H. Lawrence Culp, Jr.
Chair of the Board at GEHC
Board
About H. Lawrence Culp, Jr.
Chairman of GE HealthCare Technologies Inc. (GEHC) since the spin-off from GE on January 3, 2023; age 62; MBA graduate of Harvard Business School and former Senior Lecturer (2015–2018) . Culp is also Chairman and CEO of GE Aerospace (public company launched April 2024); he is deemed not independent under Nasdaq rules and serves as GEHC’s non‑executive Chair with a separate Lead Independent Director structure . Tenure on the GEHC board dates to the spin-off; prior service includes joining GE’s board in April 2018 and leading GE’s multi‑year transformation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Electric Company (pre-split) | Director; CEO | Director since Apr 2018; CEO Oct 2018–2024 | Led portfolio focus and lean transformation; foundation for creation of GEHC, GE Vernova, GE Aerospace |
| GE Aerospace | Chairman & CEO | CEO June 2022; Chairman & CEO since Apr 2024 | Leads public company post GE split; current other public board |
| Danaher Corporation | President & CEO; EVP/COO; Group Executive | 1990–2014 (CEO 2001–2014) | Built multi‑platform operating excellence; risk management/lean credentials |
| Harvard Business School | Senior Lecturer | 2015–2018 | Academia/nonprofit experience |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| GE Aerospace | Chairman & CEO; Director | Current | Other current public company board |
| Washington College | Board of Visitors & Governors (Member; former Chair) | Current | Nonprofit governance |
| Wake Forest University | Board of Trustees (Member) | Current | Nonprofit governance |
| Prior public boards: Danaher, GlaxoSmithKline, T. Rowe Price Group | Director | Prior | Historical public company board experience |
Board Governance
- Role: Non‑executive Chair of GEHC’s Board; not independent under Nasdaq rules; Board has a robust Lead Independent Director (Risa Lavizzo‑Mourey) with defined authorities to oversee agendas, executive sessions, and governance processes .
- Committees: GEHC’s Audit (Chair: Catherine Lesjak), Compensation (Chair: William J. Stromberg), and Governance (Chair: Risa Lavizzo‑Mourey) are fully independent; Culp is not listed as a member of these committees .
- Independence: Board determined Culp and CEO Peter Arduini are not independent; eight of ten nominees are independent .
- Attendance: In 2024, the Board held 7 meetings and committees held 19; each director attended at least 75% of Board and committee meetings on which they served; all 10 directors attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet regularly in executive session (at least twice per year) chaired by the Lead Director .
- Overboarding policy: Public‑company executives should not serve on more than one other public board in addition to GEHC; all nominees are in compliance .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Director) | $125,000 | Standard non‑employee director cash retainer |
| Non‑executive Chair cash retainer | $130,000 | Additional cash retainer for Chair role |
| Committee chair fees | N/A | Not applicable; Culp is not a committee chair |
| Meeting fees | $0 | No meeting fees; expenses reimbursed |
| 2024 Fees earned (actual) | $255,000 | Reported in Director Compensation Table |
Performance Compensation
| Equity Component | 2024 Grant Value | Structure | Vesting / Terms |
|---|---|---|---|
| Annual RSU grant | $199,934 | RSUs typically granted on Annual Meeting date; accumulates dividend equivalents | Vests at earliest of next Annual Meeting, 1‑yr anniversary, change‑in‑control, or death/disability; subject to continuous service |
| Annual equity retainer policy cap | ≤$750,000 | Aggregate annual director comp cap (cash + equity) | Plan limits total director compensation per calendar year |
| 2025 annual RSU program | $220,000 | Equity retainer increased by $20,000 effective Jan 1, 2025 | To maintain market competitiveness |
| DSUs (cash retainer election) | Not used by Culp in 2024 | Directors may elect up to 100% of cash into DSUs | DSUs immediately vest; share delivery deferred; no voting rights |
GEHC director equity grants are time‑based (no performance metrics). The Compensation Committee’s performance frameworks (metrics, goals, clawbacks) apply to executives, not directors .
Other Directorships & Interlocks
| Company | Role | Interlock / Overlap | Risk/Observation |
|---|---|---|---|
| GE Aerospace | Chairman & CEO; Director | Catherine Lesjak (GEHC Audit Chair) also serves on GE Aerospace board | Dual ties increase information flow; board independence mitigated via Lead Director and independent committee chairs |
| Prior: Danaher, GSK, T. Rowe Price Group | Director | None current | Adds diverse large‑cap governance experience |
Expertise & Qualifications
- Skills: Healthcare industry, finance/accounting, risk management, global operations; academia/nonprofit experience; widely recognized for lean operational excellence and transformation leadership .
- Governance: Board leadership, risk oversight, and strategic agenda setting; robust governance practices at GEHC include majority independent board, clawbacks, anti‑hedging/pledging, stock ownership requirements, and executive sessions .
Equity Ownership
| Holder | Outstanding Common Stock Beneficially Owned (#) | RSUs/DSUs/Options Within 60 Days (#) | Total Beneficially Owned (#) | % of Class | Pledged Shares |
|---|---|---|---|---|---|
| H. Lawrence Culp, Jr. | 398,670 | 6,024 | 404,694 | <1% | None pledged |
- Notes: Certain deferred fee phantom stock from pre‑spin GE awards convert to GEHC phantom stock paid solely in cash upon separation and are excluded from the table . The directors’ and officers’ group disclosure notes 71,673 shares over which Mr. Culp has shared voting and investment power, indicating some shared ownership arrangements within the group total .
Governance Assessment
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Strengths
- Clear separation of Chair and CEO roles with empowered Lead Independent Director and fully independent key committees; executive sessions enhance independent oversight .
- Strong governance architecture: majority independent board, majority voting, clawbacks beyond legal minimum, prohibitions on hedging/pledging, and director overboarding limits; active shareholder engagement .
- Attendance and engagement: ≥75% attendance for all directors; full attendance at Annual Meeting, committee meeting cadence supports oversight (Audit: 10; Governance: 4; Compensation: 5 in 2024) .
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Potential Conflicts / Red Flags
- Non‑independent Chair concurrently serves as Chairman & CEO of GE Aerospace; GEHC maintains ongoing agreements with GE post‑spin (Separation & Distribution, TSA, Tax Matters, Employee Matters, Trademark License, Real Estate), creating structural related‑party exposure that requires continued vigilance by independent directors and committees .
- TSA costs and dependencies: GEHC incurred $172 million net under the TSA for 2024; while remaining performance guarantees were terminated/replaced in Q2 2024, ongoing shared services and brand licensing necessitate rigorous conflict management and arm’s‑length governance .
- Interlocks: GEHC Audit Chair Catherine Lesjak also serves on GE Aerospace’s board, increasing cross‑board information flow; GEHC’s independence standards and Lead Director structure mitigate but do not eliminate perceived conflicts .
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Alignment Signals
- No pledging; anti‑hedging policy for directors; robust clawback policy; stock ownership requirements apply to independent directors (5x cash retainer; five‑year compliance window). As a non‑independent Chair, Culp’s GEHC director ownership guideline applicability is not explicit; however, executive‑level ownership and restrictions at GE Aerospace further support alignment .
- Director compensation structure is simple and transparent (cash + time‑based RSUs), with aggregate annual cap ≤$750,000; 2025 equity retainer increased to maintain market competitiveness .
Overall, the board’s independent committee leadership and Lead Director governance processes are designed to counterbalance the Chair’s non‑independent status and post‑spin related‑party dynamics. Continued disclosure around GE agreements and strict adherence to conflict review/approval protocols remain critical for investor confidence .