Risa Lavizzo-Mourey
Lead Independent Director at GEHC
Board
About Risa Lavizzo-Mourey
Risa Lavizzo‑Mourey, age 70, is GE HealthCare’s Independent Lead Director and Chair of the Nominating and Governance Committee; she has served as Lead Director since the Spin-Off and is independent under Nasdaq rules . She is Professor Emerita at the University of Pennsylvania and was President and CEO of the Robert Wood Johnson Foundation from 2003 to 2017, with prior academic and U.S. government roles spanning health equity, geriatrics, and national health policy . As Lead Director, she has defined responsibilities for agenda setting, executive sessions, stockholder communications, and governance processes .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Robert Wood Johnson Foundation | President & CEO | 2003–2017 | Led initiatives on childhood obesity, inclusive healthcare, and social determinants of health |
| University of Pennsylvania | Professor; Chief of Geriatric Medicine; Director, Institute on Aging; Professor Emerita | 1986–2003; Emerita (post‑2003) | Academic leadership in geriatrics and aging |
| U.S. Government | Co‑Chair, White House Health Care Reform Task Force; Advisory Committee Member, President’s Commission on Consumer Protection & Quality | c. 1985–1998 | National health policy and industry quality oversight |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Intel | Director | Until May 2025 | Current public company directorship listed “until May 2025” |
| Merck | Director | Current | Current public company directorship |
| Hess; General Electric; Better Therapeutics | Director | Prior | Prior public boards |
| Smithsonian Institution | Chair, Board of Regents | Current | Non‑profit governance |
| National Museum of Natural History | Advisory Board Member | Current | Non‑profit |
| TIAA | Governor | Current | Financial services governance (non‑public) |
| Howard Hughes Medical Institute | Trustee | Current | Research non‑profit |
| HealthQuest | Board of Advisors | Current | VC/advisory role |
Board Governance
- Committee assignments: Chair, Nominating and Governance Committee; Governance Committee met 4 times in 2024 .
- Independence: Determined independent by the Board; all committee members meet heightened independence standards .
- Lead Independent Director responsibilities: Board leadership and chairing meetings in chair’s absence; agendas and information flow; executive sessions; liaison with chair; primary Board contact for stockholders; governance processes and evaluations; leadership structure review; advising on committee chair selection .
- Executive sessions: Independent directors meet regularly, at least twice per year, at scheduled Board meetings .
- Attendance: In 2024, the Board held 7 meetings and committees collectively held 19; each director participated in at least 75% of the aggregate of Board and applicable committee meetings; all 10 incumbent directors attended the 2024 Annual Meeting .
- Overboarding: Policy limits other board service; lead director should not serve as lead director, chair, or CEO of another public company; nominees comply with policy .
Fixed Compensation
| Component (2024 unless noted) | Amount ($) | Detail |
|---|---|---|
| Annual cash retainer (Director) | 125,000 | Paid quarterly; prorated for partial years |
| Lead Independent Director cash retainer | 40,000 | Board leadership retainer |
| Governance Committee Chair cash retainer | 15,000 | Committee chair fee |
| Audit Committee Chair cash retainer | 25,000 | Reference for other chairs |
| Compensation Committee Chair cash retainer | 20,000 | Reference for other chairs |
| Annual equity retainer (RSUs) – 2024 | 200,000 | Granted on Annual Meeting date; vests at next AGM/1‑yr anniversary/CoC/death or disability; accrues dividend equivalents |
| Annual equity retainer (RSUs) – 2025 | 220,000 | Increased by $20,000 effective Jan 1, 2025 after biennial review |
Risa Lavizzo‑Mourey 2024 director compensation:
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Risa Lavizzo‑Mourey | 180,000 | 199,934 | 379,934 |
| (125,000 + 40,000 + 15,000) | RSU grant fair value | Sum of cash + stock awards | |
| Citations: |
Performance Compensation
| Feature | Status | Notes |
|---|---|---|
| Performance‑based director equity (PSUs, options) | Not used | Non‑employee director equity is time‑based RSUs; DSU elections allowed for cash fees; no meeting fees |
| Director performance metrics | Not applicable | No financial/ESG performance metrics tied to director pay disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Roles (if disclosed) | Interlock/Conflict Notes |
|---|---|---|---|
| Intel (until May 2025) | Director | Not disclosed in GEHC proxy | No related‑party transaction with Intel disclosed |
| Merck | Director | Not disclosed in GEHC proxy | No related‑party transaction with Merck disclosed |
- Related‑party transactions disclosed involve Cleveland Clinic and Providence (linked to other directors); none attributed to Risa Lavizzo‑Mourey; amounts were arms’ length in ordinary course .
