🧾 What This Document Is

This is GE Vernova's 2026 Proxy Statement (Form DEF 14A). Think of it as a detailed invite and information packet for the company's annual shareholder meeting.

Its main jobs are to:

Announce the 2026 Annual Meeting details (it's virtual on May 20, 2026).
Ask shareholders to vote on four key proposals.
Provide deep background on the company's performance, governance, and pay practices so you can vote intelligently.

👉 Why it matters: This document is your guide to how the company is run and where it's headed. It’s where shareholders hold the board and management accountable.

🏢 What The Company Does

GE Vernova is a global powerhouse in the electric power industry. They make the equipment and provide the services that generate, move, and manage electricity.

👉 In simple terms: They build the nuts and bolts of the world's power grid. Their technology helps generate about 25% of the world's electricity. Their mission is to "electrify to thrive and decarbonize," helping the world transition to cleaner energy.

They operate in three main segments:

Power: Gas, nuclear, hydro, and steam power plants.
Wind: Onshore and offshore wind turbines.
Electrification: Grid solutions, energy storage, and software.

💰 Financial Highlights (2025 Results)

The company had a very strong year, showing significant growth after becoming independent from GE Aerospace in April 2024.

Revenue: $38 Billion (Up 9% from 2024)
Net Income: $4.9 Billion (A massive 213% increase)
Adjusted EBITDA: $3.2 Billion (Up 57%)
Orders: $59 Billion (A huge year for new business)
Record Backlog: $150 Billion (This is the value of future work already contracted, ensuring revenue for years)
Cash from Operations: $5.0 Billion
Free Cash Flow: $3.7 Billion

👉 Why it matters: These numbers show a company that's not just growing, but becoming much more profitable. The massive backlog is like a giant order book that provides security and visibility for the future.

🚀 Key Moves & Strategy

Management is focused on disciplined growth and returning cash to shareholders.

Major Acquisition: Bought the remaining 50% of its Prolec GE joint venture for $5.3 Billion, giving it full control of a key business.
Returning Cash to Shareholders: In 2025, they gave back $3.6 Billion through dividends and stock buybacks.
Doubling the Dividend: Increased the annual dividend from $1 to $2 per share.
Larger Buyback: Increased the share repurchase authorization from $6B to $10 Billion.

👉 Why it matters: This shows confidence. The company is using its strong cash flow to invest in growth (the acquisition) while also rewarding shareholders directly, which is a sign of financial strength.

⚖️ Board & Governance

The board structure is designed for strong, independent oversight as a new public company.

Split Leadership: The Board Chair (Steve Angel) is independent and separate from the CEO (Scott Strazik).
Classified Board (for now): Directors are currently in three classes with staggered terms. This will be fully phased out by 2029, after which all directors will be elected annually.
The Vote: Shareholders are asked to elect three Class II directors for terms until 2029: Matthew Harris, Martina Hund-Mejean, and Paula Rosput Reynolds.
Board Expertise: The board is highlighted for having deep experience in energy, technology, finance, and safety. The skills matrix shows strengths in Executive Experience (9/9 directors), Risk Management (7/9), and Finance & Accounting (6/9).

👉 Why it matters: An independent board is crucial for protecting shareholder interests. The expertise matrix shows they have the right skills to guide a complex industrial company through the energy transition.

📊 The Four Shareholder Proposals

You're being asked to vote on these items:

Proposal 1: Elect Directors - Vote FOR the three nominees mentioned above.
Proposal 2: Advisory Vote on Pay ("Say-on-Pay") - Vote FOR to approve executive compensation. The filing details how pay is tied to performance.
Proposal 3: Ratify Auditors - Vote FOR to keep Deloitte & Touche LLP as the independent accounting firm.
Proposal 4: Stockholder Proposal - A proposal asking for a special report on sustainability goals. The Board recommends a vote AGAINST it, arguing that existing reports already cover this adequately.

💼 Executive Compensation Philosophy

The company's pay program is designed to align executives' interests with shareholders.

Structure: Pay is heavily weighted toward performance-based incentives. For the CEO, 50% of long-term incentives are in Performance Stock Units (PSUs) that only pay out if GE Vernova's stock outperforms.
Key Practices:
- ✅ What they do: Use independent consultants, have clawback policies, enforce strict stock ownership rules, and cap bonuses.
- ❌ What they don't do: No hedging or pledging of company stock, no tax gross-ups, no backdating of options.
CEO Pay Ratio: The filing notes that the CEO's total compensation was 239 times that of the median employee. This is a standard disclosure required by the SEC.

👉 Why it matters: This section shows how the company tries to ensure executives are rewarded for long-term success, not just short-term gains. The "pay vs. performance" tables are key for seeing if pay actually moves with company results.

🔮 What's Next & Big Picture

Strengths (👍):

A market leader in a growing industry (energy transition).
A record $150B backlog provides excellent future visibility.
Strong cash generation allows for investment and shareholder returns.
Clear strategy focused on electrification and decarbonization.

Risks (⚠️):

Execution risk on a huge backlog of orders.
Dependence on government energy policies and regulations.
Intense competition in wind and grid markets.
Complex global supply chains.

🧠 The Analogy

Think of GE Vernova as a major highway construction company for the world's energy future. They don't just build roads (power plants and turbines); they also maintain them (services) and make the smart traffic systems that manage the flow (grid software). The proxy statement shows they've got a decade-long contract book (backlog), a skilled and independent supervisory board, and a pay plan that bonuses the foremen (executives) only if the whole project finishes on time and under budget, benefiting the owners (shareholders).

🧩 Final Takeaway

This proxy reveals GE Vernova as a newly independent company firing on all cylinders—delivering strong financial results, executing strategic acquisitions, and generously returning cash to shareholders. As you vote, the core choice is between endorsing the current board and leadership team that are driving this performance, while considering one shareholder proposal about how sustainability goals are measured.

GE Vernova Inc. — DEF 14A Filing