Catherine Lesjak
About Catherine Lesjak
Independent director of GE HealthCare Technologies Inc. since December 2022; age 66; born in Canada. Former Executive Vice President and CFO of HP/Hewlett‑Packard, interim CEO (2010), and interim COO (2018–2019); designated Audit Committee Financial Expert and currently chairs GE HealthCare’s Audit Committee. She is independent under Nasdaq rules; the Board reaffirmed independence for all members of the Audit, Compensation, and Governance Committees.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HP Inc. (formerly Hewlett‑Packard Company) | Interim Chief Operating Officer | Jul 2018 – Mar 2019 | Oversight of company operations during transition; deep risk management experience |
| HP | Executive Vice President & Chief Financial Officer | Jan 2007 – Nov 2015 | Led finance through major restructuring; returned as CFO Nov 2015 – Jul 2018 |
| HP | Interim Chief Executive Officer | Aug 2010 – Nov 2010 | Navigated CEO transition; credibility with investors and auditors |
| HP | Senior Vice President & Treasurer | Prior to 2007 | Corporate finance and capital markets leadership |
| HP | Earlier finance leadership roles | Various | Managed Enterprise Marketing & Solutions and Software Global Business Unit finance operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GE Aerospace | Director | Current | Other current public company board; interlock with GE ecosystem |
| PROS Holdings | Director | Current | Technology sector exposure |
| SunPower | Director | Prior | Prior public company board service |
| UC Berkeley Haas School of Business | Advisory Board Member | Current | Academic governance and talent pipeline |
Board Governance
- Committee assignments: Audit Committee Chair; Audit Committee Financial Expert; member composition includes Lloyd W. Howell Jr., Anne T. Madden, William J. Stromberg, and Phoebe L. Yang; Audit met 10 times in 2024. Scope includes financial reporting integrity, auditor oversight, internal controls, internal audit leadership, and cybersecurity risk oversight.
- Independence: Board determined Lesjak and all Audit, Compensation, and Governance Committee members are independent; heightened standards apply, including prohibitions on consulting/advisory fees and affiliate relationships that could impair judgment.
- Attendance and engagement: In 2024 the Board held 7 meetings and committees held 19; all directors attended the 2024 Annual Meeting; each director participated in at least 75% of aggregate Board and committee meetings (director‑level attendance detail not disclosed). Independent directors hold regular executive sessions (at least twice per year).
- Lead director structure: Independent Lead Director oversees agenda setting, executive sessions, and governance processes; independent directors chair all Board committees.
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $125,000 | Standard non‑employee director retainer |
| Audit Committee Chair retainer | $25,000 | Chair premium for Audit |
| Total fees earned (cash) | $150,000 | As reported for Lesjak in 2024 Director Compensation Table |
- Program terms: No per‑meeting fees; out‑of‑pocket expenses reimbursed; biennial benchmarking by Semler Brossy; aggregate annual director pay cap $750,000.
- 2025 update: Annual equity grant increased by $20,000 to $220,000 effective Jan 1, 2025.
Performance Compensation
| Equity | Grant Value (2024) | Units | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (annual director grant) | $199,934 | 2,440 | Vest on earliest of next Annual Meeting, 1‑year anniversary, change‑in‑control, or death/disability; dividend equivalents accrue and reinvest during vesting | None (time‑based only; directors do not have performance‑conditioned equity) |
- DSU election: Directors may elect to receive up to 100% of cash fees in DSUs; DSUs are immediately vested but share delivery deferred; no voting rights; dividend equivalents paid in cash at share delivery. Lesjak’s 2024 table shows RSUs; no DSU election disclosed for her (DSUs noted for Hochman, Madden, Stromberg).
- No options, PSUs, or bonus metrics apply to non‑employee directors.
Other Directorships & Interlocks
| Entity | Relationship to GEHC | Potential Interlock/Conflict Consideration |
|---|---|---|
| GE Aerospace (director) | Former parent GE created GEHC via spin; ongoing trademark and historical agreements exist with GE; Aerospace is a separate public company post‑spin | Board assessed independence; no related‑person transactions disclosed involving Lesjak; committee members must meet heightened independence standards |
| PROS Holdings (director) | Third‑party technology firm | No GEHC related‑party transactions disclosed |
| SunPower (prior director) | Prior role | No current exposure |
- Related‑party disclosures: GEHC reported ordinary‑course sales to Cleveland Clinic and Providence due to other directors’ affiliations, with revenues ~$88M and ~$74M respectively; Board concluded no material direct/indirect interest for those directors (not related to Lesjak).
Expertise & Qualifications
- Finance & accounting: 32‑year HP career culminating as CFO; designated Audit Committee Financial Expert per SEC rules; adept at capital allocation, reporting, and audit oversight.
- Risk management & global: Led HP through leadership transitions (interim CEO/COO); global operational exposure.
- Technology: Senior finance roles within a large technology multinational; board roles spanning aerospace and software.
Equity Ownership
| Holder | Outstanding Common Stock Beneficially Owned | RSUs/DSUs and Stock Underlying Options | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Catherine Lesjak | 3,584* | 2,440 | 6,024 | <1% |
- Notes: No shares pledged as security; RSUs/DSUs are non‑voting until settled; certain phantom stock from GE conversions is cash‑settled post‑board service and not included in beneficial ownership.
- Director stock ownership guideline: Independent directors must hold at least 5x the cash portion of annual retainer within 5 years; robust anti‑hedging and anti‑pledging prohibitions apply. Individual compliance status not disclosed.
Governance Assessment
- Strengths: Independent Audit Chair with deep CFO credentials; Audit Committee designated multiple financial experts; explicit cybersecurity oversight within Audit scope; strong integrity policies (no hedging/pledging; clawback policy; robust stock ownership). These support board effectiveness and investor confidence.
- Alignment: Director pay structure balanced (cash + time‑based equity), clear ownership guidelines, and no meeting fees encourage long‑term focus. 2025 equity increase maintains market competitiveness without adding risk.
- Attendance/engagement: Regular executive sessions and strong overall participation (≥75% thresholds) indicate active oversight; director‑specific attendance not disclosed.
- Conflicts/Interlocks: GE Aerospace board membership creates ecosystem proximity to legacy GE relationships, but Board affirmatively determined independence; no Lesjak‑specific related‑party transactions disclosed. Ongoing GEHC–GE agreements are governed by formal spin‑off contracts with defined terms and indemnities.
- Red flags: None disclosed specific to Lesjak; no pledging, no consultant fee relationships, and compliance with overboarding policies (within limits on public boards). Continue monitoring cross‑company information flows due to GE ecosystem roles.