- Governance Committee reviews conflicts and related‑party transactions; Audit Committee approves any such transactions .
Expertise & Qualifications
- Healthcare industry, science/technology, risk management, government/legal, academia/non‑profit; biography highlights leadership across philanthropy, academia, and policy .
- Skills matrix identifies board‑wide strengths aligned to healthcare, finance, S&T, risk, government/legal, global, academia/non‑profit .
Equity Ownership
| Holder | Outstanding Common Stock Beneficially Owned (#) | RSUs/DSUs/Underlying Options (#) | Total Beneficial Ownership (#) | % of Class |
|---|---|---|---|---|
| Risa Lavizzo‑Mourey | 4,625* | 2,440 | 7,065 | <1% (**) |
| Citations: |
Notes:
- “RSUs/DSUs/Underlying Options” includes interests convertible within 60 days; RSUs outstanding for each non‑employee director as of Dec 31, 2024 were 2,440 .
- No shares pledged as security; hedging and pledging are prohibited for directors .
- Director stock ownership guideline: hold Company stock/RSUs/DSUs worth at least 5x cash portion of annual retainer; five years to attain .
- “*” footnote in proxy denotes deferred fee phantom stock from GE conversion paid in cash after leaving Board and excluded from table totals; “**” indicates less than 1% .
Insider transactions (Form 4):
- No Form 4 transactions for Risa Lavizzo‑Mourey were found in our search window (Jan 1, 2024–Nov 19, 2025) [ListDocuments: found 0 of type 4].
Governance Assessment
Positive signals:
- Independent Lead Director with robust responsibilities and active governance remit; chairs Governance Committee overseeing ERM, quality/regulatory, board refreshment, and conflict reviews .
- Independence affirmed; compliance with heightened committee standards; overboarding limits in place, with nominees in compliance .
- Attendance expectations and 2024 participation thresholds met across the Board; executive sessions at least twice per year .
- Director compensation structure balanced and market‑benchmarked; clear cash/equity mix; modest lead/chair premia; biennial review with increased equity grant for 2025 to maintain competitiveness .
- Stock ownership guidelines, anti‑hedging/pledging, and transparent clawback policy for incentive awards support alignment and accountability (clawback policy with mandatory and discretionary components) .
- Shareholder support: 2025 say‑on‑pay received 338,182,269 “For” vs 18,944,496 “Against”; 2024 say‑on‑pay support was 92.6% of votes cast .
Potential risk indicators and conflicts:
- No related‑party transactions disclosed involving Risa Lavizzo‑Mourey; Cleveland Clinic/Providence transactions linked to other directors were arms’ length .
- No hedging or pledging allowed; no meeting fees; no tax gross‑ups; no option repricing without stockholder approval—all reduce governance risk .
- Intel board role listed “until May 2025”; monitor for any concurrent time‑commitment risk, though overboarding compliance is affirmed .
Overall, Risa Lavizzo‑Mourey’s profile as an independent Lead Director with deep healthcare and policy expertise, clear committee leadership, and clean conflict profile supports board effectiveness and investor confidence, with strong structural safeguards (ownership, hedging/pledging prohibitions, clawback) and solid shareholder engagement outcomes .