James Saccaro
Vice President and Chief Financial Officer at GEHC
Executive
About James Saccaro
James K. Saccaro, 52, is GE HealthCare’s Vice President and Chief Financial Officer (CFO) since June 1, 2023, overseeing Finance, IT, and Strategy, with prior CFO experience at Baxter and Hill‑Rom and earlier strategy roles at Clear Channel and The Walt Disney Company . He holds a BA in Economics and MS in Engineering‑Economic Systems from Stanford University . 2024 corporate results underpinning incentive payouts: Revenues $19.7B, Adjusted EBIT $3.2B, Diluted EPS (continuing) $4.34, Adjusted EPS $4.49, Cash from operations $2.0B, and Free cash flow $1.6B . Annual PSUs are tied to 2026 Organic revenue and 2024‑2026 cumulative Adjusted EPS with a relative TSR modifier vs the compensation peer group (+/‑20%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Baxter International | Chief Financial Officer | 2015–2023 | Led finance for global medtech; prior roles included VP FP&A, EMEA Finance VP, Strategy VP, Treasurer, driving planning rigor and capital allocation . |
| Hill‑Rom Holdings | Senior Vice President & Chief Financial Officer | 2013–2014 | Public company CFO experience prior to rejoining Baxter; enhanced financial discipline . |
| Clear Channel Communications | Strategy/Business Development | Prior to 2002 | Corporate strategy experience . |
| The Walt Disney Company | Strategy/Business Development | Prior to 2002 | Corporate strategy experience . |
External Roles
No external public company directorships disclosed in GE HealthCare filings for Mr. Saccaro; education credentials disclosed in the appointment press release .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $493,131 | $872,204 |
| Target Bonus (%) | 100% of base salary | 100% of base salary |
| Actual Bonus Paid ($) | $641,267 | $813,750 |
| Restoration Plan Credit ($) | — | $59,349 |
| Restoration Plan Aggregate Balance ($) | — | $72,321 |
| Sign‑on Cash Bonus ($) | $350,000 (paid at hire; repay conditions apply) | — |
| Summary Stock Awards ($) | $7,077,520 | $2,951,477 |
| Summary Stock Options ($) | $2,374,970 | $949,997 |
| All Other Compensation ($) | $34,519 | $83,499 |
| Total Compensation ($) | $10,971,407 | $5,670,927 |
Key program features:
- Stock ownership guideline: 3x base salary; must retain 75% of net shares until compliant; hedging and pledging prohibited . All NEOs are in compliance with guidelines .
- Clawback: robust policy covering time‑ and performance‑based awards beyond restatements .
Performance Compensation
Annual Bonus Plan (Corporate-level metrics for CFO)
| Metric | Weight | Threshold | Target | Max | Actual (2024) | Metric Payout | Strategic Modifiers | Result Applied |
|---|---|---|---|---|---|---|---|---|
| Organic revenue ($M) | 50% | $18,786 | $20,200 | $21,614 | $19,624 | 80% | NPI Vitality +5%, Injury/Illness +5% | 93% |
| Adjusted EBIT ($M) | 30% | $2,763 | $3,250 | $3,738 | $3,216 (excl. $4M for 2024 acquisitions) | 97% | — | Included in 93% total |
| Free cash flow ($M) | 20% | $1,350 | $1,800 | $2,160 | $1,554 | 73% | — | Included in 93% total |
Individual multiplier and payout:
- CFO bonus group: 100% corporate; Individual performance multiplier: 100%; Final payout: $813,750 on $875,000 target (93%) .
Long-Term Incentive Mix and 2024 Grants
| Component | 2024 Target LTI | Grant Date | Shares / Units | Terms |
|---|---|---|---|---|
| PSUs | 50% of $3,800,000 | 3/1/2024 | Target 10,246; max 40,982 | Earned based on 2026 Organic revenue (50%) and 2024–2026 cumulative Adjusted EPS (50%), modified by relative TSR (+/‑20%); cliff vest in 2027 . |
| Stock Options | 25% of $3,800,000 | 3/1/2024 | 29,141; strike $92.72; expire 3/1/2034 | Vest 33% in 2025, 33% in 2026, 34% in 2027 (18/30/42 months) . |
| RSUs | 25% of $3,800,000 | 3/1/2024 | 10,245 | Vest 33% in 2025, 33% in 2026, 34% in 2027 (18/30/42 months) . |
2023 hiring-related LTI and special awards:
- Annual LTI target $3,800,000; mix ~50% PSUs, 25% Options, 25% RSUs; scheduled to vest 9/1/2024, 9/1/2025, 9/1/2026 .
- Founders Grant $1,900,000 (25% RSUs, 75% Options); vests 50% on 2/1/2025 and 50% on 2/1/2026 .
- Sign‑on RSUs $3,500,000; vest 50% on 6/1/2024 and 50% on 6/1/2025 .
