John Phillips
GENERAL ELECTRICAbout John Phillips
John Phillips, III is Senior Vice President, General Counsel & Secretary of GE Aerospace, appointed in October 2023. He is 47 years old and holds a B.A. from Duke University and a J.D. from the University of Chicago; tenure as of year-end 2024 was one year . The executive compensation framework linking his pay to performance emphasizes total company adjusted EPS and free cash flow through PSUs, and annual revenue/adjusted revenue growth, operating profit, and free cash flow under the AEIP with a safety modifier, aligning incentives to core financial outputs and operational safety . In 2024, his role priorities included standing up GE Aerospace’s legal and compliance function, tailoring governance, resolving significant disputes, settling legacy liabilities, and strengthening compliance programs amid geopolitical risks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Boeing | Vice President, Corporate Secretary & Assistant General Counsel | 2021–2022 | Corporate governance and securities/legal leadership at a major aerospace OEM |
| Boeing Defense, Space & Security | Vice President & Assistant General Counsel | 2016–2020 | Legal leadership supporting defense and space businesses |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Executive Office of the President / National Security Council | Deputy Counsel to the President and Legal Advisor to the NSC | 2022–2023 | Legal advisory on national security matters and executive branch counsel |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary | $800,000 | Senior Vice President |
| Target Bonus % | 100% of base | AEIP target set by role/peer practice |
| Target Bonus Amount | $800,000 | Computed from target % and base |
| Actual AEIP Bonus Paid | $1,400,000 | Based on financial metrics plus safety modifier |
| All Other Compensation (Total) | $69,604 | See breakdown below |
| • Company Contributions to Savings Plans | $24,150 | RSP contributions |
| • Company Credits to Restoration Plan | $40,354 | 7% credits on eligible earnings above IRS limit |
| • Life Insurance Premiums | $0 | Not applicable |
| • Other | $5,100 | Minor perquisites (e.g., car service, exams, etc.) |
Computed payout multiple vs AEIP target: 175% = $1,400,000 / $800,000 .
Performance Compensation
AEIP Structure and Outcomes
| Metric | Weighting | Target Disclosure | 2024 Performance Context | Safety Modifier |
|---|---|---|---|---|
| Revenue or Adjusted Revenue Growth | 20% | Not publicly disclosed | Committee applied negative discretion; total company financial result adjusted from 174% to 165% due to operational shortfalls (engine deliveries/services) | ±10 percentage points based on TRR, serious incidents, fatalities; 2024 metrics: TRR 0.50, serious incidents 0, fatalities 0 |
| Operating Profit | 40% | Not publicly disclosed | Near or exceeding maximum at total company; adjusted as above | See safety modifier |
| Free Cash Flow | 40% | Not publicly disclosed | Near or exceeding maximum at total company; adjusted as above | See safety modifier |
Notes:
- Executives with total company responsibilities (such as General Counsel) had AEIP based 100% on total company performance .
- GE Aerospace identifies free cash flow among the most important measures linking compensation actually paid to performance .
2024 Long-Term Incentive Grants (RSUs, PSUs, Options)
| Grant Type | Grant Date | Quantity | Exercise Price | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Stock Options | 12/1/2023 | 12,599 | $96.36 | $— (reported within 2023) | Two equal tranches at 2nd and 3rd anniversary of grant |
| RSUs | 12/1/2023 | 5,444 | — | $— (reported within 2023) | Two equal tranches at 2nd and 3rd anniversary |
| Stock Options | 5/1/2024 | 17,355 | $159.70 | $1,049,978 | Two equal tranches at 2nd and 3rd anniversary (vest dates: 5/1/2026, 5/1/2027) |
| RSUs | 5/1/2024 | 4,510 | — | $673,433 | Two equal tranches at 2nd and 3rd anniversary (vest dates: 5/1/2026, 5/1/2027) |
| PSUs (2024 award) | 5/1/2024 | 19,621 outstanding at YE | — | $1,749,969 (target) | Three-year performance; metrics: adjusted EPS & free cash flow with relative TSR modifier |
Option/RSU vesting policy: Annual 2024 stock options and RSUs vest in two equal installments on the 2nd and 3rd anniversary; PSUs are three-year performance awards with a relative TSR modifier; dividends/dividend equivalents accrue and pay only on shares actually earned/received .
