Frank Jimenez
General Counsel and Corporate Secretary at GEHC
Executive
About Frank Jimenez
Frank R. Jimenez is GE HealthCare’s General Counsel and Corporate Secretary, serving in this role since the spin-off from GE on January 3, 2023; he previously served as General Counsel of GE’s healthcare business from February 2022 until the spin-off . He is 60 years old . Jimenez brings deep public-company and public-service legal leadership, having been GC at Raytheon Company (2015–2020) and Executive Vice President & GC of Raytheon Technologies (2020–2021), with prior GC roles at Bunge, ITT, and Xylem; he also served as General Counsel of the U.S. Navy and in senior legal roles at DoD and HUD . Company performance during his GEHC tenure includes TSR of ~29.6% from Jan 4, 2023 to Dec 31, 2024, while revenues grew 1% YoY in 2024; adjusted EBIT and cash generation strengthened, aligning pay programs with performance .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| GE HealthCare (GE business) | General Counsel (pre-spin) | Feb 2022–Jan 2023 | Led legal function through spin-off preparation |
| GE HealthCare Technologies Inc. | General Counsel & Corporate Secretary | Jan 2023–present | Governance, compliance, complex geopolitics; talent build; digital support |
| Raytheon Company | Vice President, General Counsel & Corporate Secretary | Jan 2015–Apr 2020 | Oversaw legal and governance at major defense contractor |
| Raytheon Technologies Corporation | Executive Vice President & General Counsel | Apr 2020–Dec 2021 | Led legal function post-merger (RTX) |
| Raytheon Technologies Corporation | Special Advisor to Chairman & CEO | Dec 2021–Feb 2022 | Strategic advisory at RTX |
| Bunge Limited | General Counsel | Not disclosed | Global agribusiness legal leadership |
| ITT Corporation | General Counsel | Not disclosed | Industrial company legal leadership |
| Xylem Inc. (ITT spin-off) | General Counsel | Not disclosed | Water technology company legal leadership |
| U.S. Navy | General Counsel; Principal Deputy GC | Not disclosed | Military legal leadership, policy |
| U.S. DoD / HUD; Florida Governor’s Office | Senior legal roles; Chief of Staff/Acting GC | Not disclosed | Federal/state governance and legal strategy |
| Steel Hector & Davis (now Squire Patton Boggs) | Litigation partner | Not disclosed | Complex litigation experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Huntington Ingalls Industries (NYSE: HII) | Director; Compensation Committee; Governance & Policy Committee | Current | Public company board service |
| Ann & Robert H. Lurie Children’s Hospital of Chicago | Board | Current | Non-profit healthcare |
| Equal Justice Works | Board; Chairman | Current | Legal services philanthropy |
| Columbia University Mailman School of Public Health | Advisory Board | Current | Public health advisory |
| Yale Law School Center for the Study of Corporate Law | Advisory Board | Current | Corporate law advisory |
| University of Miami President’s Council | Member | Current | University advisory |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base salary ($) | 728,571 | 871,629; salary increased to $875,000 effective Jan 1, 2023 | 872,204; salary set at $875,000, unchanged in 2024 |
| Target bonus (% of base) | Not disclosed | 100% | 100% |
| Actual bonus ($) | 458,483 | 1,093,750 | 813,750 |
Performance Compensation
Annual Bonus Plan (2024)
| Metric | Weighting | Target | Actual | Payout ($) | Vesting/Timing |
|---|---|---|---|---|---|
| Corporate results | 100% (Corporate) | 100% | 93% | 813,750 | Paid annual cash (2024) |
| Individual performance multiplier | n/a | 100% | 100% | Included in payout | n/a |
Long-Term Incentive Program (2024 grants)
| Vehicle | Grant date | Units/Strike | Fair value ($) | Vesting schedule |
|---|---|---|---|---|
| PSUs (50% mix) | 3/1/2024 | Target 9,437 | 1,843,612 | Cliff vest in 2027 subject to performance (2026 Organic revenue 50%; 2024–2026 Cumulative Adjusted EPS 50%; TSR modifier ±20%) |
| Options (25% mix) | 3/1/2024 | 26,840 @ $92.72; exp. 3/1/2034 | 874,984 | 3 equal installments at 18, 30, 42 months |
