GE Vernova 8-K

Summary

CFO succession. Kenneth Parks will retire on 04/02/2027, serving as strategic advisor to the CEO from 01/01/2027 until then. Claire McDonough will join as strategic advisor on 11/01/2026 and succeed him as CFO on 01/01/2027.

Key Figures

• McDonough’s compensation includes a $1M base salary, a target annual incentive opportunity of 100% of base salary, prorated for 2026, and a target LTIP grant valued at $5.23M expected in 2027.
• Make-whole compensation includes a one-time $14.5M LTIP award, split equally between RSUs and PSUs, plus a $5M cash sign-on payment. RSUs vest over three years (33%, 33% and 34%); PSUs vest after three years. Both awards accelerate upon termination without Cause. The sign-on payment is repayable in full if she resigns within 12 months or engages in conduct constituting Cause.
• Parks will receive salary and benefits through his retirement date, remains eligible for a 2026 annual incentive bonus and a prorated 2027 bonus at target performance, and forfeits unvested equity awards as of his retirement date. The bonuses are payable within 60 days after that date.