Stephen Angel
GENERAL ELECTRICAbout Stephen Angel
Stephen Angel (age 69) is an independent director of GE Aerospace and Chair of the Management Development & Compensation Committee. He joined the GE board in 2022 and currently serves as Chairman and former CEO of Linde; earlier, he led Praxair and held numerous leadership roles at GE. He holds a degree from North Carolina State University and an MBA from Loyola College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Linde | Chairman; Former CEO | Chairman since 2022; CEO 2018–2022 | Led global industrial gases leader; public company CEO experience |
| Praxair (subsequently Linde) | President & CEO | 2007–2018 | Executed operations and growth across regions |
| Praxair | President & COO | 2006–2007 | Operational leadership |
| Praxair | EVP, North America, Europe & Asia | 2001–2006 | Global expansion/operations |
| General Electric | Various roles | 1979–2001 | Early GE operating experience |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| GE Aerospace | Director | Current | Independent; Compensation Committee Chair |
| GE Vernova | Director | Current | Separate GE spin-off board |
| Linde plc | Chairman; Director | Chairman since 2022; Current | Industrial gases; prior CEO |
| Stoke Space Technologies | Director | Current | Aerospace start-up board |
| The Business Council | Member | Current | Senior business leaders’ forum |
| Past: PPG Industries; Praxair | Director | Past | Prior public company boards |
Board Governance
| Item | Detail |
|---|---|
| Independence | All nominees except the CEO are independent; all members of Audit, Compensation, Governance committees met independence standards |
| Committee Assignments | Management Development & Compensation Committee: Chair (Angel); 8 meetings in 2024 |
| Other Committees (board-wide) | Audit: 10 meetings; Governance & Public Affairs: 5 meetings in 2024 |
| Board Meetings | Full Board held 10 meetings in 2024; regular independent director executive sessions; strong lead director structure |
| Attendance | Each current director attended ≥75% of meetings; average attendance 98% (2024); 9 nominees attended 2024 Annual Meeting |
| Governance Practices | Clawback policy on all cash/equity incentives; prohibition on hedging & pledging; strong ownership guidelines; majority voting; shareholder-friendly rights |
| Overboarding Limits | Public company executives: 2 boards; other directors: 4 boards; Angel currently at 3 (GE Aerospace, GE Vernova, Linde) – within limits |
Fixed Compensation
| Component | 2024 Program Structure (All Independent Directors) | Stephen Angel – 2024 Actuals |
|---|---|---|
| Annual cash retainer | $140,000 | $0 cash fees (deferred) |
| Equity (RSUs) | $185,000 grant; vests on 1-year anniversary; dividend equivalents accrue as RSUs | Stock awards $414,727 total (includes RSUs/DSUs/Phantom) |
| Committee chair fee | Compensation Committee Chair: $25,000 | Eligible as chair; cash was deferred |
| Lead director fee | $50,000 (not applicable to Angel) | N/A |
| Deferrals (cash) | Optional deferral to interest account and/or Phantom Units; interest credits at 10–20Y Treasury average; Phantom Units accrue dividend equivalents | Cash deferred $212,101; DSUs accrued 6,619; Phantom Units 630; RSUs accrued (unvested) 1,169 |
| RSU settlement | Within 2 weeks of vest unless deferred (settled 1 year after director leaves) | Unvested RSUs 1,169 at FY2024 |
Performance Compensation
Independent directors do not receive any cash incentive compensation or stock options; director pay is retainer plus RSUs/DSUs/Phantom Units to align with shareholders .
Compensation Committee Program Oversight – Performance Metrics (executives)
| Program | Metric(s) | Weighting/Design | 2024 Committee Actions |
|---|---|---|---|
| AEIP (Annual Bonus) | Revenue/Adjusted Revenue Growth | 20% | Applied negative discretion due to missed customer expectations on deliveries/services |
| Operating Profit | 40% | Adjusted total company performance from 174% to 165%; CES from 160% to 143% | |
| Free Cash Flow | 40% | Safety modifier: ±10 percentage points based on safety metrics | |
| PSUs (2023–2024 design) | Adjusted EPS (50%), Free Cash Flow (50%); 3-year period; annual-year weighting | 2024 PSUs year weights: 2024 (50%), 2025 (30%), 2026 (20%); TSR modifier ±20% vs S&P 500 Industrials; threshold/target/max TSR 25th/50th/75th percentile | |
| PSUs (2025 design) | Cumulative 3-year Adjusted EPS (50%), Free Cash Flow (50%); TSR modifier ±20% | Fixed multi-year goals set at grant; focus on long-range performance |
Other Directorships & Interlocks
| Company | Relationship to GE Aerospace | Potential Interlock/Conflict |
|---|---|---|
| GE Vernova (Director) | Former GE business; separate public company post spin-off | No related-person transactions requiring disclosure; independence assessed annually |
| Linde (Chairman) | Industrial gases supplier broadly across industries | No GE Aerospace related-person transactions disclosed for Angel; Board independence confirmed |
- The Board reviewed related transactions and reported none requiring disclosure since Jan 1, 2024 (aside from Fidelity recordkeeping services); Angel is not named in the independence transactions table .
Expertise & Qualifications
- Public company CEO experience, operations, finance/accounting, investor/capital allocation, global experience (Board matrix) .
- Education: North Carolina State University; MBA Loyola College .
- Aerospace/industrial pedigree via GE/Praxair/Linde; engagement in shareholder dialogue as Compensation Chair (Q&A) .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (common shares) | 11,061 (includes 5,923 shares with shared voting/investment power) |
| Percent of class | <1% |
| RSUs accrued (unvested) at FY2024 | 1,169 |
| DSUs accrued (company stock) at FY2024 | 6,619 (fully vested upon grant; cash-settled after board service) |
| Phantom Units accrued at FY2024 | 630 (fully vested upon grant; cash-settled after board service) |
| Pledged shares | None; hedging/pledging prohibited by policy |
| Director ownership guideline | 5x cash retainer ($700,000) while serving; all directors in compliance |
Insider Trades & Section 16 Compliance
| Name | Section 16(a) Filing Status (2024) | Notes |
|---|---|---|
| Stephen Angel | Timely filings; no delinquent reports noted | Company disclosed two late Form 4s for other individuals, not Angel |
Governance Assessment
- Strengths: Independent Compensation Chair; applied negative discretion to annual bonuses to align with customer outcomes despite strong financials; enhanced PSUs to cumulative three-year design for long-term alignment; robust shareholder engagement; say-on-pay support of 94% in 2024 .
- Alignment: Director pay is simple and equity-heavy; Angel deferred cash fees into DSUs/Phantom Units; strong ownership guidelines; clawback policy and hedging/pledging prohibitions .
- Independence/Attendance: Committees meet independence standards; board average attendance 98%; regular executive sessions .
- Interlocks/Conflicts: Multiple board roles (GE Vernova, Linde) but within overboarding limits; no related-person transactions requiring disclosure for Angel .
- RED FLAGS: None disclosed specific to Angel in 2024; monitor potential cross-company interactions with Linde/GE Vernova, but Board’s independence process and absence of related-party disclosures mitigate risk .