Peter J. Arduini
About Peter J. Arduini
Peter J. Arduini, age 60, is President & CEO of GE HealthCare Technologies Inc. and has served on the GE HealthCare board since the company’s spin-off; he was appointed GE HealthCare CEO in December 2022 after serving as CEO of GE’s healthcare business from January–December 2022 . Under his leadership in 2024, GE HealthCare delivered revenue of $19.7B (+1% YoY), Adjusted EBIT of $3.2B, Diluted EPS of $4.34, and Free Cash Flow of $1.6B, while pursuing targeted M&A (MIM Software, Intelligent Ultrasound) and deepening radiopharmaceutical distribution in Asia (Nihon Medi-Physics) and accelerating AI-enabled solutions . Since the January 4, 2023 listing, a $100 investment in GE HealthCare was worth $129.59 at year-end 2024; peer-group TSR was $113.61 over the same span . 2024 say‑on‑pay support was 92.6% .
Past Roles
| Organization | Role | Years (disclosed) | Strategic impact |
|---|---|---|---|
| GE HealthCare (pre-spin, GE Healthcare) | President & CEO of GE’s healthcare business | Jan 2022–Dec 2022 | Led stand‑up into independent public company . |
| Integra LifeSciences | President & CEO | Jan 2012–Dec 2021 | Evolved portfolio to faster growth and higher profitability via M&A and R&D pipeline . |
| Baxter Healthcare | President, Medication Delivery division | Not disclosed | Senior operating leadership in medtech therapies . |
| GE Healthcare (earlier career) | Multiple leadership roles (CT & Molecular Imaging, Healthcare Services, U.S. sales) | 15 years (years not specified) | Ran major modalities and U.S. commercial operations . |
External Roles
| Organization | Role | Years (as of proxy) | Notes |
|---|---|---|---|
| Bristol Myers Squibb | Director (public company board) | As of Mar 31, 2025 | Current public board service . |
| Advanced Medical Technology Association (AdvaMed) | Chair of Board | As of Mar 31, 2025 | Industry leadership and policy influence . |
| National Italian American Foundation | Director; Chair of Funds Development | As of Mar 31, 2025 | Non‑profit governance . |
| Integra LifeSciences | Prior public company board | Prior | Historical board service . |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base salary ($) | 1,250,000 | 1,246,006 | 1,282,427 |
| Actual annual bonus ($) | 890,625 | 2,460,938 | 1,904,175 |
| Target bonus % (CEO) | — | — | 150% of base salary |
Notes:
- CEO salary was increased from $1,250,000 to $1,300,000 effective April 1, 2024 .
Performance Compensation
2024 Annual Bonus Plan (Corporate metrics for CEO)
| Metric (Corporate) | Weight | Threshold (50% payout) | Target (100%) | Max (200%) | Actual | Metric payout | Strategic modifiers | Final bonus factor |
|---|---|---|---|---|---|---|---|---|
| Organic revenue ($M) | 50% | 18,786 | 20,200 | 21,614 | 19,624 | 80% | NPI +5%, Safety +5% | 93% |
| Adjusted EBIT ($M) | 30% | 2,763 | 3,250 | 3,738 | 3,216 (adj) | 97% | Included above | |
| Free cash flow ($M) | 20% | 1,350 | 1,800 | 2,160 | 1,554 | 73% | Included above |
- CEO 2024 bonus payout: $1,904,175 with an individual performance multiplier of 105% applied to the 93% corporate result .
2024 Long‑Term Incentive (granted March 1, 2024)
| Award type | Grant date | Shares/Units (#) | Strike/Terms | Vesting | Grant date fair value ($) |
|---|---|---|---|---|---|
| PSUs (target) | 3/1/2024 | 72,799 target (36,400 thr; 145,598 max) | Metrics: 2026 Organic revenue (50%); 2024–2026 Cumulative Adjusted EPS (50%); +/-20% TSR modifier vs comp peer group | Cliff vest after 3‑year performance period | 7,111,006 |
| RSUs | 3/1/2024 | 36,399 | — | 1/3 at 18/30/42 months | 3,374,915 |
| Stock options | 3/1/2024 | 103,527 | $92.72 strike; 10‑year term | 1/3 at 18/30/42 months | 3,374,980 |
2022 CEO New‑Hire PSUs (converted at spin): The 2024 tranche was certified at 93% (based on corporate metrics); the three‑year (2022–2024) average performance was certified at 92%, resulting in 67,487 shares and a year‑end 2024 value of $5,276,134 (based on $78.18) .
