Roland Rott
President and CEO, Imaging at GEHC
Executive
About Roland Rott
Roland Rott is President & CEO of Imaging at GE HealthCare, appointed effective July 1, 2024 after leading the Ultrasound segment since 2021 and holding multiple Ultrasound leadership roles since joining GE HealthCare in 2011 . He is recognized for driving AI-led product innovation and portfolio M&A (including BK Medical and Caption Health) to scale growth platforms . In 2024, GE HealthCare delivered revenue of $19.7B, Adjusted EBIT of $3.2B, Adjusted EPS of $4.49, and Free Cash Flow of $1.6B, with company TSR translating to $129.59 on a $100 initial value since Jan 4, 2023—providing the performance context for executive incentive outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GE HealthCare | President & CEO, Imaging | 2024–present | Leads GEHC’s largest segment (~$8.9B 2024 revenue) with mandate to accelerate precision care and AI-enabled imaging solutions . |
| GE HealthCare | President & CEO, Ultrasound | 2021–2024 | Scaled Ultrasound leadership; advanced AI product innovation and executed M&A (BK Medical, Caption Health) to expand platforms . |
| GE HealthCare | Multiple leadership roles, Ultrasound | 2011–2021 | Built growth capabilities and product leadership across Ultrasound businesses globally . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Two software companies (founded by Rott) | Founder | n/a | Founded and exited two software companies acquired by strategic investors, bringing digital/AI entrepreneurship to GEHC . |
Fixed Compensation
| Component | 2024 Detail | Notes |
|---|---|---|
| Base salary (USD, paid in EUR) | $562,640 → $595,100 effective Apr 1, 2024; then $681,660 effective Jul 1, 2024 | Reflects promotion to President & CEO, Imaging mid-year; FX at $1.0820/€ . |
| Employment agreement (EUR) | €630,000 annual base; 100% target bonus; pension benefits; annual equity eligibility; company car; Austrian benefits incl. severance fund | Agreement governed by local law (Austria); does not otherwise alter compensation design . |
Performance Compensation
Annual Bonus Plan (2024)
- Structure (Rott): 60% based on Imaging segment metrics, 40% corporate metrics; strategic initiatives modifier (NPI Vitality + Safety) could adjust by ±10 pts; individual performance multiplier applied; capped at 200% .
- Outcome (Rott): Corporate payout 93%, Imaging blended payout 80%, individual factor 100%; cash bonus paid $545,328 .
| Metric | Weight | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|---|
| Corporate Organic revenue ($M) | 50% | 18,786 | 20,200 | 21,614 | 19,624 | 80%, +5% NPI, +5% Safety = 93% . |
| Corporate Adjusted EBIT ($M) | 30% | 2,763 | 3,250 | 3,738 | 3,216 | 97% . |
| Corporate Free cash flow ($M) | 20% | 1,350 | 1,800 | 2,160 | 1,554 | 73% . |
| Imaging Organic revenue ($M) | 50% | 10,312 | 11,088 | 11,864 | 10,510 | 63% . |
| Imaging Adjusted EBIT ($M) | 30% | 1,243 | 1,462 | 1,681 | 1,264 | 55% . |
| Imaging Inventory turns | 20% | 3.3 | 4.4 | 5.3 | 3.7 | 68% . |
| Payout Calculation (Rott) | Value |
|---|---|
| Base salary year-end | $681,660 . |
| Target bonus (100% of base) | $681,660 . |
| Blended performance (60% Imaging, 40% corporate), after strategic modifiers | 80% (Imaging) and 93% (Corporate) blended per plan; resulting cash payout $545,328 . |
| Individual multiplier | 100% . |
Long-Term Incentive (LTI) – 2024 Program Design
| Vehicle | Weight | Performance/Terms | Vesting |
|---|---|---|---|
| PSUs | 50% | 2026 Organic revenue (50%) and 2024–2026 Cumulative Adjusted EPS (50%); ±20% TSR modifier vs peer group; 0–200% payout . | Cliff vest after 3-year performance period (2024–2026) . |
| Stock Options | 25% | 10-year term; 2024 option strike $92.72; promotional grant strike $85.30 . | 1/3 at 18/30/42 months from grant; promo on 9/1/25, 9/1/26, 9/1/27 . |
| RSUs | 25% | Time-based equity . | 1/3 at 18/30/42 months from grant; promo on 9/1/25, 9/1/26, 9/1/27 . |
2024 Grants (Rott)
| Grant date | Instrument | Count / Target | Economics | Vesting |
|---|---|---|---|---|
| Mar 1, 2024 | Options | 11,886 | Strike $92.72 . | 18/30/42 months . |
| Mar 1, 2024 | RSUs | 4,179 | Time-based . | 18/30/42 months . |
| Mar 1, 2024 | PSUs | 4,179 target (0–200% earned) | 2026 Organic revenue & 2024–26 Cumulative Adjusted EPS, ±20% TSR . | Cliff after 3 years . |
| Aug 15, 2024 (promo) | Options | 8,419 | Strike $85.30 . | 9/1/25, 9/1/26, 9/1/27 . |
| Aug 15, 2024 (promo) | RSUs | 2,784 | Time-based . | 9/1/25, 9/1/26, 9/1/27 . |
| Aug 15, 2024 (promo) | PSUs | 2,784 target (0–200% earned) | Same PSU metrics as annual 2024 grant . | Cliff in 2027, subject to performance . |
Equity Ownership & Alignment
| Ownership and Policies | Detail |
|---|---|
| Beneficial ownership | 11,423 common shares; plus 54,623 RSUs/DSUs/Options convertible within 60 days; total 66,046; <0.1% of outstanding (GEHC had 457,843,185 shares outstanding at Mar 31, 2025) . |
| Shares pledged | None; company prohibits pledging of company stock . |
