Tomislav Mihaljevic

About Tomislav Mihaljevic

Independent director of GE HealthCare Technologies Inc. (GEHC); CEO and President, Morton L. Mandel CEO Chair, Cleveland Clinic. Age 61; birthplace Croatia. GEHC board service since the Spin-Off (January 3, 2023), with committee roles on Compensation and Nominating & Governance, bringing healthcare operations, risk management, and global leadership expertise .

Past Roles

Organization	Role	Tenure	Committees/Impact
Cleveland Clinic	Director, CEO & President, Morton L. Mandel CEO Chair	Jan 2018 – Present	Led integrated global health system; strategic, operational, and risk oversight
Cleveland Clinic Abu Dhabi (CCAD)	Chief Executive Officer	2015 – 2017	Executed launch/operations of first U.S. multi‑specialty hospital replicated outside North America
CCAD	Chief of Staff; Chair, Heart & Vascular Institute	2011 – 2015	Built workforce; clinical leadership and recruitment
Cleveland Clinic	Surgeon, Thoracic & Cardiovascular Surgery	2004 –	Clinical practice, innovation

External Roles

Organization	Role	Status
US‑UAE Business Council	Board Co‑Chair	Current
Greater Cleveland Partnership	Director	Current
United Way of Greater Cleveland	Director	Current
OneTen	Board of Directors and Advisory Board	Current
General Electric	Director	Prior public company board

Board Governance

Committee memberships: Compensation Committee and Nominating & Governance Committee (not a chair) .
Independence: Board determined Mihaljevic is independent under Nasdaq rules; Board considered that Cleveland Clinic (his employer) had ordinary course transactions with GEHC (amounts ≤1% of either party’s consolidated revenues in each of the last three fiscal years) .
Attendance and engagement: In 2024 the Board held 7 meetings and committees held 19; each director participated in ≥75% of applicable meetings; all 10 directors attended the 2024 Annual Meeting .
Executive sessions: Independent directors meet regularly and at least twice per year in executive session, led by the Lead Independent Director .
Committee scope: Compensation Committee oversight of executive compensation, peer group, director compensation, and human capital; Governance Committee oversight of board composition, independence, ERM, quality/regulatory, and conflicts review .

Fixed Compensation

Component (Non‑Employee Director)	2024 Amount ($)	Notes
Annual cash retainer	125,000	Paid quarterly; no meeting fees
Committee chair fees	0	Not a chair; chair fees: Audit $25k, Compensation $20k, Governance $15k
Board leadership fees	0	Lead Director $40k; Non‑executive Chair $130k
Annual equity retainer (RSUs)	199,934	$200k award value; vest on next AGM/1‑yr anniversary; dividend equivalents accrue
Total 2024 director comp	324,934	Fees earned $125,000; stock awards $199,934
2025 equity retainer change	220,000	Increased by $20k effective Jan 1, 2025

Performance Compensation

Director compensation is fixed cash plus time‑based RSUs; no performance‑conditioned director awards disclosed; no meeting fees .

Performance Metric	Target	Outcome	Payout
Not applicable for directors	—	—	—

Other Directorships & Interlocks

Entity	Relationship	Potential Interlock/Conflict Note
Cleveland Clinic Foundation	GEHC sells products/services	GEHC recognized ~$88M revenue (Jan 1, 2024–Mar 15, 2025); transactions arms’ length; Board concluded no material direct/indirect interest; considered in independence review
Providence	GEHC sells products/services	~$74M revenue same period; relates to director Rodney Hochman; disclosed similarly
General Electric	Prior board	Historical connection; GEHC’s Chairman is H. Lawrence Culp Jr., GE Aerospace CEO; governance policies address conflicts/independence

Expertise & Qualifications

Healthcare industry leadership; science and technology; risk management; global and nonprofit/academic experience .
Strategic operator with international hospital launch/operations (CCAD); quality/regulatory oversight via Governance Committee work .

Equity Ownership

Holder	Outstanding Common Stock	RSUs/DSUs/Options (convertible within 60 days)	Total Beneficial Ownership	% of Class
Tomislav Mihaljevic	0	6,024	6,024	<1%

Director stock ownership guideline: independent directors must hold GEHC stock/RSUs/DSUs worth ≥5x the cash portion of annual retainer within 5 years; hedging and pledging prohibited for directors and employees .
Vested vs. unvested: RSUs vest generally at next AGM or one‑year anniversary; DSUs (if elected) are immediately vested but share delivery deferred until after board service; DSUs have no voting rights .
Compliance status: Director‑level guideline compliance by individual not disclosed; no shares pledged .

Governance Assessment

Strengths: Independence affirmed despite commercial ties with Cleveland Clinic (≤1% revenue threshold), robust committee service (Compensation and Governance), solid attendance (≥75%), and alignment policies (5x retainer ownership guideline; anti‑hedging/pledging; clawback policy) that support investor confidence .
Signals: Director pay structure is simple and shareholder‑aligned (cash + time‑based RSUs), with benchmarking and biennial review by an independent consultant (Semler Brossy). 2025 equity retainer increase (+$20k) maintains competitiveness without complexity; cap of $750k annual director comp remains in place .
RED FLAGS (monitored): Related‑party exposure via customer relationships with Cleveland Clinic (and Providence for another director) – disclosed, arms’ length, below materiality threshold; Governance Committee oversight of conflicts mitigates risk . No hedging/pledging; no meeting fees; overboarding policy in place and directors compliant .

Overall, Mihaljevic’s healthcare systems expertise and Governance/Compensation committee service bolster board effectiveness in quality/regulatory oversight and human capital strategy. The disclosed Cleveland Clinic transactions warrant continued monitoring, but independence determinations and quantitative thresholds mitigate conflict concerns .