issues (zero other public boards), attended at least 75% of meetings, and brings deep infrastructure and energy investment expertise relevant to GEV's business.

✓ FOR
Martina Hund-Mejean

Hund-Mejean joined in May 2024 (under 24 months tenure), is exempt from the TSR trigger, holds two other public board seats (Prudential Financial and Colgate-Palmolive) which is within the policy limit, attended at least 75% of meetings, and brings substantial CFO and financial expertise as Audit Committee Chair.

✓ FOR
Paula Rosput Reynolds

Reynolds joined in April 2024 (under 24 months tenure), is exempt from the TSR trigger, holds two other public board seats (Linde and National Grid UK) which is within the policy limit, attended at least 75% of meetings, and brings over 35 years of energy industry leadership experience.

All three Class II director nominees joined the board in April or May 2024, making them exempt from the TSR underperformance trigger under the 24-month new-director exemption. In any event, GEV's 3-year total return of +587% massively outperforms both the peer group median (+124%) and the XLI sector ETF benchmark (+69%), so no TSR trigger would fire regardless. No overboarding, attendance, independence, or qualification concerns exist for any nominee. Vote FOR all three.

Say on Pay

✓ FOR

CEO

Scott Strazik

Total Comp

$18,020,345

Prior Support

N/A

CEO Scott Strazik's total reported compensation of $18.0 million compares reasonably to peers at a $244B market cap industrial company, and the proxy notes his 2025 target compensation was $14.8 million with the SCT figure elevated by pension value changes and other accounting items rather than new pay. The pay mix is strongly performance-oriented — 90% of CEO target compensation is variable (75% in long-term equity awards plus a short-term cash bonus), well above the policy's 50-60% minimum threshold for variable pay. Pay-for-performance alignment is excellent: GEV's stock rose approximately 99% in 2025 and over 360% since the April 2024 spin-off, far outpacing peers, and the annual bonus payout reflected genuine operational outperformance (free cash flow of $3.7B vs. $2.5B target, revenue up 9%) while the safety modifier was correctly applied at -10% following four worker fatalities, demonstrating that the incentive structure is working as intended with real consequences for underperformance on non-financial metrics. The long-term incentive plan uses 3-year cumulative financial metrics plus a relative total shareholder return modifier, the company has a meaningful clawback policy, and prohibitions on hedging and pledging are in place — all positive governance features.

Auditor Ratification

✓ FOR

Auditor

Deloitte & Touche LLP

Tenure

N/A

Audit Fees

N/A

Non-Audit Fees

N/A

Deloitte is a Big 4 firm that is appropriate for GEV's scale and complexity as a $244B market cap industrial company. Auditor tenure is not disclosed in the extracted filing text, so the tenure trigger cannot fire per policy — this is noted as a minor negative factor but does not change the vote. No fee table data was extractable from the provided filing text, so the non-audit fee ratio trigger cannot be evaluated; absent confirmed data, the default FOR vote applies. No material restatements were disclosed.

Stockholder Proposals

1 proposal submitted by shareholders

Proposal 4

Stockholder Proposal Requesting Report Assessing Sustainability Goals on the Basis of Net-Present-Value and Return-on-Investment Calculation

✗ AGAINST
Filed by:Unknown — filer identity not fully extracted from provided filing textOther
Board recommends: AGAINST
no prior-year vote history identifiedoperational ask requiring company to apply specific financial methodology to sustainability goalsboard opposes the proposalGEV already discloses sustainability framework with financial integration

This proposal asks GEV to produce a report assessing its sustainability goals using specific net-present-value and return-on-investment calculations, which is an operational ask with a high bar to support — it would require the company to apply a prescribed financial methodology to its sustainability program rather than use its own judgment about how to integrate financial rigor into sustainability oversight. GEV already discloses a detailed Sustainability Framework that is evaluated 'under the same financial, operational, and risk frameworks that govern our investments,' and the board's Safety and Sustainability Committee actively oversees these matters, suggesting the core concern about financial discipline in sustainability is already being addressed. Without evidence of a credible filer with a track record of governance-focused proposals, prior-year vote support signaling a significant shareholder concern, or a weak company response that overstates existing disclosure, the merits do not clear the threshold needed to override the board's opposition to this operational request.

Overall Assessment

GEV's 2026 annual meeting is a straightforward ballot with no significant governance concerns: all three director nominees are recent additions to the board with strong relevant credentials and are exempt from TSR scrutiny given their short tenure, and GEV's stock performance dramatically outperforms both peers and the XLI sector ETF in any case. The executive compensation program is well-structured with genuinely performance-linked pay, strong equity orientation, and a functioning incentive system that applied real penalties for safety failures, supporting a FOR vote on Say on Pay, while the sole stockholder proposal requesting a specific financial methodology be applied to sustainability goals does not meet the threshold for support given existing company disclosure and the absence of a credible filer with demonstrated governance focus.

Filing date: April 3, 2026·Policy v1.2·medium confidence

Compensation Peer Group

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