Edward Garden
GENERAL ELECTRICAbout Edward Garden
Edward P. Garden, age 63, has served on the GE Aerospace (General Electric Company) Board since 2017. He is an independent director designated as an Audit Committee financial expert, with deep investor and capital allocation experience from prior leadership at Trian Fund Management and senior roles in investment banking; he holds a degree from Harvard College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Garden Investments | Chairman & CEO | Since 2023 | Investor/operator perspective; capital allocation expertise |
| Trian Fund Management | Chief Investment Officer & Founding Partner | 2005–2023 | Shareholder engagement, value creation focus |
| Triarc Companies (Wendy’s/Arby’s, now The Wendy’s Company) | Vice Chairman & Director; EVP | 2003–2007 | Corporate strategy, governance |
| Credit Suisse First Boston | Managing Director | 1999–2003 | Investment banking leadership |
| BT Alex Brown | Managing Director | 1994–1999 | Investment banking leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Aerospace | Director (Independent) | Since 2017 | Audit; Compensation |
| Middleby | Director | Current | Not disclosed in GE proxy |
| Family Dollar Stores | Director | Prior | Not disclosed |
| Invesco | Director | Prior | Not disclosed |
| Janus Henderson Group | Director | Prior | Not disclosed |
| Legg Mason | Director | Prior | Not disclosed |
| Pentair | Director | Prior | Not disclosed |
| The Bank of New York Mellon | Director | Prior | Not disclosed |
| The Wendy’s Company | Director | Prior | Not disclosed |
Board Governance
- Committee assignments: Audit Committee member; Management Development & Compensation Committee member; both committees comprised entirely of independent directors in 2024 .
- Financial expert designation: The Board determined Edward Garden is an “audit committee financial expert” under SEC rules .
- Independence: All director nominees except the CEO are independent; committee members meet heightened independence standards .
- Attendance & engagement: Board held 10 meetings in 2024 (7 regular, 3 special); average director attendance was 98%, and each director attended at least 75% of their meetings; independent directors held executive sessions at scheduled meetings .
- Committee workload: Audit (10 meetings); Compensation (8 meetings) in 2024 .
- Governance practices: Prohibition on hedging/pledging, strong stock ownership guidelines, annual board/committee self-evaluations, ability to hire outside advisors; regular shareholder engagement program .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Cash Fees ($) | 134,368 |
| Stock Awards ($) | 264,352 |
| All Other Comp ($) | 0 |
| Total ($) | 398,720 |
| Program Structure (Independent Directors) | Annual cash retainer $140,000; RSUs $185,000; Chair/Lead fees: Audit $30,000, Compensation $25,000, Governance $20,000, Lead Director $50,000; RSUs vest on one-year anniversary |
- Deferrals: Directors may defer cash retainers into DSUs or Phantom Units; Garden deferred $64,822 in 2024 .
- No meeting fees or options; no cash incentive compensation or pension benefits for independent directors .
Performance Compensation
| Element | Design | Vesting/Modifiers | 2024 Detail |
|---|---|---|---|
| Director RSUs | Time-based alignment (not performance-based) | Fully vest on 1-year anniversary; dividend equivalents accrue as additional RSUs | 1,169 RSUs accrued (unvested at FY-end) |
| Phantom Units (if elected) | Cash deferral linked to stock value | Fully vested upon grant; paid after board departure | 0 Phantom Units accrued by Garden in 2024 |
| DSUs (legacy GE program pre-May 7, 2024) | Fully vested upon grant; accumulate dividend equivalents | Paid one year after leaving Board | 14,270 DSUs accrued by Garden |
Independent directors do not receive performance-based cash bonuses or stock options; director equity is time-based to support alignment and retention .
Other Directorships & Interlocks
| Type | Entity | Notes |
|---|---|---|
| Current Public Board | Middleby | Active director |
| Prior Public Boards | Family Dollar; Invesco; Janus Henderson; Legg Mason; Pentair; BNY Mellon; Wendy’s | Historical affiliations; no GE-related transactions disclosed |
| Potential interlocks/conflicts | None disclosed | Governance Committee reviews conflicts; no related person transactions requiring disclosure since Jan 1, 2024 (aside from Fidelity plan services) |
Expertise & Qualifications
- Audit Committee financial expert; financially literate under NYSE standards .
- Deep investor/capital allocation and finance background (Trian CIO; investment banking MD roles) .
- Board skills matrix emphasizes finance/accounting and investor/capital allocation competencies on the GE Aerospace Board .
- Education: Harvard College .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (GE Aerospace Common) | 0 shares | As of Dec 31, 2024; less than 1% of class |
| DSUs Accrued | 14,270 units | Fully vested; payable after leaving Board |
| RSUs Accrued | 1,169 units | Unvested at FY-end; vest on one-year anniversary |
| Phantom Units | 0 units | No balance; eligible if elected |
| Cash Deferred to DSUs/Phantom in 2024 | $64,822 | Garden’s deferral amount |
| Ownership Guidelines | 5x cash retainer ($700,000) | All directors in compliance |
| Pledging/Hedging | Prohibited | Policy prohibits hedging & pledging; none pledged in beneficial ownership table |
Insider Trades
| Period | Summary |
|---|---|
| 2024 | Company believes directors and officers filed Section 16(a) reports timely in 2024, with noted late filings affecting other individuals; no specific insider trade transactions for Garden are disclosed in the proxy |
Governance Assessment
- Board effectiveness: Garden’s dual service on Audit and Compensation, plus designation as an Audit Committee financial expert, enhances financial rigor and pay-for-performance oversight; Audit met 10 times and Compensation met 8 times in 2024, indicating active committee engagement .
- Independence & attendance: Independent status, high average attendance (98%), and regular executive sessions underpin robust oversight and investor confidence .
- Alignment & incentives: Director compensation mix is balanced (cash retainer + time-based RSUs), with deferral options (DSUs/Phantom Units) and strict ownership requirements; Garden’s deferrals and accrued RSUs/DSUs support alignment without creating pay-for-performance distortions typical of executives .
- Conflicts & related-party exposure: No related person transactions disclosed for Garden; conflicts are governed with mandatory recusals and Governance Committee review; policy prohibits hedging/pledging—reducing alignment risk .
- RED FLAGS: None identified in GE’s 2025 proxy for Garden—no attendance or overboarding concerns (GE limits: other directors up to 4 boards; audit committee service limits; all nominees in compliance), no disclosed related-party transactions, and adherence to ownership guidelines .
- Shareholder signaling: Strong say-on-pay support (94% in 2024) and ongoing shareholder engagement suggest governance credibility; while executive pay deliberations were a focus (e.g., CEO PSU grant), director pay remains simple and capped (max $1,000,000 annually) .