The MDCC is an independent group of directors on the GE Board and has the primary responsibility to establish, review and approve the CEO’s compensation. In the GE Notice of 2007 Annual Meeting and Proxy Statement (Proxy), we review the details of our plan and the compensation of our senior leaders. I encourage you to review it.
At GE, we believe that goals and metrics drive behavior. On behalf of the Board, we annually set a number of financial, operational and strategic goals for our CEO that we believe create long-term shareowner value. These goals are cascaded throughout the organization. A common mission drives all of our great team’s behavior.
Our CEO’s execution versus these goals sets his incentive compensation for 2006 and the total variable compensation pool for the Company. Our job, as your advocate, is to not only be transparent, but also to use our judgment in compensating our leaders. We believe that the tone for performance and compensation starts at the top of an organization.
In 2006, Mr. Immelt received a base salary of $3.3 million. Based on his solid accomplishments, versus our goals, we paid him an incentive compensation of $5 million. In addition, we awarded Mr. Immelt 250,000 performance share units. The value of all of Mr. Immelt’s outstanding stock awards appears in the Proxy as being worth $7.4 million, but they are, in fact, largely worthless unless Mr. Immelt delivers on shareowner value and cash flow growth. In all, Mr. Immelt works without a contract and 70% of his compensation is at risk. Here is how he did in 2006.
Sincerely,
Ralph S. Larsen
Chairman, Management Development
and Compensation Committee
February 9, 2007
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| * | Including effects of January, 2007 restatement, earnings from continuing operations and EPS were $20.7 and $1.99, respectively. |
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