2024 Exercises/Vests
| Category | Shares Acquired | Value Realized |
|---|---|---|
| Options Exercised | 0 | $0 |
| Stock Awards Vested (RSUs/PSUs) | 0 | $0 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (12/31/2024) | 0 shares; <1% of class |
| Shares Pledged as Collateral | None; pledging prohibited for executives |
| Hedging Policy | Derivatives/shorts in GE Aerospace stock prohibited for executives/directors |
| Stock Ownership Guidelines | 3x base salary for senior vice presidents; compliance required within 5 years |
| Compliance Status | All named executives in compliance (RSUs, 401(k) and deferred accounts count toward guidelines) |
| Outstanding Awards (YE 2024) | Options: 12,599 (@$96.36) and 17,355 (@$159.70), both 0 exercisable; RSUs: 5,444 and 4,510; PSUs: 19,621; market values: options $887,348 and $123,047; RSUs $908,005 and $752,223; PSUs $3,272,587 |
Employment Terms
| Term | Detail |
|---|---|
| Appointment | SVP, General Counsel & Secretary since October 2023 |
| Offer Letter (Aug 2023) | 12‑month non‑compete and non‑solicitation |
| Severance Plan Eligibility | U.S. Executive Severance Plan at 18‑month level (lump sum); Phillips amount $1,200,000 (as of hypothetical 12/31/2024 termination) |
| Change‑in‑Control Treatment | No single‑trigger vesting; upon CoC without comparable employment offer: vesting of sign‑on equity and annual equity awards granted in 2024 and 2025; severance plan cash; pro‑rata AEIP if termination after March 31 |
| Cause/Good Reason Definitions | As outlined (aligned to CFO offer letter definitions; applied to Phillips’ offer letter) |
| Clawback | Board may recoup incentive pay for fraudulent/illegal misconduct or material inaccuracies in financials/performance metrics; additional remedies available |
| Deferred Compensation/Pension | No pension benefits applicable for Phillips under listed plans; deferred comp rights per plan terms on termination |
| Equity Treatment on Termination (12/31/2024 hypotheticals) | Death/Disability: Options $1,010,395; RSUs/PSUs $4,231,546. Involuntary termination (without cause or good reason): Options $1,010,395; RSUs/PSUs $4,231,546. Retirement: N/A |
Investment Implications
- Pay-for-performance alignment: Phillips’ 2024 variable compensation (AEIP $1.4M, equity grants ~$3.47M accounting fair value) is tightly linked to FCF, operating profit, adjusted revenue growth, and multi-year adjusted EPS/FCF plus relative TSR, reinforcing cash/profit discipline and shareholder returns .
- Retention risk: Two- and three-year vesting schedules, plus no single-trigger CoC vesting, reduce flight risk; severance at 18 months of base and pro‑rata AEIP after March 31 provide structured separation economics without encouraging short-term exits .
- Insider selling pressure: No option exercises or stock vesting for Phillips in 2024, and upcoming option/RSU vest dates (12/1/2025, 12/1/2026; 5/1/2026, 5/1/2027) may create future liquidity windows but are subject to one-year holding requirements and ownership guidelines, moderating near-term selling .
- Skin-in-the-game: Beneficial ownership shows 0 direct shares at YE 2024, but compliance with 3x salary ownership guidelines (counting RSUs/deferred) and strict no-hedge/no-pledge policies support alignment with shareholders .
- Execution track record: 2024 highlights reflect tangible legal/compliance setup, governance refinement, dispute resolution, liability settlements, and strengthened regulatory programs—supportive of risk management quality in a complex aerospace context .