General Electric 2004 Proxy Statement

GE.com - 2003 Annual Report


	Notice of 2004 Annual Meeting of Shareowners Proxy Statement Election of Directors Corporate Governance Board of Directors and Committees Information Relating to Directors, Nominees and Executive Officers Compensation Committee Report Contingent Long-Term Performance Incentive Awards Stock Options and Stock Appreciation Rights Summary Compensation Table Five-Year Financial Performance Graph Retirement Benefits Audit Committee Report Independent Auditor Ratification of Selection of Independent Auditor Proposal to Add a Revenue Measurement to Executive Officer Performance Goals for Long-Term Performance Awards Shareowner Proposals Additional Information Appendix: Governance Principles Advance Registration


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	Annual Compensation




Name and Principal Position in 2003	Year	Salary	Bonus	Other Annual Compensation^1,2	Total Annual Compensation




Jeffrey R. Immelt	2003	$3,000,000	$4,325,000	$ 78,435	$7,403,435
Chairman of the Board and	2002	3,000,000	3,900,000	49,093	6,949,093
Chief Executive Officer	2001	2,750,000	3,500,000	113,600	6,363,600

Dennis D. Dammerman	2003	$2,266,667	$5,060,000	$ 27,342	$7,354,009
Vice Chairman of the Board	2002	2,100,000	4,650,000	25,539	6,775,539
and Executive Officer	2001	1,900,000	4,200,000	72,527	6,172,527

Robert C. Wright	2003	$2,354,167	$4,950,000	$125,834	$7,430,001
Vice Chairman of the Board	2002	2,229,167	4,300,000	111,698	6,640,865
and Executive Officer	2001	2,000,000	3,725,000	58,639	5,783,639

Benjamin W. Heineman, Jr.	2003	$1,475,000	$2,890,000	$104,043	$4,469,043
Senior Vice President,	2002	1,350,000	2,580,000	102,298	4,032,298
General Counsel and Secretary	2001	1,250,000	2,225,000	65,714	3,540,714

Gary L. Rogers	2003	$1,700,000	$2,160,000	$ 51,525	$3,911,525
Vice Chairman of the Board	2002	1,533,333	2,000,000	47,730	3,581,063
and Executive Officer	2001	1,391,304	1,800,000	92,810	3,284,114

	Long-Term Compensation




Name and Principal Position in 2003		Awards		Payouts
Name and Principal Position in 2003	Year	Restricted Stock Units³	Number of Stock Options and SARs	LTIP Payouts⁴




Jeffrey R. Immelt	2003	$ 0	0	$ 0
Chairman of the Board and	2002	525,000	1,000,000	6,693,300
Chief Executive Officer	2001	0	1,200,000	0

Dennis D. Dammerman	2003	$3,573,421	510,000	$ 0
Vice Chairman of the Board	2002	0	850,000	5,925,400
and Executive Officer	2001	0	1,012,500	0

Robert C. Wright	2003	$2,942,821	420,000	$ 0
Vice Chairman of the Board	2002	0	625,000	10,672,100
and Executive Officer	2001	0	750,000	0

Benjamin W. Heineman, Jr.	2003	$ 882,840	126,000	$ 0
Senior Vice President,	2002	0	210,000	3,095,200
General Counsel and Secretary	2001	0	262,500	0

Gary L. Rogers	2003	$ 0	0	$ 0
Vice Chairman of the Board	2002	0	450,000	4,424,800
and Executive Officer	2001	0	525,000	0

All Other Compensation

Name and
Principal Position in 2003

Year

Payments
Relating to
Employee
Savings Plan⁵

Earnings on
Deferred Compensation⁶

Value of
Supplemental
Life Insurance
Premiums⁷

Total

Jeffrey R. Immelt

2003

$173,000

$ 49,899

$ 31,965

$255,164

Chairman of the Board and

2002

166,250

39,837

64,877

270,964

Chief Executive Officer

2001

140,000

27,643

54,554

222,197

Dennis D. Dammerman

2003

$160,700

$277,384

$122,513

$560,597

Vice Chairman of the Board

2002

147,000

227,644

126,563

501,207

and Executive Officer

2001

127,750

161,212

97,504

386,466

Robert C. Wright

2003

$157,600

$368,810

$150,111

$676,521

Vice Chairman of the Board

2002

78,000

302,269

143,289

523,558

and Executive Officer

2001

70,050

230,966

115,888

416,904

Benjamin W. Heineman, Jr.