2024 Realizations
| Item | 2024 quantity/value |
|---|---|
| RSU shares vested | 23,207 shares; $2,034,290 value |
| Options exercised | 0 |
Equity Ownership & Alignment
| Ownership (as of Mar 31, 2025) | Amount |
|---|---|
| Common shares beneficially owned | 63,770 |
| RSUs/stock underlying options (convertible within 60 days) | 219,384 |
| Total beneficial ownership | 283,154 |
| Ownership as % of shares outstanding | <1% |
| Shares pledged as collateral | None (policy prohibits pledging) |
- Stock ownership guidelines: CEO required ownership = 6x base salary; executives must retain 75% of net shares until compliant. Company reports all NEOs are in compliance with ownership guidelines .
- Hedging/pledging prohibited for directors and officers .
Employment Terms
| Provision | Key terms |
|---|---|
| Severance (Executive Severance Plan) | If position elimination/termination without cause/good reason: lump‑sum = 2.0x (base + target bonus) for CEO; benefits continuation 24 months; outplacement 24 months . |
| Change in control (double trigger) | If termination within 24 months of a CIC: lump‑sum = 36 months of base salary + 2.99x target bonus for CEO; benefits continuation 36 months; outplacement 36 months . |
| Equity on CIC | If awards not assumed/continued, outstanding awards vest at or before CIC as specified by plan; PSUs payable at target/actual through a date set by the committee . |
| Estimated payouts at 12/31/2024 | Severance: $6,500,000; CIC: $9,717,500; pro‑rated bonus eligibility as described; healthcare/outplacement quantified; see table for line‑items . |
| Clawback | Recoupment policy (mandatory restatement recovery + discretionary misconduct recovery) implemented Oct 2, 2023 . |
| Trading policy | Insider trading policy governs directors/officers; filed as 10‑K exhibit . |
| No single‑trigger; no excise tax gross‑ups | LTIP designed with double‑trigger vesting and no excise tax gross‑ups . |
Board Governance (director service, committee roles, independence)
- Board service: Director since the spin‑off; serves as President & CEO on the board .
- Independence: The board determined the CEO (Arduini) and Chairman (Culp) are not independent; all other directors and all committee members are independent .
- Board leadership: Separate Chair (H. Lawrence Culp, Jr.), independent Lead Director (Risa Lavizzo‑Mourey); independent chairs for all committees .
- Executive sessions: Independent directors meet regularly in executive session .
- Meeting attendance: In 2024, the board held 7 meetings; all incumbent directors attended the 2024 annual meeting; each director met the ≥75% attendance threshold across board/committees .
Dual‑role implications: Governance mitigants include separation of Chair/CEO, a strong Lead Independent Director with defined authorities, and fully independent committees overseeing audit, compensation, and governance, which reduces CEO/board independence concerns .
Director/Executive Compensation Governance and Say‑on‑Pay
- 2024 say‑on‑pay approval: 92.6% of votes cast .
- Best‑practice features: Robust stock ownership (CEO 6x salary), no hedging/pledging, double‑trigger CIC (no single‑trigger payouts), no option repricing without shareholder approval, no excise tax gross‑ups, and a broad clawback policy .
Compensation Peer Group (used for benchmarking)
| Peers (2024 program) |
|---|
| Abbott Laboratories; Agilent Technologies; Baxter International; Becton, Dickinson; Boston Scientific; Danaher; Edwards Lifesciences; Hologic; Intuitive Surgical; Medtronic; Quest Diagnostics; Siemens Healthineers; Stryker; Thermo Fisher; Koninklijke Philips |
Compensation Structure Analysis (alignment and changes)
- Mix and risk: For 2024, 92% of CEO total target compensation was at‑risk (bonus + equity), with PSUs at 50% of LTI and options/RSUs equally split, emphasizing multi‑year performance and shareholder alignment .
