Phoebe L. Yang
Director at GEHC
Board
About Phoebe L. Yang
Independent director of GE HealthCare Technologies Inc. (GEHC), age 56, serving on the Board since the Spin-Off (January 3, 2023). Former General Manager of Amazon Web Services (AWS), Healthcare, with prior senior executive roles at Ascension, The Advisory Board Company, Discovery Inc., and AOL Time Warner, and service in two U.S. presidential administrations (U.S. Department of State and FCC). Core credentials include healthcare, digital transformation, global expansion, and government/legal experience; currently sits on Doximity’s public company board and holds stewardship and advisory roles in healthcare and private equity .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amazon Web Services (Healthcare) | General Manager | May 2020 – September 2022 | Led healthcare cloud businesses and digital transformation initiatives |
| Ascension | Chief Strategy Officer, Population Health; Co‑Lead/Lead Managing Director, Ascension Holdings International | Not disclosed | Population health strategy; international expansion and investments |
| The Advisory Board Company | Senior executive | Not disclosed | Healthcare analytics/consulting leadership |
| Discovery Inc. | Senior executive | Not disclosed | Digital/media operations |
| AOL Time Warner | Senior executive | Not disclosed | Technology/media integration |
| U.S. Department of State | Appointee | Not disclosed | Government policy and international relations |
| Federal Communications Commission | Appointee | Not disclosed | Regulatory and communications policy |
External Roles
| Organization | Role | Public/Private | Committees/Notes |
|---|---|---|---|
| Doximity | Director | Public | Current public company board service |
| CommonSpirit Health | Board of Stewardship Trustee | Non‑profit healthcare | Governance/stewardship in a major health system |
| Brighton Park Capital | Advisor | Private equity | Advisory role in growth equity investing |
Board Governance
- Committee memberships: Audit Committee; Nominating and Governance Committee .
- Committee transition: Stepped down from the Compensation Committee and joined the Audit Committee as of January 2025 .
- Independence: Board determined Yang is independent under Nasdaq rules; Board considered that she (and certain other directors) were employed by organizations doing business with GEHC in the ordinary course and found amounts ≤1% of either party’s revenues; all committee members meet heightened independence standards .
- Attendance: In 2024, the Board held 7 meetings and committees held 19; each director participated in at least 75% of aggregate Board and committee meetings; all 10 incumbent directors attended the 2024 Annual Meeting .
- Director election vote (May 28, 2025): Votes For 356,382,649; Against 1,231,835; Abstentions 639,384; Broker Non‑Votes 39,545,145 .
| Governance Aspect | Detail |
|---|---|
| Audit Committee meetings (2024) | 10 meetings |
| Governance Committee meetings (2024) | 4 meetings |
| Executive sessions of independent directors | Regularly, at least twice per year, chaired by lead director |
| Overboarding limits | Public company executives: ≤1 additional board; other directors: ≤3 other boards; audit committee limits applied; all nominees in compliance |
| Conflicts process | Directors must recuse; Governance Committee reviews; resignation expected if significant conflicts cannot be resolved |
| Related party transactions (disclosed) | Ordinary‑course sales to Cleveland Clinic ($88M) and Providence ($74M) Jan 1, 2024–Mar 15, 2025; no material direct/indirect interest for associated directors; provided for transparency |
Fixed Compensation
| Component (Non‑Employee Directors, 2024) | Amount |
|---|---|
| Annual cash retainer | $125,000 |
| Committee chair retainers (if applicable) | Audit $25,000; Compensation $20,000; Governance $15,000 |
| Board leadership retainers (if applicable) | Lead Independent Director $40,000; Non‑executive Chair $130,000 |
| Meeting fees | None; expenses reimbursed |
| Annual cap | ≤$750,000 total cash+equity per director per year |
Phoebe L. Yang’s 2024 director pay:
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Phoebe L. Yang | 125,000 | 199,934 | 324,934 |
Performance Compensation
| Equity | Grant Practice | Grant Value | Shares | Vesting/Triggers |
|---|---|---|---|---|
| RSUs (Annual) | Granted on Annual Meeting day; dividend equivalents reinvested during vesting | $200,000 in 2024; increased to $220,000 effective Jan 1, 2025 | Stock awards outstanding as of Dec 31, 2024 for each non‑employee director: 2,440 RSUs | Vest on earliest of next Annual Meeting, one‑year anniversary, change in control (as defined in 2023 LTIP), or death/disability, subject to service |
| DSUs (Optional) | Directors may elect up to 100% of cash fees in DSUs; dividend equivalents paid in cash at share delivery; no voting rights | Varies by election | Not applicable to Yang per table disclosure | Delivered after service end per director’s deferral election |
| Clawback/Policies (company‑wide) | Robust clawback policy and prohibitions on hedging/pledging; stock ownership requirements | Policy applies to cash and equity incentive awards | — | Hedging and pledging prohibited |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Doximity | Health tech | Director | Public company directorship disclosed; no GEHC related‑party transaction disclosed |
| CommonSpirit Health | Provider | Stewardship Trustee | Major health system; no related‑party transaction with GEHC disclosed; Board independence assessed with ≤1% revenue thresholds |
Expertise & Qualifications
- Healthcare industry; science and technology; government and legal; global; academia and non‑profit experience .
