Wes Bush
GENERAL ELECTRICAbout Wes Bush
Wesley G. Bush (age 64) was elected to the GE Aerospace (General Electric Company) Board on September 29, 2025, effective December 1, 2025; the Board determined he is an independent director and appointed him to the Audit Committee . Bush is the former Chairman and CEO of Northrop Grumman, with prior senior roles including COO, CFO, and President of the Space Technology business; prior to Northrop’s acquisition of TRW, he served as President and CEO for Aeronautical Systems, bringing nearly 40 years of aerospace industry experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northrop Grumman | Chairman & CEO | Not disclosed | Led transformation and operations of a major defense prime; deep aerospace governance experience |
| Northrop Grumman | COO; CFO; President, Space Technology | Not disclosed | Financial and operational expertise relevant to audit oversight; technology and program management |
| TRW (pre-acquisition) | President & CEO, Aeronautical Systems | Not disclosed | Leadership in aeronautical systems; strategic integration experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| General Motors | Director | Current | Large-cap industrial/auto OEM board exposure |
| Dow Inc. | Director | Current | Chemicals/materials sector board exposure |
| Cisco Systems | Director | Current | Technology/networking sector board exposure |
Board Governance
- Committee assignments: Appointed to GE Aerospace’s Audit Committee, effective December 1, 2025 .
- Independence: Board determined Bush meets NYSE and GE independence guidelines; Audit Committee members must meet heightened independence standards (no consulting/advisory fees from GE) .
- Meeting cadence and engagement: In 2024, Audit Committee held 10 meetings; Governance held 5; Compensation held 8, with formal meetings supplemented by additional calls/sessions—indicating a high engagement load for committee members .
- Attendance expectations: Directors are expected to attend all Board/committee meetings; in 2024, average director attendance was 98%, and each director attended at least 75% of applicable meetings .
- Lead director structure and independent oversight: GE employs a combined Chairman/CEO model with a strong lead director and independent committee chairs; lead director responsibilities include executive sessions, governance processes, agenda approval, and shareholder communications .
Fixed Compensation
GE Aerospace’s independent director program (effective May 7, 2024) applies to Bush upon joining:
- Annual cash retainer: $140,000
- Annual RSUs: $185,000 (vest fully after one year; number determined by 30-day average closing price; dividend equivalents accrue as additional RSUs; settlement within two weeks of vesting unless deferred)
- Chair fees (if applicable): Audit Chair $30,000; Compensation Chair $25,000; Governance Chair $20,000; Lead Director $50,000; no member-level committee fees under the Aerospace program .
- Deferral options: Cash retainer can be deferred into interest accounts (monthly crediting based on 10–20Y U.S. Treasury average yields) and/or Phantom Units (value equals a share; dividend equivalents accrue; paid in cash one year after leaving the Board; lump sum or up to 10-year installments) .
- Annual cap: $1,000,000 total director compensation (cash + equity), irrespective of deferrals .
| Component | Amount/Terms |
|---|---|
| Cash Retainer | $140,000 |
| RSUs | $185,000 grant value; 1-year vest; dividend equivalents; 30-day average price used to compute units |
| Lead Director Fee | $50,000 (if applicable) |
| Audit Chair Fee | $30,000 (Chair only) |
| Compensation Chair Fee | $25,000 (Chair only) |
| Governance Chair Fee | $20,000 (Chair only) |
| Annual Compensation Cap | $1,000,000 |
| Cash Deferral to Interest Account | Monthly interest based on average 10–20Y U.S. Treasury yields |
| Cash Deferral to Phantom Units | Units equal to share value; dividend equivalents; paid one year after leaving Board |
Performance Compensation
- Non-employee directors do not receive cash incentive compensation or pensions; GE ceased granting stock options to directors in 2002; no options outstanding for independent directors as of the most recent fiscal year-end .
- RSUs for directors are time-based and do not use performance metrics; therefore, no AEIP/PSU performance metrics apply to Bush’s director compensation .
| Element | Applicable to Director Compensation | Notes |
|---|---|---|
| Annual Bonus (AEIP) | No | AEIP applies to executives, not directors |
| PSUs | No | Director equity is RSUs (time-based) |
| Stock Options | No | Ceased for directors in 2002 |
| Pension/SERP | No | Not provided to independent directors |
Other Directorships & Interlocks
- Current public company boards: General Motors, Dow Inc., and Cisco Systems; Bush also serves on GE Aerospace’s Audit Committee .
- Overboarding policy: GE limits “other directors” to 4 public company boards including GE; Audit Committee service limited to 3 audit committees (or 4 for retired CPAs/CFOs upon Board determination) . Bush’s disclosed boards (GM, Dow, Cisco) plus GE equals 4—at GE’s policy limit but compliant .
- Related-party transactions/conflicts: Governance Committee reviews and must approve related person transactions; none required disclosure since January 1, 2024 (pre-dates Bush’s appointment). All directors must recuse themselves from matters affecting their personal/business interests .
Expertise & Qualifications
- Aerospace & defense leadership: Former Chairman & CEO of Northrop Grumman; prior operational and financial leadership roles (COO, CFO) and Space Technology oversight; TRW Aeronautical Systems CEO—strong alignment with GE Aerospace’s defense and propulsion oversight needs .
- Audit-relevant experience: Prior CFO and COO roles at a Fortune 100 defense prime enhance financial literacy and internal control/policy oversight capabilities for Audit Committee service .
- Strategic and operational acumen: Nearly four decades of aerospace program and portfolio leadership; experience navigating complex regulatory and government customer environments .
Equity Ownership
- Stock ownership requirement: Independent directors must hold at least 5x the annual cash retainer ($700,000) in GE Aerospace stock, DSUs, RSUs and/or Phantom Units, with five years to comply; hedging and pledging are prohibited .
- Settlement mechanics: RSUs settle within two weeks of vest unless deferred; Phantom Units pay out in cash starting one year after leaving the Board .
- Beneficial ownership: As of December 31, 2024, director beneficial ownership tables did not include Bush (pre-appointment); directors’ holdings exclude unvested RSUs/Phantom Units; none of the reported director shares were pledged .
Governance Assessment
- Positives for investor confidence:
- Immediate Audit Committee placement for a former Northrop Grumman CEO/CFO/COO adds deep aerospace and financial oversight capability to GE’s boardroom .
- Explicit independence determination and adherence to heightened audit independence standards .
- Strong director ownership alignment requirements (5x retainer) and prohibitions on hedging/pledging .
- Robust committee activity and risk oversight cadence (Audit: cybersecurity, enterprise risk; Governance: sustainability, conflicts; Compensation: pay design) .
- Watch items / RED FLAGS:
- Overboarding risk: Bush sits at GE’s maximum permitted number of boards (GE + GM + Dow + Cisco = 4). While compliant, time commitment warrants monitoring—especially with Audit Committee duties at GE .
- Interlocks/transactions: No related-person transactions disclosed for 2024; however, given Bush’s roles at large corporates, the Governance Committee’s ongoing conflict review remains important; directors must recuse from conflicted matters .
Net assessment: Bush’s appointment signals a continued deepening of aerospace/defense domain expertise and audit oversight strength at GE Aerospace. Independence and ownership alignment frameworks mitigate governance risk, while overboarding at the policy limit should be monitored for sustained engagement quality .