Isabella Goren
GENERAL ELECTRICAbout Isabella Goren
Independent director since 2022; age 64; Audit Committee Chair and designated “audit committee financial expert.” Former CFO of American Airlines and AMR Corporation; prior leadership roles across finance, marketing, and operations at American Airlines; earlier career as a chemical engineer at DuPont. Education: University of Texas at Austin; MBA, Southern Methodist University; birthplace: Ukraine .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Airlines & AMR Corporation | Chief Financial Officer | 2010–2013 | Led financial strategy and reporting through industry cycles |
| American Airlines | SVP, Customer Relationship Marketing | 2006–2010 | Drove customer analytics and loyalty programs |
| American Airlines | Vice President | 1998–2006 | Various finance/management roles |
| AMR Services | President | 1996–1998 | Led ground handling/services operations |
| American Airlines | Management positions | 1986–1996 | Operations and finance leadership progression |
| DuPont | Chemical Engineer | 1983–1985 | Technical foundation in process engineering |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Marriott International | Director | Current | Hospitality sector oversight; potential audit/finance contributions |
| Massachusetts Mutual (MassMutual) | Director | Current | Insurance governance and capital stewardship |
| The University of Texas at Austin, Cockrell School of Engineering | Advisory Board Member | Current | Engineering education and talent pipeline |
| SMU Lyle School of Engineering | Executive Board Member | Current | STEM program guidance |
| Gap | Director | Past | Retail governance |
| LyondellBasell Industries | Director | Past | Chemicals industry oversight |
Board Governance
- Committee assignments: Audit Committee (Chair); Audit met 10 times in 2024; all committee members met NYSE and GE Aerospace independence standards .
- Independence: All nominees except the CEO are independent; Goren is independent and an “audit committee financial expert” per SEC rules .
- Attendance and engagement: Board held 10 meetings; each current director attended at least 75% of applicable meetings; average director attendance was 98%; nine nominees attended the 2024 Annual Meeting .
- Oversight scope (as Audit Chair): external auditor oversight, financial reporting quality, internal controls, ERM (including cybersecurity), and sustainability reporting alignment with Governance Committee .
- Governance policies: strong lead director model; clawback policy covering cash and equity incentive awards; prohibition on hedging and pledging; stock ownership guidelines; overboarding limits .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $140,000 | Paid quarterly; deferrable into interest account or Phantom Units |
| Audit Committee Chair fee | $30,000 | Role-based cash premium |
| Equity (RSUs) | $185,000 target grant value | Annual grant at Annual Meeting; vests in 1 year |
| 2024 Cash Fees (actual) | $153,951 | Includes chair premium; portion deferred |
| 2024 Stock Awards (SEC grant-date value) | $264,396 | RSUs and any DSU/Phantom deferrals |
| All Other Compensation | $5,000 | Matching Gifts Program |
| 2024 Total | $423,347 | Sum of SEC-reported components |
Program design highlights:
- RSUs: target value converted to shares using 30-day average closing price; dividend equivalents accrue as additional RSUs; settlement within two weeks of vesting unless deferred .
- Cash deferrals: may elect interest account (10–20Y U.S. Treasury average yield) or Phantom Units; phantom units accrue dividend equivalents; paid in cash starting one year after Board departure .
Performance Compensation
| Element | Status | Details |
|---|---|---|
| Cash incentive | None | Independent directors do not receive cash incentive compensation |
| Stock options | None outstanding | GE ceased option grants to directors in 2002; none outstanding |
| Clawback applicability | Yes (policywide) | Clawback covers all cash and equity incentive awards across the company |
GE’s director pay mix is predominantly fixed cash plus time-based RSUs; there are no director PSUs or option awards, minimizing pay-for-performance leverage for directors and emphasizing alignment via stock ownership guidelines .
Other Directorships & Interlocks
| Company/Entity | Relationship to GE | Independence/Transactions Considered | Conflict View |
|---|---|---|---|
| Marriott International | Customer/supplier overlap: none evident in proxy | No Marriott-related transactions in independence review table; Board considered Accor (Bazin), GIP/BlackRock, charitable orgs | Low conflict; hospitality exposure not a GE Aerospace counterparty |
| MassMutual | Financial services | Not listed among related person transactions | Low conflict; governance-only exposure |
| Gap; LyondellBasell | Prior boards | Not listed among related person transactions | Low conflict (historical) |
Related person transactions: none requiring disclosure since January 1, 2024, except Fidelity’s recordkeeping/trustee services (~$2.6M) for company plans; no director-specific related party transactions disclosed .
Expertise & Qualifications
- Financial acumen: audit committee financial expert; former CFO of a Fortune 500 airline; deep finance, accounting, and investor stewardship skills .
- Operations and commercial: leadership roles spanning customer marketing, service operations, and airline services; global perspective .
- Technical foundation: chemical engineering background; brings process rigor to audit and controls oversight .
- Governance readiness: independent, financially literate under NYSE standards; chairing audit with ERM/cyber oversight .
Equity Ownership
| Measure | Value/Status |
|---|---|
| Beneficial ownership (SEC definition) | 0 shares (director-level RSUs/DSUs/Phantom Units excluded from table) |
| RSUs accrued (unvested, FY2024 YE) | 1,169 units |
| DSUs accrued (company stock) | 4,135 units |
| Cash deferred into DSUs/Phantom Units (2024) | $64,895 |
| Shares pledged | None; company indicates no pledging by named persons; standard brokerage set-off caveats noted |
| Director ownership guideline | 5x cash retainer ($700,000) |
| Compliance status | All directors in compliance (includes stock, DSUs, RSUs, Phantom Units) |
Governance Assessment
-
Strengths
- Audit chair with deep CFO experience; designated financial expert; strong oversight of auditor independence, internal controls, ERM, and cybersecurity—key for investor confidence in financial reporting quality .
- High engagement environment: Board met 10 times; committees active; average director attendance 98%; independent executive sessions and strong lead director structure support accountability .
- Alignment policies: robust clawback, prohibition on hedging/pledging, stock ownership requirements, and overboarding limits; director compensation is simple and transparent .
- No related-party transactions tied to directors disclosed; independence reaffirmed for all committee members .
-
Potential investor watchpoints
- Beneficial ownership table shows 0 directly held shares under SEC rules, though RSUs/DSUs/Phantom Units are accumulating and the company states directors are in compliance with the $700,000 ownership guideline; investors may still monitor tangible, non-deferred holdings for “skin-in-the-game” optics .
- Multiple external commitments (e.g., Marriott, MassMutual, academic boards) warrant ongoing monitoring versus GE’s audit chair workload; GE’s overboarding policy mitigates risk and notes audit committee service limits .
Overall: Goren’s finance and operating background, combined with audit chair responsibilities and financial expert designation, underpin board effectiveness on reporting quality, risk, and controls. Policy safeguards and active committee cadence reduce governance risk; the lack of direct beneficial share count is tempered by RSU/DSU accumulation and guideline compliance .