- Annual plan calibration: Corporate metrics and targets were set to the board‑approved budget; final 2024 corporate bonus factor was 93% after NPI/Safety modifiers; CEO individual multiplier 105% .
- LTI design shift: 2024 PSUs replaced 3‑year Cumulative Adjusted EBIT (used in 2023 PSUs) with 3‑year Cumulative Adjusted EPS, maintaining Organic revenue and adding a relative TSR modifier (+/‑20%) .
- Timing/controls: Equity grants are scheduled to avoid proximity to earnings releases; no 2024 “spring‑loading” under Item 402(x) .
Related‑Party, Hedging/Pledging, and Other Red Flags
- Related‑party: None involving the CEO disclosed; select ordinary‑course sales to institutions affiliated with two independent directors were disclosed and assessed as immaterial .
- Hedging/pledging: Prohibited for directors/officers; no shares pledged by the CEO .
- Repricing/gross‑ups: No option repricing without shareholder approval; no excise tax gross‑ups; double‑trigger CIC vesting only .
Equity Ownership & Vesting Schedules (selling pressure indicators)
- Ownership and flow: CEO owned 63,770 shares plus 219,384 RSUs/options convertible within 60 days; RSU vesting cadence (18/30/42 months) and option vesting (same cadence) create periodic settlement events that can contribute to selling pressure, moderated by a 75% post‑vest retention requirement until the 6x guideline is met .
- 2024 realizations: 23,207 RSU shares vested; no options exercised in 2024 .
Performance & Track Record
- 2024 operating results: Revenues $19.7B (+1% YoY), Adjusted EBIT $3.2B, Cash from operations $2.0B, Free cash flow $1.6B; strategy emphasized AI enablement, software, and selective M&A (MIM Software, Intelligent Ultrasound, Nihon Medi‑Physics) .
- Market performance: Company TSR value of $129.59 vs peer group TSR $113.61 since listing through 12/31/2024 .
Employment & Contracts (retention risk and protections)
- Plan coverage: CEO participates in the US Executive Severance and Change in Control Plan; payments require a release and include non‑compete, non‑solicit, non‑disparagement obligations where legally permissible .
- Economics: 2.0x cash severance multiple outside CIC; 36 months base + 2.99x target bonus if terminated within 24 months of a CIC; benefits/outplacement continuation 24–36 months depending on scenario .
- Estimated payouts on 12/31/2024 (illustrative): Severance $6,500,000; CIC $9,717,500 plus pro‑rata bonus per plan .
Director Compensation (as applicable to CEO‑director)
- The CEO is an employee director; non‑employee director retainers/equity do not apply to him .
Investment Implications
- Pay‑for‑performance alignment: High proportion of at‑risk and long‑term equity (notably PSUs with EPS/Organic revenue and TSR modifier) aligns compensation with multi‑year value creation; 2024 corporate bonus paid below target (93%) signals discipline against plan outcomes .
- Retention vs. selling pressure: Multi‑year vesting (18/30/42 months) and a stringent 6x salary ownership requirement with 75% post‑vest holding reduce near‑term selling pressure and support retention; prohibitions on hedging/pledging strengthen alignment .
- Downside protection/shareholder safeguards: Double‑trigger CIC and absence of gross‑ups limit windfall risk; expansive clawback and no repricing provisions mitigate governance risk .
- Performance execution risk: 2024 organic revenue growth of 1% and a 93% corporate bonus factor suggest steady – not breakout – growth while management invests behind AI/software and targeted M&A; future PSU outcomes hinge on delivering EPS and Organic revenue targets through 2026 versus an active peer set .
- Governance comfort: Separate Chair/CEO, strong Lead Independent Director, fully independent committees, and high say‑on‑pay support (92.6%) point to a supportive governance backdrop for continued strategy execution .