Rahul Ghai
GENERAL ELECTRICAbout Rahul Ghai
Rahul Ghai, age 53, is GE Aerospace’s Senior Vice President and Chief Financial Officer (CFO) since August 2022. He holds a degree from Delhi University and an MBA from Purdue University and has ~3 years of tenure in the current role . In 2024, GE Aerospace delivered strong results under his finance leadership: adjusted revenue +10%, operating profit +30%, adjusted EPS +56%, and free cash flow +28% year over year; he also established a capital allocation framework targeting ~$25B of deployable cash in 2024–2026 and returned >$6B to shareholders (including $5B of buybacks and a dividend equal to ~30% of net income) . The compensation program emphasizes free cash flow, adjusted revenue growth, operating profit, and adjusted EPS, with AEIP and PSUs linked to these metrics and a relative TSR modifier, reinforcing pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GE Aerospace | SVP, Chief Financial Officer | Since Aug 2022 | Leads global finance; delivered 2024 outperformance vs guidance; instituted $25B capital framework; >$6B capital returned |
| Otis Elevators | Chief Financial Officer | 2019–2021 | CFO of a global OEM/services business; pre-GE aerospace tenure |
| Harris Corporation | Chief Financial Officer | 2015–2019 | CFO of a major communications/defense contractor; pre-GE aerospace tenure |
External Roles
No external directorships or committee roles for Mr. Ghai are disclosed in the 2025 Proxy Statement biography .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 900,000 | 916,042 |
| AEIP Target ($) | — | 1,078,158 (2024 AEIP target) |
| AEIP Maximum ($) | — | 2,264,133 (2024 AEIP max) |
| AEIP Actual Bonus Paid ($) | 1,374,332 | 1,887,000 |
| Annual Program Equity – Stock Awards ($) | — | 3,295,993 (2024 annual RSUs/PSUs grant-date FV) |
| Annual Program Equity – Stock Options ($) | — | 1,427,982 (2024 annual options grant-date FV) |
| Total Annual Program Compensation ($) | — | 7,527,017 |
| Compensation Actions (effective 9/16/2024) | — | Base salary set to $955,000; bonus target to 120%; annual equity grant $6.0M |
Performance Compensation
Annual Executive Incentive Plan (AEIP) – 2024 Design and Outcomes
| Item | Details |
|---|---|
| Performance Metrics & Weights | Adjusted revenue growth (20%), Operating profit (40%), Free cash flow (40%); safety modifier +/-10 percentage points |
| Scope | For total company executives like CFO, AEIP is 100% based on total company performance |
| Payout Range | 0–200% of target, subject to +/-10% safety modifier |
| Committee Discretion | Total company financial performance adjusted from 174% to 165% due to operational delivery shortfalls; safety performance assessed vs injury/illness TRR, serious incidents, fatalities |
| 2024 AEIP Actual for Ghai | $1,887,000 paid |
Long-Term Incentive – PSUs (Performance Stock Units)
| PSU Grant | Metric | Weight | Target Structure | TSR Modifier | Performance Period | Payout Range | Vesting Treatment |
|---|---|---|---|---|---|---|---|
| 2023 PSUs (2024 portion “deemed” granted 6/17/2024) | Adjusted EPS; Free Cash Flow | 50% / 50% | Annual targets set early each year; each year equally weighted | +/-20% vs S&P 500 Industrials (Threshold 35th; Target 55th; Max 80th percentile) | 2023–2025 (each year assessed separately) | 0–175% | Subject to service and performance; no single-trigger CIC vesting |
| 2024 PSUs (granted 5/1/2024) | Adjusted EPS; Free Cash Flow | 50% / 50% | Year weights: 2024 (50%), 2025 (30%), 2026 (20%); targets fixed at grant | +/-20% vs S&P 500 Industrials (Threshold 25th; Target 50th; Max 75th percentile) | 2024–2026 | 0–175% | Subject to service and performance; no single-trigger CIC vesting |
| 2025 PSU Design (context) | Adjusted EPS; Free Cash Flow | 50% / 50% | Cumulative three-year targets fixed at grant | +/-20% vs S&P 500 Industrials | 2025–2027 | 0–175% | Standard PSU terms |
Option and RSU Vesting
- Annual 2024 stock options and RSUs vest in two equal installments on the second and third anniversary of the grant date (service-contingent) .
Equity Ownership & Alignment
Beneficial Ownership and Near-Term Vesting
| Item | Amount |
|---|---|
| Shares Beneficially Owned | 58,360; less than 1% of class; includes 5 shares with shared voting power |
| RSUs vesting within 60 days (as of 12/31/2024) | 14,385 |
| Options Exercisable (as of 12/31/2024) | 0; 2024 options are not exercisable yet |
| 2024 Annual Options Details | 23,603 options at $159.70 strike; expiration 5/1/2034 |
| Outstanding PSUs/RSUs (selected) | 2024 PSUs: 26,686; 2024 portion of 2023 PSUs: 15,085; 2024 RSUs: 6,134 |
| Pledging/Hedging | Prohibited for executive officers and directors; none pledged |
| Stock Ownership Guidelines | 3x base salary for SVPs; must hold net shares until guidelines met; all named executives are in compliance |
Intrinsic Value of Equity Under Termination Scenarios (as of 12/31/2024)
| Scenario | Stock Options ($) | RSUs/PSUs ($) |
|---|---|---|
| Death | 167,345 | 24,543,211 |
| Disability | 167,345 | 24,543,211 |
| Retirement | N/A | N/A |
| Involuntary Termination (without cause/good reason)* | 0 | 20,022,973 |
*As defined under applicable arrangements; equity benefits reflect sign-on and awards held ≥1 year per offer letter terms .