| RSUs (25% mix) | 3/1/2024 | 9,437 | 874,999 | 3 equal installments at 18, 30, 42 months |
Long-Term Incentive Program (2023 grants)
| Vehicle | Grant date | Units/Strike | Fair value ($) | Vesting schedule |
|---|---|---|---|---|
| Founders Options | 2/1/2023 | 54,870 @ $70.01; exp. 2/1/2033 | 1,312,490 | 50% in 2025, 50% in 2026 |
| Founders RSUs | 2/1/2023 | 6,249 | 437,492 | 50% in 2025, 50% in 2026 |
| Annual Options | 3/1/2023 | 32,419 @ $75.30; exp. 3/1/2033 | 874,989 | 33% in 2024, 33% in 2025, 34% in 2026 |
| Annual RSUs | 3/1/2023 | 11,620 | 874,986 | 33% in 2024, 33% in 2025, 34% in 2026 |
| Annual PSUs | 3/1/2023 | Target 11,620 | 1,952,183 | Cliff in 2026 subject to performance; TSR modifier |
Vested Value Realization (2024)
| Metric | 2024 |
|---|---|
| Options exercised (# / $) | 0 / $0 |
| RSUs/PSUs vested (# / $) | 32,970 / $2,984,734 |
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Total beneficial ownership (Mar 31, 2025) | 79,236 shares (41,103 outstanding common; 38,133 RSUs/options within 60 days); <1% of class |
| Shares pledged/hedged | None; no hedging or pledging permitted under policy |
| Stock ownership guidelines | Executives: 3x base salary; must hold at least 75% of net shares until compliant |
| Compliance status | All NEOs in compliance with ownership guidelines |
| Outstanding unvested equity (examples) | RSUs 18,211 and 10,927 (3/1/2022); RSUs 6,249 (2/1/2023); RSUs 7,786 (3/1/2023); PSUs 23,240 (3/1/2023); Options unexercisable 21,721 (3/1/2023) and 26,840 (3/1/2024) |
| Option terms | Key strikes/expirations: $70.01 (2/1/2033); $75.30 (3/1/2033); $92.72 (3/1/2034) |
Employment Terms
| Provision | Details |
|---|---|
| Severance (no CIC) | 1.0x base salary + target annual bonus (Leadership Team) upon qualifying termination (position elimination; without cause; or for good reason) |
| Change-in-control (double trigger) | 2.0x base salary + 2.0x target annual bonus (Leadership Team) upon qualifying termination within 24 months of CIC; CEO higher multiple (not applicable to Jimenez) |
| Pro-rata bonus | Bonus may be prorated subject to company performance if employed ≥90 days |
| Equity treatment on CIC | If awards not assumed/continued, outstanding awards become exercisable/vest immediately; PSUs payable at target or actual performance through date set by Committee |
| Clawback | Robust clawback policy applies to cash and equity incentives, including misconduct outside restatement context |
| Hedging/Pledging | Prohibited for directors, officers, employees |
| Tax gross-ups | No excise tax gross-ups for CIC or severance payments |
| Non-compete/Non-solicit | Release must include non-compete, non-solicitation, non-disparagement where legally permissible |
| Potential payments (Jimenez; as of 12/31/2024, illustrative) | Severance: $1,750,000; CIC: $3,500,000; Health benefits: $14,306 (severance) / $28,612 (CIC); Outplacement: $4,484 (severance) / $8,968 (CIC); equity intrinsic values shown in proxy tables |
Compensation & Incentives – Detailed Elements
Summary Compensation (multi-year)
| Year | Salary ($) | Stock awards ($) | Option awards ($) | Non-equity incentive ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 728,571 | 5,162,431 | 0 | 458,483 | 664,485 | 7,013,970 |
| 2023 | 871,629 | 3,264,661 | 2,187,479 | 1,093,750 | 92,638 | 7,510,157 |
| 2024 | 872,204 | 2,718,611 | 874,984 | 813,750 | 123,932 | 5,403,481 |
Perquisites and Deferred Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Financial & tax planning ($) | 12,904 | 15,000 |
| Executive physical ($) | Not disclosed | Reimbursed (amount disclosed; incurred in 2024) |
| Relocation benefits ($) | 1,748 | Not disclosed |
| Relocation tax benefits ($) | 925 | Not disclosed |
| Restoration Plan credits ($) | 53,961 | 75,186 |
| Restoration Plan balance (12/31) ($) | Not disclosed | 183,456 |
| Restoration Plan notes | 7% credit on eligible earnings > IRS limit; executives cannot contribute; 3-year vest; paid lump sum post-separation |
Performance & Track Record
- 2024 Individual highlights: partnership with leadership/Board; management on complex geopolitical events; digital strategy support; recruited top talent .
