Catherine Lesjak
GENERAL ELECTRICAbout Catherine Lesjak
Independent director of GE Aerospace since 2019; age 66; born in Canada. Former Chief Financial Officer of HP/Hewlett-Packard (2007–2018), interim COO (2018–2019), interim CEO (2010), and SVP & Treasurer (2003–2007). Education: Stanford University; MBA, University of California, Berkeley. She currently chairs GE Aerospace’s Governance & Public Affairs Committee and serves on the Audit Committee; the Board has designated her an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HP / Hewlett-Packard | Chief Financial Officer | 2007–2018 | Led finance function at global technology company |
| HP | Interim Chief Operating Officer | 2018–2019 | Operational leadership during transition |
| Hewlett-Packard | Interim CEO | 2010 | Executive leadership |
| HP | SVP & Treasurer | 2003–2007 | Capital markets and liquidity oversight |
| HP/Hewlett-Packard | Various finance leadership roles (Global Controller, etc.) | Joined 1986 | Deep finance and controls expertise |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| GE HealthCare | Director | Current | Public company board |
| PROS Holdings | Director | Current | Public company board |
| SunPower | Director; Audit Committee Chair | Past | Public company board |
| UC Berkeley Haas School of Business | Board | Current | Non-profit/academic role |
Board Governance
- Committee assignments: Governance & Public Affairs (Chair); Audit (Member). The Board designated Lesjak an “audit committee financial expert” and all Audit Committee members are financially literate under NYSE rules.
- Independence: All director nominees except the CEO are independent; committee members meet heightened independence standards (SEC/NYSE).
- Attendance: All director nominees attended at least 75% of Board/committee meetings in 2023; average attendance was 94%. Audit Committee held 10 meetings; Governance & Public Affairs held 6.
- Executive sessions and oversight: Regular executive sessions, ability to hire outside advisors, and Board-level oversight of ESG, risk, and political spending.
- Related-person transactions/conflicts: No related person transactions requiring disclosure since Jan 1, 2024; independence review considers relationships but none noted for Lesjak. Hedging and pledging are prohibited for directors.
Fixed Compensation
Program Structure (2024 GE Aerospace Non-Employee Director Compensation Plan)
| Component | Amount |
|---|---|
| Annual cash retainer (all independent directors) | $140,000 |
| RSUs grant value (annual) | $185,000 |
| Lead director fee | $50,000 |
| Audit Committee chair fee | $30,000 |
| Compensation Committee chair fee | $25,000 |
| Governance Committee chair fee | $20,000 |
Key mechanics: RSUs vest one year from grant and can be deferred; cash retainers payable quarterly with optional deferral into interest accounts or Phantom Units; annual cap $1,000,000.
Individual Director Compensation (Lesjak)
| Metric | 2023 | 2024 |
|---|---|---|
| Cash Fees ($) | $128,000 | $148,835 |
| Stock Awards ($) | $196,746 | $266,581 |
| All Other Compensation ($) | $0 | $5,000 (charitable match) |
| Total ($) | $324,746 | $420,416 |
Prior GE program (before May 7, 2024): $275,000 annual amount (paid ≥60% DSUs/≤40% cash) plus committee membership fees; directors could defer cash into DSUs.
Performance Compensation
Independent directors do not receive cash incentive compensation, options, pensions, or performance-based equity; RSUs are time-based and options ceased in 2002.
| Performance-Linked Element | Applies to Independent Directors? | Notes |
|---|---|---|
| Cash incentive bonus | No | Not part of director pay |
| Stock options | No | Ceased granting in 2002 |
| Performance shares/PSUs | No | Not used for directors |
| Pension/SERP | No | Not applicable |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Exposure |
|---|---|---|
| GE HealthCare (public) | Current director | Separate GE spin-off; no related-party transactions requiring disclosure |
| PROS Holdings (public) | Current director | No GE Aerospace related-party transactions disclosed |
| SunPower (public) | Past director/audit chair | Historical role |
The proxy lists transactions considered for director independence (e.g., AccorHotels, GIP/BlackRock) but does not identify any Lesjak-specific related transactions.
Expertise & Qualifications
- Finance & accounting; investor/capital allocation; global experience; operations.
- Audit Committee financial expert designation.
- Education: Stanford University; MBA, UC Berkeley.
Equity Ownership
Share ownership guidelines: 5x annual cash retainer ($700,000) with a five-year compliance window; all directors are in compliance. Hedging and pledging are prohibited.
| Ownership Metric | 2023 | 2024 |
|---|---|---|
| Beneficial common shares held | 0 | 0 |
| DSUs accrued (GE/GE Aerospace) | 11,401 | 11,870 |
| Cash deferred into DSUs/Phantom Units ($) | $0 | $66,989 |
| Phantom Units accrued | N/A | 0 |
| RSUs accrued (unvested at FY-end) | N/A (program not in place) | 1,169 |
| Shares pledged as collateral | None (proxy notes no pledging) | |
| Ownership guideline compliance | In compliance (Board-wide) | In compliance (Board-wide) |
Notes: Beneficial ownership tables exclude DSUs/RSUs/Phantom Units until settlement/vesting; “less than 1%” ownership for named directors.
Governance Assessment
- Strengths: Governance chair role, Audit member with “financial expert” designation, strong independence posture, robust attendance, and alignment via equity retainer and ownership guidelines; hedging/pledging prohibited.
- Pay structure signals: Shift from DSUs (pre–May 2024) to RSUs plus optional Phantom Units reflects simplification and clearer alignment; no performance-based pay or options reduces risk of misaligned incentives.
- Conflicts/related parties: No related person transactions requiring disclosure and no pledging; independence reviewed annually with heightened standards for Audit/Comp committee membership.
- RED FLAGS: None disclosed regarding attendance shortfalls, related-party exposure, hedging/pledging, or pay anomalies for independent directors.