Employment Terms
- Offer Letter and Role: Offer letter executed in connection with promotion to SVP & CFO, effective September 2023; CFO since August 2022 .
- Non-compete/Non-solicit: 12-month non-compete and non-solicitation covenant .
- Severance Plan: Eligible under GE Aerospace U.S. Executive Severance Plan at the 18-month level; amount $1,432,500 for termination dated 12/31/2024 (lump sum base salary) .
- Equity Vesting on Termination: If terminated other than for cause, for good reason, due to death/disability, or in CIC without a comparable offer, eligibility includes (i) vesting of 2022 sign-on equity, (ii) vesting of other equity awards held ≥1 year if termination occurs on or before 12/31/2026, (iii) severance plan lump sum, and (iv) pro-rata AEIP for year of termination if after March 31 .
- Change in Control: No single-trigger vesting; awards require conditions such as termination without cause or good reason (double-trigger) for vesting benefits .
- Clawback Policy: Compliant with NYSE 303A.14 implementing Exchange Act Rule 10D-1; recovery of excess incentive-based compensation following required restatements; Board may also seek reimbursement for misconduct causing material inaccuracies .
- Trading/Grant Practices: No hedging or pledging; no option backdating/spring-loading; no option repricing; annual equity grants typically in March; 2024 annual grants were on May 1 due to the Vernova spin-off timing .
- Pension/Deferred Comp: No pension benefits applicable to Ghai in the disclosed table; deferred compensation payable as vested balances under plan terms .
Detailed Equity Grants and Valuation (2024)
| Grant Date | Award Type | Units | Grant-Date Fair Value ($) | Exercise Price | Expiration | Notes |
|---|---|---|---|---|---|---|
| 5/1/2024 | Options | 23,603 | 1,427,982 | 159.70 | 5/1/2034 | Annual equity; vests 2nd/3rd anniversaries |
| 5/1/2024 | RSUs | 6,134 | 915,929 | — | — | Annual equity; vests 2nd/3rd anniversaries |
| 5/1/2024 | PSUs (2024 PSUs) | 26,686 (target) | 2,380,064 | — | — | Adjusted EPS 50% / FCF 50%; TSR +/-20% |
| 6/17/2024 | PSUs (2024 portion of 2023 PSUs) | 15,085 (target) | 1,683,917 | — | — | 2023 PSU program design |
| 4/2/2024 | Spin-off equitable adjustments | — | 285,291 | — | — | Vernova spin-off impacts |
Multi-Year Compensation Summary (SEC Table)
| Year | Salary ($) | Stock Awards ($) | Stock Options ($) | Non-Equity Incentive ($) | Change in Pension Value & Deferred Comp ($) | All Other Comp ($) | SEC Total ($) |
|---|---|---|---|---|---|---|---|
| 2023 | 900,000 | 2,529,166 | 0 | 1,374,332 | 0 | 102,994 | 4,906,492 |
| 2024 | 916,042 | 5,265,201 | 1,427,982 | 1,887,000 | 0 | 111,934 | 9,608,159 |
Equity Ownership & Beneficial Interest Table (as of 12/31/2024)
| Item | Count/Amount |
|---|---|
| Beneficially owned shares | 58,360 |
| Ownership % of class | Less than 1% |
| RSUs vesting within 60 days | 14,385 |
| Shares with shared voting/investment power | 5 |
| Shares pledged as collateral | None (pledging prohibited) |
| Compliance with stock ownership guidelines | In compliance (SVP guideline 3x salary) |
Additional Program Mechanics and Governance
- Most important financial performance measures used in compensation: free cash flow, adjusted revenue growth, operating profit, adjusted EPS (non-GAAP) .
- Grant valuation: RSUs valued at closing price; PSUs valued including TSR Monte Carlo; 2024 RSU per-unit $149.32; 2024 PSUs per-unit $156.08; 2024 portion of 2023 PSUs for Ghai per-unit $195.35; 2024 options per-unit value $60.50 (Black-Scholes) .
- Compensation consultants: Semler Brossy engaged; independence maintained; no conflicts .
- Severance eligibility level for CFO under U.S. Plan: 18 months; amount $1,432,500 if terminated 12/31/2024 .
Investment Implications
- Alignment and retention: Substantial unvested equity and equity benefits on involuntary termination ($20.0M for RSUs/PSUs intrinsic value at 12/31/2024) plus severance ($1.43M) support retention and align incentives with multi-year performance in FCF/EPS and TSR .
- Pay-for-performance: CFO’s variable pay levers are tightly linked to FCF, adjusted EPS, operating profit, and revenue growth, with AEIP outcomes subject to safety and committee discretion—evidenced by 2024 downward adjustment of total company performance (174% to 165%) when operational delivery lagged, signaling disciplined governance .
- Selling pressure signals: Near-term RSU vesting (14,385 within 60 days as of year-end 2024) can create periodic supply, but options are non-exercisable until the 2nd/3rd anniversaries; hedging/pledging prohibitions reduce misalignment risk .
- Contract protections and clawbacks: Double-trigger CIC treatment, robust clawback policy, and non-compete/non-solicit enhance shareholder protections and mitigate misconduct and turnover risks in critical finance leadership .