- 2023 Individual highlights: governance system build; balanced counsel on M&A/geopolitics; compliance program improvements .
- Company pay-versus-performance disclosure shows TSR of 129.59 (value of $100 initial investment) vs peer 113.61 from Jan 4, 2023 to Dec 31, 2024 .
- Say-on-pay support: 96.7% in 2023 and 92.6% in 2024, indicating broad shareholder alignment with executive pay programs .
Company Performance During Tenure
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($) | 19,552,000,000 | 19,672,000,000 |
| EBITDA ($) | 3,421,000,000* | 3,606,000,000* |
Values retrieved from S&P Global.
- S&P Global data via GetFinancials (no document citation)
Insider Activity, Vesting Schedules, and Selling Pressure
- Open market buy: On May 1, 2024, Jimenez purchased 1,315 GEHC shares at $76.52 per share (~$100,624) .
- Vesting-related withholding: On Sept 1–3, 2025, Form 4 filings show withholding of 3,079 shares to satisfy tax obligations upon RSU vesting; not an open-market sale .
- Outstanding equity vests: 2024 RSUs/options vest in three equal tranches (18/30/42 months from grant), with PSUs cliff vest after three-year performance period . 2023/2022 equity carries staggered schedules (2024–2027), supporting retention .
- Selling pressure: No pledging and insider trading policy restricts speculative transactions; observed activity suggests alignment (net purchase in 2024; tax-related withholding rather than discretionary selling) .
Compensation Structure vs Performance Metrics
- Annual bonus: Corporate performance (93%) and IPM (100%) determined payouts; Jimenez received $813,750 (100% of target adjusted for corporate metric), aligning cash incentives to annual results .
- PSUs: Weighted 50% 2026 Organic revenue and 50% 2024–2026 cumulative adjusted EPS, with TSR peer-relative modifier ±20% (0–200% payout) and cliff vest after three years—linking equity to multi-year profitable growth and shareholder returns .
- Options/RSUs: Multi-tranche vesting (18/30/42 months) creates continuous retention and ownership orientation .
Compensation Committee & Governance
- Compensation Committee (independent): Rodney F. Hochman; Lloyd W. Howell, Jr.; Tomislav Mihaljevic; William J. Stromberg; annual risk assessment led by Semler Brossy; robust clawback; no repricing; no single-trigger CIC; no hedging/pledging; strong ownership requirements .
- Equity grant practices designed to avoid timing around MNPI; annual say-on-pay approved .
Investment Implications
- Alignment: Jimenez’s pay mix is heavily equity-linked (PSUs with financial and TSR metrics; RSUs/options with long vesting), with strict ownership/anti-hedging rules—supporting long-term alignment and reduced near-term sell pressure .
- Retention risk: Significant unvested 2023–2024 equity (RSUs/options/PSUs) across 2025–2027 promotes retention; severance/CIC terms are standard double-trigger with 2.0x salary+bonus and no tax gross-ups—balanced retention economics without excessive payouts .
- Performance linkage: Annual bonus tied to corporate results and IPM, plus multi-year PSUs on revenue/EPS with TSR modifier, aligns incentives with execution on growth, margins, and shareholder returns; company TSR has been favorable since spin-off .
- Trading signal: Documented insider purchase in May 2024 and only tax-withholding Form 4 entries thereafter indicate confidence rather than discretionary selling; minimal pledge/hedge risk under policy .