2003

$ 96,825

$195,679

$ 77,563

$370,067

Senior Vice President,

2002

86,150

158,847

74,539

319,536

General Counsel and Secretary

2001

77,050

123,060

65,681

265,791

Gary L. Rogers

2003

$ 94,500

$134,732

$100,658

$329,890

Vice Chairman of the Board

2002

85,200

119,508

65,260

269,969

and Executive Officer

2001

74,950

106,019

54,286

235,255

Notes:

¹	This column includes the aggregate incremental cost to the company of providing perquisites and personal benefits to the named executive officers for the last three years. The amounts reported in this column for 2003, which represent at least 25% of the total amount of Other Annual Compensation reported for 2003, are: financial counseling for Mr. Immelt ($39,438), Mr. Wright ($68,850) and Mr. Rogers ($22,500), and leased car for Mr. Immelt ($34,170), Mr. Dammerman ($27,341) and Mr. Rogers ($26,441). The amounts also include the following incremental costs for personal use of company aircraft by the named executive before the executive became subject to the company’s security program requirements described in footnote 2, or for personal use of company aircraft by members of the executive’s family: Mr. Immelt ($58,238 in 2001); Mr. Wright ($16,289 in 2001); and Mr. Rogers ($74,666 in 2001). The amounts included in this column for personal use of company aircraft by Mr. Heineman are $55,265 in 2003, $52,932 in 2002 and $28,177 in 2001. The amounts reported in this column for 2001 differ somewhat from the amounts reported in prior proxy statements because in 2002 the company changed the period for which it reported costs for personal use of company aircraft and leased cars from a 12-month period ending October 31, to a 12-month calendar-year period ending December 31, and recast prior years so that amounts were reported on a consistent basis.
²	GE, pursuant to an executive security program established by the management development and compensation committee of the board of directors, requires the current chairman and vice chairmen to use company aircraft for personal as well as business travel. The committee requires the company to provide these security services for the company’s benefit rather than as a personal benefit or perquisite for the executives. Although GE believes the costs of these services are a business expense and has not included them in the column on Other Annual Compensation, we are voluntarily reporting the following incremental costs of these services in this footnote: Mr. Immelt ($299,985 in 2003, $119,191 in 2002 and $62,705 in 2001); Mr. Dammerman ($568,178 in 2003, $391,706 in 2002 and $385,208 in 2001); Mr. Wright ($179,569 in 2003, $138,813 in 2002 and $112,378 in 2001); and Mr. Rogers ($363,962 in 2003, $154,301 in 2002 and $39,031 in 2001).
³	This column shows the market value of restricted stock unit (RSU) awards on date of grant. The aggregate holdings and market value of restricted stock and RSUs held on December 31, 2003, by the individuals listed in this table, are: Mr. Immelt, 616,750 shares or units/$19,106,915; Mr. Dammerman, 1,156,584 shares or units/$35,830,972; Mr. Wright, 1,314,334 shares or units/$40,718,067; Mr. Heineman, 594,250 shares or units/$18,409,865; and Mr. Rogers, 654,750 shares or units/$20,284,155. The management development and compensation committee periodically makes special RSU grants to selected senior executives of the company. The restrictions on most of these special RSUs lapse on a scheduled basis over the executive’s career, or upon death, with the restrictions on 25% of the units generally scheduled to lapse three and seven years after the date of grant, and the restrictions on the remaining 50% scheduled to lapse at retirement. In 2003, the committee also granted and plans to continue to grant annual RSUs as part of the regular annual equity grant to a broader group of executives. Half of the restrictions on these annual RSUs lapse after three years and the other half after five years. Regular quarterly dividends or dividend equivalents are paid on all restricted stock and RSUs held by these individuals.
⁴	These amounts represent the dollar value of payouts pursuant to the contingent long-term performance incentive awards granted in 2000.
⁵	These amounts represent company payments of 3.5% of eligible pay made in connection with the company’s Savings and Security Program.
⁶	This compensation represents the difference between market interest rates determined pursuant to SEC rules and the 9.5% to 14% interest contingently credited by the company on salary deferred by the executive officers under various salary deferral plans in effect between 1987 and 2003. Under all such plans, the executive officers generally must remain employed by the company for at least four years following the deferrals, or retire after a full year of deferral, in order to obtain the stated interest rate. The executives listed in this table will not participate in any future salary deferral plans.
⁷	This column includes taxable payments made to executives to cover premiums for a universal life insurance policy owned by the executive, which is provided to over 4,400 of the company’s executives, including the named executives. Amounts in this column for 2001 and 2002 also include the estimated dollar value of the company’s portion of insurance premium payments for supplemental split-dollar life insurance provided to company officers prior to enactment of the Sarbanes-Oxley Act of 2002 on July 30, 2002. No premiums were paid by GE on the named executive’s policies after July 30, 2002. GE will recover all split-dollar premiums paid by it from the policies. The estimated value is calculated, in accordance with SEC rules, as if the premiums were advanced to the executive officers without interest until the time the company expects to recover its premium payments.