2024 realized equity:
- RSUs vested: 25,848 shares; value realized $2,042,926; no option exercises .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Common shares owned | 17,151 |
| RSUs/Stock underlying options (convertible within 60 days) | 39,174 |
| Total beneficial ownership | 56,325; <0.1% of outstanding shares (each NEO <0.1%) |
| Shares pledged | None; “No shares are pledged as security by the named person” |
| Ownership guideline | 3x base salary; hold 75% of net shares until compliant; no hedging/pledging |
| Compliance status | All NEOs are in compliance with ownership guidelines |
Outstanding equity awards at 12/31/2024 (select grants):
| Grant Date | Type | Exercisable (#) | Unexercisable (#) | Strike | Expiration | Unvested RSUs (#) | Unvested PSUs (#) | Vesting Notes |
|---|---|---|---|---|---|---|---|---|
| 6/1/2023 | Options | 0 | 54,472 | $79.83 | 6/1/2033 | — | — | 50% in 2025 and 2026 . |
| 6/1/2023 | RSUs | — | — | — | — | 5,950 | — | 50% in 2025 and 2026 . |
| 6/1/2023 | RSUs | — | — | — | — | 21,922 | — | 50% in 2025 (50% vested in 2024) . |
| 6/1/2023 | Options | 11,938 | 24,238 | $79.83 | 6/1/2033 | — | — | 33% in 2025 and 34% in 2026 (33% vested in 2024) . |
| 6/1/2023 | RSUs | — | — | — | — | 7,973 | — | 33% in 2025 and 34% in 2026 (33% vested in 2024) . |
| 6/1/2023 | PSUs | — | — | — | — | — | 23,800 | 100% in 2026 subject to performance . |
| 3/1/2024 | Options | 0 | 29,141 | $92.72 | 3/1/2034 | — | — | 33% in 2025, 33% in 2026, 34% in 2027 . |
| 3/1/2024 | RSUs | — | — | — | — | 10,245 | — | 33% in 2025, 33% in 2026, 34% in 2027 . |
| 3/1/2024 | PSUs | — | — | — | — | — | 20,491 | 100% in 2027 subject to performance . |
Employment Terms
- Appointment and pay terms: Offer letter effective June 1, 2023; base salary $875,000; target annual bonus 100% of salary; target annual LTI $3,800,000; participation in Restoration Plan and US Severance and Change in Control Plan; one‑time Founders Grant $1,900,000; sign‑on cash $350,000; sign‑on RSUs $3,500,000; contingent make‑whole up to $3,000,000 (cash and RSUs) if unable to exercise prior employer vested options; protective covenants required .
- Severance/change‑in‑control economics (as of 12/31/2024):
- Involuntary termination: Severance $1,750,000; Annual bonus $875,000; Health benefits $13,927; Outplacement $4,484; no single‑trigger equity acceleration .
- Change in control: Severance $3,500,000; Annual bonus $875,000; Health benefits $27,855; Outplacement $8,968; no equity acceleration (double‑trigger required) .
- Equity acceleration under other scenarios: Death/Disability shows RSUs/PSUs $4,886,954; Founders RSUs $2,179,033; Options $0 (no intrinsic amount reported); Transfer to successor employer shows partial equity treatment .
- Clawback: authorizes recoupment of time‑ and performance‑based awards in misconduct beyond restatement context .
- Deferred compensation: Restoration Plan credits 7% on eligible earnings above IRS limit ($345,000 for 2024); executives cannot contribute; vest after 3 years; paid in lump sum post‑separation (generally July following separation). Saccaro’s 2024 GEHC credits $59,349; balance $72,321 .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 92.6% support at May 2024 meeting; committee made no specific program changes based on vote .
- 2025 annual meeting (May 28, 2025): advisory say‑on‑pay approved with votes For 338,182,269; Against 18,944,496; Abstain 1,127,103; broker non‑votes 39,545,145 .
Investment Implications
- Pay‑for‑performance alignment: CFO’s bonus tied entirely to corporate financials with transparent thresholds/targets, plus PSUs linked to multi‑year Organic revenue and EPS with TSR modifier; 2024 payout at 93% reflects below‑target organic revenue and FCF offset by strategic modifiers, supporting disciplined incentive outcomes .
- Retention risk vs selling pressure: Significant unvested RSUs, options, and PSUs vesting 2025–2027 alongside Founders awards vesting in 2025–2026, which enhances retention but creates scheduled share releases (e.g., RSUs 10,245 and options 29,141 from 2024 grants; PSUs cliff in 2027). 2024 RSU vesting (25,848 shares; $2.04M value) indicates recurring equity realization, though pledging/hedging is prohibited and all NEOs meet ownership requirements, mitigating misalignment risk .
- Change‑of‑control economics: No single‑trigger cash severance or equity acceleration; double‑trigger requirement limits windfalls and aligns outcomes with continued employment or actual job loss, reducing governance red flags .
- Governance quality signals: Robust clawback, no excise tax gross‑ups, structured grant practices, strong say‑on‑pay support, and independent compensation consultant usage underpin sound compensation governance for the CFO role .