- Specific qualifications cited: healthcare, digital transformation, global expansion, and legal/government expertise relevant to GEHC’s strategy and oversight of digital/AI and quality/regulatory matters .
Equity Ownership
| Holder | Common Stock Beneficially Owned | RSUs/DSUs/Options Convertible ≤60 Days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Phoebe L. Yang | 0 | 0 | 0 | <1% |
- No shares pledged as security; hedging and pledging prohibited by policy .
- Director stock ownership guidelines: Independent directors must hold GEHC stock/RSUs/DSUs equal to ≥5x the cash portion of the annual retainer, with five years to attain; retention requirements apply until met .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 92.6% support (votes cast) .
- 2025 Annual Meeting results: Say‑on‑pay Votes For 338,182,269; Against 18,944,496; Abstentions 1,127,103; Broker Non‑Votes 39,545,145 .
- Ongoing investor engagement on governance, compensation, and sustainability; outreach to holders of ~53% of shares in 2024; management/lead director met with ~33% .
Governance Assessment
- Board effectiveness: Yang’s move to Audit aligns her digital/technology and government/legal expertise with financial reporting and cybersecurity oversight; concurrent service on Governance supports ERM, quality/regulatory, board refresh, and policy oversight .
- Independence and conflicts: Board conducted an annual independence assessment; ordinary‑course transactions involving organizations associated with certain directors (including Yang) were within ≤1% thresholds; Yang remains independent, and all committee members meet heightened independence standards .
- Ownership alignment: As of March 31, 2025, Yang reported 0 beneficially owned common shares and 0 units convertible within 60 days; directors had 2,440 RSUs outstanding as of December 31, 2024, with strong stock ownership requirements (≥5x cash retainer, 5‑year window), hedging/pledging prohibited—mixed signal for immediate “skin‑in‑the‑game,” mitigated by RSU structure and policy requirements .
- Compensation structure: Simple and transparent mix of cash and time‑based RSUs; no meeting fees; annual cap; change‑in‑control vesting for RSUs; DSU election option—no director‑specific severance, tax gross‑ups, or perquisite anomalies disclosed for directors (director pay program reviewed with independent consultant) .
- Shareholder signals: Strong say‑on‑pay support and robust engagement suggest constructive governance posture; director election vote totals indicate broad support for Yang .
RED FLAGS
- Independence exposure monitored: Board disclosed certain directors’ affiliations with entities doing business with GEHC (≤1% revenue), including Yang; Board concluded independence—no material related‑party transactions disclosed for Yang, but continued monitoring warranted .
- Ownership alignment optics: 0 beneficial ownership reported as of record date per SEC definition; ensure progress toward 5x retainer ownership guideline within the 5‑year compliance window .
Notes on Committee Assignments and Attendance
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 10 | Cybersecurity oversight; financial reporting; internal controls; independent auditor oversight |
| Nominating & Governance | Member | 4 | ERM oversight; quality/regulatory; board composition; political spending oversight |
All directors met ≥75% attendance threshold; all attended 2024 Annual Meeting .