Thomas Horton
GENERAL ELECTRICAbout Thomas Horton
Thomas Horton (age 63) has served on GE’s board since 2018 and is the company’s Lead Director. He is an independent director, Partner at Global Infrastructure Partners (since 2019), and a member of GE Aerospace’s Governance & Public Affairs Committee. He holds a BBA from Baylor University and an MBA from Southern Methodist University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Airlines Group/AMR | Chairman (2013–2014); Chairman & CEO (2011–2014); Chairman & CEO, AMR (2010–2013); EVP & CFO, AMR (2006–2010); SVP & CFO, AMR (2000–2002); joined AMR in 1985 | 1985–2014 | Senior leadership in airline operations and finance |
| AT&T | Vice Chairman & CFO | 2002–2006 | Enterprise finance leadership |
| Warburg Pincus | Senior Advisor | 2015–2019 | Private equity advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Global Infrastructure Partners (now part of BlackRock as of Oct 1, 2024) | Partner | 2019–present | Independence review included GIP/BlackRock relationships; see conflicts section |
| Walmart | Director; Lead Independent Director | Current | Board considered Horton’s Walmart lead director role in selecting him as GE’s Lead Director |
| EnLink Midstream | Director (past) | — | Former public company board service |
| Qualcomm | Director (past) | — | Former public company board service |
Board Governance
- Roles and independence: Lead Director; independent; member of Governance & Public Affairs Committee; all non-management directors are independent; all committee members met enhanced independence standards .
- Lead Director selection and responsibilities: First elected Lead Director in September 2018; responsibilities include agenda approval, leading executive sessions of independent directors, shareholder communications, guiding governance processes, and advising on committee chair selection .
- Committee assignments (2024): Governance & Public Affairs (5 meetings in 2024; Chair: Catherine Lesjak) .
- Board activity and attendance: Full Board held 10 meetings in 2024; each current director attended at least 75% of applicable meetings; average attendance was 98% .
- Overboarding/time commitment: Policy states Lead Director typically should not serve as lead director/chair/CEO at another public company; Board approved Horton’s exception given Walmart’s separate CEO/chair/lead director roles and time commitment assessment .
- Governance features: Prohibition on hedging & pledging; strong stock ownership guidelines; robust shareholder engagement; clawback policy; majority voting; proxy access .
- Say-on-pay context (program signal): 2024 say‑on‑pay support was 94% .
Fixed Compensation
| Component | Amount/Design | Notes |
|---|---|---|
| Annual cash retainer | $140,000 | Quarterly installments; optional deferral |
| Equity (RSUs) | $185,000 annual grant | RSUs vest on 1‑year anniversary; dividend equivalents accrue in RSUs; settlement within two weeks of vesting (or deferred) |
| Lead Director fee | $50,000 | Additional cash retainer for Lead Director |
| Committee chair fees (reference) | Audit Chair $30,000; Compensation Chair $25,000; Governance Chair $20,000 | Horton is not a chair |
| Other | Matching Gifts up to $5,000 | Available via GE Aerospace Foundation |
2024 Director compensation earned by Thomas Horton:
| Year | Cash Fees | Stock Awards (grant-date fair value) | All Other Comp | Total |
|---|---|---|---|---|
| 2024 | $170,462 | $269,861 | $5,000 | $445,323 |
Performance Compensation
- Non-employee directors receive no annual bonus or performance-based cash; options ceased in 2002; director equity is time-based RSUs (no performance metrics); no pension benefits .
Other Directorships & Interlocks
| Company | Role | Committee/Interlock Notes |
|---|---|---|
| Walmart | Director; Lead Independent Director | Board considered dual lead director roles; approved based on Walmart’s separate leadership structure and Horton’s capacity |
| GE Aerospace | Lead Director; Governance Committee member | Independent |
| EnLink Midstream (past) | Director | Former directorship |
| Qualcomm (past) | Director | Former directorship |
Expertise & Qualifications
- Aerospace & defense industry, operations, public company CEO experience, finance & accounting, investor/capital allocation, and global expertise; Governance Committee member .
- Education: Baylor University; MBA, Southern Methodist University .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 6,906 | Shares over which Horton has shared voting and investment power; under 1% of class; none pledged . |
| DSUs accrued (GE Aerospace) | 15,574 | As of 2024 fiscal year-end; continues to accumulate dividend equivalents . |
| Phantom Units | 0 | As of 2024 fiscal year-end . |
| Unvested RSUs (annual director grant) | 1,169 | As of 2024 fiscal year-end; vests 1 year after grant . |
| Ownership guideline | 5x cash retainer ($700,000) | All directors are in compliance . |
| Hedging/pledging | Prohibited | Company-wide policy . |
Potential Conflicts & Related-Party Exposure
- Global Infrastructure Partners/BlackRock: Horton is a Partner at GIP; BlackRock acquired GIP on Oct 1, 2024. In independence review, the Board considered transactions with GIP/BlackRock; any sales/purchases/indebtedness were each below 1% materiality thresholds, and the Board determined Horton remains independent .
- Related-person transactions: Company disclosed none requiring proxy disclosure since Jan 1, 2024 (other than Fidelity plan services at ~$2.6M) .
- Service load: Exception to Lead Director overboarding guideline explicitly evaluated and approved; Board concluded capacity adequate given Walmart’s structure .
Director Compensation Structure Analysis (Signals)
- Mix and design: Simple structure with balanced cash ($140k) and time-based RSUs ($185k), plus $50k Lead Director fee; no variable performance pay—aligns director incentives with long-term equity via RSUs without short-term bias .
- Deferrals: Ability to defer cash retainers into interest accounts or Phantom Units; in 2024 Horton deferred $70,129 into DSUs/Phantom Units (DSUs accrued 15,574; Phantom Units 0) supporting alignment and tax-efficient holding .
- No options or pensions: Reduces risk of pay complexity and gaming; options ceased in 2002; no director pensions .
Board Effectiveness & Engagement
- Lead Director role: Horton leads independent director sessions, sets/approves agendas with the Chair/CEO, liaises with shareholders, and leads the annual Board/committee evaluation process (conducted by Horton in 2024) .
- Meetings & focus areas: 10 Board meetings in 2024; areas included strategy, spin-off execution, product safety/quality, supply chain, and succession planning. Governance Committee met 5 times; Audit 10; Compensation 8 .
- Attendance and AGM presence: Each director attended ≥75% of meetings; average attendance 98%; 9 nominees attended 2024 Annual Meeting .
Governance Assessment
- Positives:
- Strong independent leadership as Lead Director; clear responsibilities and active shareholder engagement .
- Clean independence record despite external affiliations; related transactions under 1% thresholds; no disclosable related-party transactions involving Horton .
- Robust ownership alignment (RSUs/DSUs; 5x retainer guideline; hedging/pledging prohibited); all directors in compliance .
- High board/committee activity and strong attendance culture .
- Watch items/Red Flags:
- Dual Lead Director roles (GE and Walmart) could raise time-commitment concerns; Board assessed and permitted exception given Walmart’s structure and Horton’s capacity—monitor ongoing workload/engagement depth .
- GIP/BlackRock interlock requires ongoing monitoring as BlackRock is a significant shareholder and counterpart; independence assessed with <1% thresholds; continue to review annually .
Bottom line: Horton’s profile—former airline CEO/CFO with deep finance and operational expertise, proven board leadership, and substantial alignment via equity—supports board effectiveness. The Board has explicitly reviewed potential conflicts (GIP/BlackRock) and overboarding risks (dual lead directorship) and determined mitigations are sufficient as of 2024; investors should continue to monitor these areas.