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Each member of our management development and compensation committee is an independent director as determined by our board of directors, based on the New York Stock Exchange listing rules and GE’s stricter independence guidelines. These independence rules and guidelines are discussed in Sections 4 and 7 of GE’s corporate governance principles which are set forth in the Appendix of this proxy statement at pages 66 and 68. This committee’s charter and key practices are published on the governance section of the GE website at www.ge.com.
We approve all of the policies under which compensation is paid or awarded to our executives, and individually review the performance of, and all compensation actions affecting, our senior executive officers — the chief executive officer, the vice chairmen and the senior vice presidents. We oversee and regularly evaluate the effectiveness of our overall executive compensation program. All stock-based long-term performance awards are made under the GE 1990 Long-Term Incentive Plan, which shareowners approved in 1990 and again in 1997. The plan limits total annual awards to less than 1% of issued shares. Historically, the committee has awarded only about half of the authorized amount.
Executive Compensation Philosophy
Our key compensation goals are to hire, motivate, reward and retain executives who create long-term investor value. We use a variety of compensation elements to achieve these goals, including:
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salary and bonus: we pay salaries that are designed to attract and retain superior leaders, and we pay annual bonuses to reward exceptional performance; |
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stock options and stock appreciation rights: we award these to provide incentives for superior long-term performance and to retain top executives because the awards are forfeited if the executive leaves before they become fully exercisable five years after grant; |
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restricted stock units: we grant RSUs to more closely align executives’ interests with investors’ long-term interests, and to retain top executives because the awards are paid out only to executives who remain with the company for extended periods; and |
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long-term performance awards: we use these to provide a strong incentive for achieving specific performance measurements over multi-year periods. |
We discuss below how we have used these awards and a number of other steps to strengthen the alignment of our executives’ interests with the long-term interests of investors and other stakeholders.
Compensation Elements for Executive Officers
As noted above, the basic elements of our executive compensation approach are:
1. Salary and bonus.
Salary is paid for ongoing performance throughout the year. Bonuses are paid in February for the prior year’s performance and are based upon our evaluation of each executive officer’s individual performance in the prior year in the context of our assessment of the overall performance of the company and the executive’s business unit. This includes an assessment of the executive’s contribution to the achievement of financial performance and other key goals we established for the company during the performance year. The salaries and bonuses we paid to our five most highly paid executive officers for the past three years are shown in the table on page 30.
2. Stock options and stock appreciation rights payable in stock (SARs).
Stock options and SARs provide incentives for long-term superior performance and have the same economic value to the executive and the same cost to the company. Each stock option permits the executive to purchase one share of GE stock from the company at the market price of GE stock on the date of grant. SARs payable in stock permit the executive to receive shares of GE stock from the company equal in value to the difference between the price of GE stock on the day the SARs were granted and the price on the day they were exercised, multiplied by the number of SARs exercised. SARs are exercisable in five equal annual installments beginning one year after the grant date. The number of SARs granted to our five most highly paid executives in 2003, and the estimated grant date value of the awards, are shown in the table on page 29. The number of stock options and SARs granted to our five most highly paid executive officers in the last three years are shown in the table on page 31. Stock options granted during and after 2002 generally become exercisable in five equal annual installments beginning one year after the grant date. Stock options granted before 2002 generally become exercisable in two equal installments, three and five years after they were granted.
3. Restricted stock units (RSUs).
We periodically make special RSU grants to key performers to provide strong incentives for continued superior service. RSUs are forfeited if the executive leaves GE prior to the lapse of restrictions, and the value of the RSU changes with the market value of GE stock. Each RSU entitles the executive to receive regular quarterly payments from the company equal to the quarterly dividend on one share of GE stock. Also, provided the executive is still employed by GE when the restrictions lapse, the executive will receive one share of GE stock from the company in exchange for each RSU. For most special RSUs granted during and after 2002, restrictions on 25% lapse after three, five and ten years, with the final 25% lapsing at retirement. For most special RSUs granted before 2002, restrictions on 25% lapse after three and seven years and the remaining 50% lapse at retirement.
In September 2003, for the first time, we granted annual RSUs in lieu of portion of our executives’ regular annual stock option or SAR award. We discuss on page 24 our reasons for making these annual RSU grants. The RSUs granted annually in combination with stock options or SARs under this new policy have essentially the same terms and conditions as the special RSUs described above, except that the restrictions on half of these RSUs will lapse after three years, and the other half after five years. The grant date market value of all RSUs awarded in the last three years to the five most highly paid executive officers is shown in the table on page 31.
4. Contingent long-term performance awards.
We also periodically grant contingent long-term performance awards to select operating managers and executives. These awards are based on the attainment of specific financial measurements over a three-year period, which are designed to enhance long-term shareowner value. We granted these awards in 1994, 1997, 2000 and 2003. The table on page 31 shows the amounts paid last year to our five most highly paid executive officers under the 2000 award.
Recent Executive Compensation Policy Actions
A. Actions Affecting Our Senior Executive Officers.
We consider our CEO, vice chairmen and senior vice presidents to be our senior executive officers and have recently taken a number of actions to further align their interests with investor long-term interests.
