Anne T. Madden
Director at GEHC
Board
About Anne T. Madden
Anne T. Madden, age 60, is Senior Vice President and General Counsel at Honeywell International Inc. and has served as an independent director of GE HealthCare since the Spin-Off, with committee designations as an Audit Committee financial expert and a member of the Nominating & Governance Committee . Her background includes 16 years leading Honeywell’s corporate development and global M&A, prior legal leadership at AlliedSignal, and earlier roles at Shearman & Sterling and KPMG, providing deep legal, risk, finance, and transaction expertise aligned to GE HealthCare’s governance needs .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Honeywell International Inc. | Senior Vice President & General Counsel | Since Oct 2017 | Enterprise legal oversight; risk management |
| Honeywell International Inc. | Corporate Secretary | Jan 2018–Sep 2019 | Board process and governance administration |
| Honeywell International Inc. | Vice President, Corporate Development & Global Head of M&A | 16 years (dates not itemized) | 100 acquisitions ($15B revenues) and 70 divestitures ($9B non-core revenues) executed |
| AlliedSignal (Honeywell predecessor) | General Counsel, Fluorine Products; later VP & GC, Specialty Chemicals; then VP & Deputy GC, Performance Materials & Technologies | Joined 1996 (progressive legal leadership from 1996 onward) | Segment legal leadership and enterprise risk/legal support |
| Shearman & Sterling; KPMG | Associate; Professional staff (respectively) | Early career (dates not disclosed) | Foundational legal/accounting skills |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Quantinuum (Honeywell subsidiary) | Director | Not disclosed | Quantum-focused subsidiary directorship; enhances technology oversight perspective |
Board Governance
| Attribute | Details | Evidence |
|---|---|---|
| Committees | Audit Committee (member; financial expert); Nominating & Governance Committee (member) | |
| Financial Expert Status | Board determined Madden is an “audit committee financial expert” per SEC rules | |
| Independence | Board determined Madden is independent; her employer has done ordinary‑course business with GE HealthCare within <1% revenue materiality thresholds | |
| Attendance | In 2024, each director participated in at least 75% of aggregate Board and applicable committee meetings; Board held 7 meetings; committees collectively held 19 | |
| Committee activity levels | Audit Committee: 10 meetings (2024); Governance Committee: 4 meetings (2024) | |
| Executive sessions | Independent directors meet regularly, at least twice a year; Lead Director chairs | |
| Overboarding policy compliance | All nominees comply with GEHC limits on outside public boards |
Fixed Compensation
| Component | GEHC Director Program Terms | Effective Date | Evidence |
|---|---|---|---|
| Annual cash retainer (Director) | $125,000 | 2024 | |
| Board leadership retainers | Lead Independent Director $40,000; Non‑executive Chair $130,000 | 2024 | |
| Committee chair retainers | Audit $25,000; Compensation $20,000; Governance $15,000 | 2024 | |
| Annual equity retainer (RSUs) | $200,000 (vest at next AGM or one year; dividend equivalents accrue) | 2024 | |
| Program change (equity) | Equity retainer increased to $220,000 to maintain competitiveness | Effective Jan 1, 2025 | |
| Meeting fees | None (attendance expected; expenses reimbursed) | Ongoing |
Director-specific 2024 compensation:
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| Anne T. Madden | 124,959 | 199,934 | 324,892 | Received 1,525 DSUs in lieu of cash retainer on May 21, 2024 |
Performance Compensation
- GE HealthCare does not use performance-based equity for non-employee directors; annual director RSUs are time-based, vest on the next AGM/one year, with dividend equivalents accruing and no meeting fees paid .
- Clawback policy applies to “all cash and equity incentive awards,” reinforcing recoupment in case of restatement or misconduct, though this primarily governs executive incentives; policy reinforces compensation integrity across awards .
Other Directorships & Interlocks
| Entity | Type | Relationship to GEHC | Potential Interlock/Conflict View |
|---|---|---|---|
| Honeywell International Inc. | Employer (public company) | Ordinary-course business with GEHC occurred within <1% of consolidated gross revenues thresholds | Board deemed Madden independent; transactions below materiality thresholds |
| Quantinuum (Honeywell subsidiary) | Private subsidiary | No GEHC related-party disclosure tied to Quantinuum | Role disclosed; no specific GEHC transactions disclosed |
Expertise & Qualifications
- Finance & Accounting; Science & Technology; Risk Management; Government & Legal; Global experience—skills matrix recognizes Madden across all five areas .
- Audit committee financial expert designation supports strong financial oversight .
- Extensive M&A background and legal leadership underpin enterprise risk governance and transaction scrutiny .
Equity Ownership
| Holder | Outstanding Common Stock Beneficially Owned (#) | RSUs/DSUs/Options Converting ≤60 days (#) | Total Beneficial Ownership (#) | % of Class | Notes |
|---|---|---|---|---|---|
| Anne T. Madden | 0 | 8,763 | 8,763 | <1% | No shares pledged; DSUs and RSUs count in non‑voting interests |
Stock ownership alignment and restrictions:
- Directors must hold Company stock/RSUs/DSUs equal to 5x the cash portion of the annual retainer, with five years to attain; hedging and pledging are prohibited for directors and employees .
Governance Assessment
- Strengths: Independent director; Audit financial expert; dual committee membership (Audit; Governance); robust skills in finance, legal, risk, and technology; adherence to overboarding limits; strong attendance standard met; and alignment via equity retainer and DSU election in 2024, indicating long-term orientation .
- Incentive integrity: No performance-linked director equity; time-based RSUs minimize pay-for-performance risk for directors while clawback and anti‑hedging add discipline .
- Conflicts: Honeywell relationship disclosed in independence assessment; Board concluded independence with ordinary-course transactions below 1% revenue materiality thresholds—mitigating conflict risk signals .
- Engagement: Board and committees maintained active cadence (7 Board; 19 committee meetings; Audit 10; Governance 4), executive sessions held at least twice yearly—supports independent oversight .
- Red flags: None material disclosed; no pledging; no related‑person transactions involving Madden; policy limits on outside commitments in compliance; continued monitoring warranted given Honeywell ties but currently below material thresholds .
Implications: Madden’s legal/M&A rigor and audit financial expertise bolster GE HealthCare’s control environment and transaction oversight. Independence determinations and ordinary‑course thresholds reduce perceived conflicts from Honeywell ties; DSU election and equity retainer reinforce alignment. Overall, board effectiveness and investor confidence signals are positive, with low governance risk presently indicated by disclosed policies and participation metrics .