| Stock ownership guidelines | Executives: 3x base salary; must retain 75% of net shares until compliant . |
| Compliance status | All NEOs are in compliance with stock ownership guidelines . |
| Hedging/derivatives | Hedging and short-sales prohibited for directors, officers, employees . |
| Clawback | Mandatory restatement-based recovery (Rule 10D-1) and discretionary misconduct-based recovery; applies to cash and equity incentives . |
| Unvested/Outstanding Awards (12/31/2024) | Count | Market/Terms |
|---|---|---|
| Options – unexercisable (Mar 1, 2024 grant) | 11,886 . | 10-year term, 18/30/42 vesting; strike $92.72 . |
| Options – unexercisable (Aug 15, 2024 promo) | 8,419 . | 9/1/25, 9/1/26, 9/1/27 vesting; strike $85.30 . |
| RSUs – unvested (Mar 1, 2024) | 4,179 (est. $326,714 at $78.18) . | 18/30/42 vesting . |
| RSUs – unvested (Aug 15, 2024) | 2,784 (est. $217,653 at $78.18) . | 9/1/25–9/1/27 vesting . |
| PSUs – target unearned (Mar 1, 2024) | 8,358 (est. $653,428 at target) . | Cliff vest 2027, performance-based . |
| PSUs – target unearned (Aug 15, 2024) | 5,568 (est. $435,306 at target) . | Cliff vest 2027, performance-based . |
Insider selling pressure watch: sizable time-based vesting dates occur on 9/1/2025, 9/1/2026, 9/1/2027 (promo RSUs/Options), and 18/30/42 months from Mar 1, 2024 for annual RSUs/Options; PSUs cliff vest in 2027 if performance achieved .
Employment Terms
| Provision | Detail |
|---|---|
| Employment agreement (Austria) | €630,000 base; 100% target bonus; pension; equity eligibility; car; Austrian severance fund; local-law governed . |
| Severance (non-CIC) | As a non-U.S. executive, intended to receive better-of U.S. plan (if applicable) or local law; leadership team standard equals 1x (base + target bonus); Rott’s pro forma value $1,363,320 . |
| Change-in-control (CIC) cash | Leadership team: 24 months base + 2x target bonus (double-trigger within 24 months); pro forma value $2,726,640 . |
| Equity on CIC | If awards not assumed/replaced, they become exercisable/vested prior to CIC with PSUs payable at target/actual through a committee-set date; LTIP features double-trigger CIC vesting and no excise tax gross-ups . |
| Annual bonus proration | Prorated upon qualifying termination, death, disability, or retirement per plan terms . |
| Restrictive covenants | Severance conditioned on release and, where legal, non-compete, non-solicit, and non-disparagement . |
| Clawback/insider policy | Company-wide clawback; insider trading policy prohibits hedging/pledging; stock ownership required . |
Performance & Track Record
- Segment leadership: Rott transitioned mid-2024 to lead Imaging (~$8.9B revenue) and is tasked with accelerating AI-driven imaging innovation and precision care solutions .
- 2024 Individual highlights in new role: executed Imaging strategy shift to lifecycle value, upgrades, and recurring SaaS revenue, while navigating a challenging market environment .
- Company performance backdrop (2024): Revenues $19.7B; Adjusted EBIT $3.2B; Adjusted EPS $4.49; Free Cash Flow $1.6B; Pay program received 92.6% support at 2024 Say-on-Pay .
Compensation Committee & Peer Benchmarking
- Executive pay governance includes pay-for-performance design, rigorous targets, robust stock ownership, no hedging/pledging, clawback beyond minimums, double-trigger CIC equity, and no option repricing; no single-trigger cash CIC; no excise tax gross-ups .
- Peer group used for benchmarking includes Abbott, Medtronic, Stryker, Thermo Fisher, Danaher, Boston Scientific, etc. (15 companies; U.S. peers primarily for pay setting) .
Say-on-Pay & Shareholder Feedback
- Say-on-Pay supported by 92.6% in 2024 and 96.7% in 2023; active investor outreach each year (2024 outreach to holders of ~53% of outstanding; meetings with ~33%) .
Investment Implications
- Alignment strong: High at-risk pay (PSUs/Options/RSUs) tied to Organic revenue, Cumulative Adjusted EPS, and relative TSR underpins execution focus on profitable growth and shareholder return; stock ownership rules and clawback sharpen alignment and accountability .
- Retention: 2024 promotional grant and multi-year vesting (2025–2027) create meaningful unvested equity, reducing near-term flight risk while scheduling discrete vesting windows that could create selling liquidity but are subject to holding requirements until guideline compliance .
- Termination/CIC economics: Cash severance at 1x base+bonus (non-CIC) and 2x base+bonus (CIC, double-trigger) appear moderate vs medtech norms; equity treatment uses market-standard double-trigger features—limiting windfalls and reducing governance risk .
- Watch items: 2025–2027 vesting cadence (time-based awards) and 2027 PSU cliffs are the main potential supply events; hedging/pledging prohibitions, ownership requirements, and compliance status mitigate misalignment and undue trading risk .
Sources: GE HealthCare 2025 Proxy Statement (DEF 14A, Apr 10, 2025) and GE HealthCare press release (Jun 10, 2024) on leadership changes .