1. CEO five-year performance share units.
As we explain in our discussion on page 25 of the basis for the compensation awards we made to Mr. Immelt last year, and summarized in the table on the next page, we granted him 250,000 five-year performance share units in September 2003 in lieu of stock options, SARs and RSUs, so that the performance share units were the only stock-based incentive we awarded to him in 2003. Half of the performance share units provide an incentive for sustained superior operating cash flow growth and the other half provide an incentive to produce long-term shareowner returns that exceed a broad market index. Each of the 125,000 performance share units linked to operating cash flow growth will entitle Mr. Immelt to receive one share of GE stock from the company in 2008 if GE’s operating cash flow, adjusted to exclude the effect of unusual events, increases an average of 10% or more per year during the five-year period from 2003 through 2007. These performance share units will be cancelled if GE’s operating cash flow growth fails to achieve the specified growth rate. Each of the 125,000 performance share units linked to broad market performance will entitle Mr. Immelt to receive one share of GE stock from the company in 2008 if GE’s total shareowner return for the five-year period from 2003 through 2007 meets or exceeds the total shareowner return of the S&P 500 for the same period. These performance share units will be cancelled if GE’s total shareowner return is less than the S&P 500 total shareowner return for the period. For this purpose, “total shareowner return” means the cumulative total return on GE stock and the S&P 500 index, respectively, from December 31, 2002 to December 31, 2007, calculated in the same manner as the five-year performance graph on page 32 of this proxy statement. Mr. Immelt will receive quarterly cash payments on each performance share unit equal to GE’s quarterly per share dividend.
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Long-Term Incentive Plans - Awards in Last Fiscal Year
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| Name |
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Number
of Units |
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Performance Period
Until Payout |
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Maximum
Future Payout |
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| Jeffrey R. Immelt |
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250,000 |
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2003-2007 |
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250,000 Shares |
In summary, Mr. Immelt will receive no shares in 2008 if the company fails to
meet or exceed both targets for cash flow growth and total shareholder return.
He will receive 125,000 shares if the company meets or exceeds only one of the
two performance targets. He will receive 250,000 shares only if the company
meets or exceeds both performance targets.
2. Stock option holding period.
In 2002, we decided that senior executives
should be required to hold for at least one year the net shares of our stock that
they receive by exercising stock options. For this purpose, “net shares” means
the number of shares obtained by exercising stock options, less the number of
shares the executive sells: (a) to cover the exercise price of the options; and (b)
to pay the company withholding taxes.
3. SARs payable in stock.
In September 2003, in lieu of stock options, we
granted our vice chairmen and senior vice presidents SARs payable only in GE
stock. As described on page 21, these SARs have the same economic value to
the senior executive, and the same cost to the company, as stock options, but
are payable only in shares of GE stock. The senior executives will also pay the
same taxes for SAR exercises as they would for stock option exercises, and
grants and exercises of these awards will be publicly reported in the same manner
as stock options. SARs payable in stock enable the company to deliver to
the senior executive the number of “net shares” that the senior executive would
have retained after exercising the same number of stock options and selling
enough shares to cover the exercise price and withholding taxes. This will facilitate
the senior executive’s compliance with the holding period requirement
described above, which we also apply to SAR exercises, by delivering only the
“net shares” that he or she will be required to hold for at least one year, and will
also result in less dilution when exercised because fewer shares will be issued to
the executive.
4. Stock ownership requirement.
In 2002, we established the following stock
ownership requirements, as a multiple of the executive’s base salary, that must
be held by senior executive officers:
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| Position |
Multiple |
Time to Attain |
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| CEO |
6X |
3 years |
| Vice Chairmen |
5X |
4 years |
| Senior VPs |
4X |
5 years |
The number of shares of GE stock that must be held is determined by multiplying the executive’s annual base salary rate in September 2002, when the requirement was adopted by the board, or, for senior executives elected after September 2002, their base salary rate at the end of the month in which they were elected to a senior executive position, by the applicable multiple shown above and dividing the result by the average closing price of our stock during the immediately preceding 12 months. The number of shares to be held will change only if the executive is promoted into a higher level position. In 2003, Mr. Immelt acquired over 425,000 shares of GE stock, including over 293,000 shares he bought in the open market with his own funds or elected to receive in GE stock from a long-term award payout. He currently owns over 600,000 shares of GE stock, more than satisfying his stock ownership requirement.
B. Actions Affecting All Executive Compensation Grants.
In addition to the actions described above with respect to our senior executive officers, we have also recently taken the following actions that affect executive compensation awards made to those executives and to all other executives as well.
1. Stock option/RSU grants.
In September 2003, we decided to replace 40% of the estimated value of new grants of stock options or SARs with RSUs on a basis intended to provide comparable value to the executive at a comparable cost to the company. RSUs will result in less dilution because we grant fewer RSUs than the number of options they replace in view of the fact that, when granted, RSUs have more value than stock options. Also, RSUs are effective incentives for our superior performers to remain with the company and continue that performance during periods of stock market fluctuations, when stock options may have no realizable value. The cost of combined grants of stock options and RSUs is comparable to the cost of granting only stock options or SARs.
2. Expensing stock options.
In 2002, we recommended, and our full board approved, the policy of expensing stock options to respond to investor views that this would improve the transparency of our financial statements.
3. Prohibition on repricing stock options.
In 2002, we also reaffirmed our long-standing policy of prohibiting the repricing of stock options.
Factors We Considered in Making Specific Compensation Decisions
As in prior years, all of our judgments regarding executive compensation last year were based primarily upon our assessment of each executive officer’s leadership performance and potential to enhance long-term shareowner value. We rely upon judgment and not upon rigid guidelines or formulas or short-term changes in our stock price in determining the amount and mix of compensation elements for each executive officer.
Key factors affecting our judgments included the nature and scope of the executive officers’ responsibilities, their effectiveness in leading our initiatives to increase customer value, productivity and growth, and their success in creating a culture of unyielding integrity and compliance with applicable law and our ethics policies. We also considered the compensation levels and performances of a comparison group of major companies that are most likely to compete with us for the services of executive officers.
Based upon all the factors we considered relevant, and in light of our strong financial and operating performance in an extraordinarily challenging global economic environment, we believe it was in your best long-term interest for us to ensure that the overall level of our salary, bonus and other incentive compensation awards was competitive with companies in the comparison group. Quite simply, we continue to believe that the quality, skills and dedication of our executive leaders are critical factors affecting the long-term value of our company. Therefore, we continue to try to maintain an executive compensation program that will attract, motivate and retain the highest level of executive leadership possible.
Our decisions concerning the specific 2003 compensation elements for individual executive officers, including the chief executive officer, were made within this framework and after consultation with an executive compensation expert. We also considered each executive officer’s level of responsibility, performance, current salary, prior-year bonus and other compensation awards. As noted above, in all cases our specific decisions involving 2003 executive officer compensation were ultimately based upon our judgment about the individual executive officer’s performance and potential future contributions — and about whether each particular payment or award would provide an appropriate incentive and reward for performance that sustains and enhances long-term shareowner value.
Basis for Chief Executive Officer Compensation
For 2003, we paid Mr. Immelt $3,000,000 in salary, which is the annual salary rate that has been in effect for him since April 2001. We also paid him a cash bonus of $4,325,000 for 2003, a 10.9% increase over his bonus for 2002.
We considered this level of pay and bonus appropriate for the following reasons: his execution of our strategy to change our portfolio of businesses to enhance long-term investor value through better profit margins and higher returns on equity; his actions to ensure that the company has a strong capital structure and cash flow; his role in leading us to solid financial results in an extremely challenging global economic environment; his actions in making the company a leader in integrity, transparency and corporate governance; and his leadership in driving growth initiatives and reorganizing our businesses around markets to simplify our operations and strengthen our relationships with our customers.
In September 2003 we granted Mr. Immelt 250,000 performance share units in lieu of stock options, SARs and restricted stock units. These performance share units are intended to recognize the unique position of the GE CEO. The committee believes that the CEO of GE needs no retention compensation, and that his equity compensation should be focused entirely on performance and alignment with investors. As described more fully above in our discussion at page 22 of recent changes in our executive compensation policies, 125,000 of the performance share units will convert into shares of GE stock only if GE’s cash flow from operating activities has grown an average of 10% or more per year over the five-year period from 2003 through 2007. The remaining 125,000 performance share units will convert into GE stock only if GE’s total shareowner return meets or exceeds that of the S&P 500 over that period. If one or both performance criteria are not met, the associated performance share units will be cancelled.
Linking 50% of Mr. Immelt’s 2003 equity award directly to the company’s cash generation performance underscores GE’s commitment to strong operating discipline, our triple-A rating and the GE dividend. The remaining 50% of the equity award is based solely on successfully delivering to GE’s shareholders total returns equal to or better than the broader market. When these awards were granted last September, 250,000 shares of GE stock had a market value of about $7.5 million, which means that the performance share units had a grant date value of either zero, about $3.75 million or about $7.5 million, depending on whether neither, one or both performance criteria are ultimately met. In other words, the full value of that grant is at risk, based on GE’s cash flow performance and GE stock price performance from 2003 through 2007.
In 2003, we also granted Mr. Immelt, and certain other executives, a three-year contingent performance incentive award. The awards will be payable only if the company achieves, on an overall basis for the three-year 2003-2005 period, specified goals for one or more of the following four measurements, all as adjusted by the committee to remove the effects of unusual events and the effect of pensions on income: average earnings per share growth rate; average revenue growth rate; average return on total capital; and cumulative cash generated. In summary, more than 75% of Mr. Immelt’s potential compensation for 2003 was at risk, including his bonus, these three-year contingent performance incentive awards and the performance share units we granted to Mr. Immelt last September.
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The foregoing report on executive compensation for 2003 is provided by the undersigned members of the management development and compensation committee of the board of directors.
Ralph S. Larsen (Chairman)
Claudio X. Gonzalez
Andrea Jung
Andrew C. Sigler
Douglas A. Warner III
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