William J. Stromberg
Director at GEHC
Board
About William J. Stromberg
Independent director at GE HealthCare Technologies Inc. (GEHC) since the January 3, 2023 spin-off; age 65; former CEO and Non‑executive Chair of T. Rowe Price Group; Audit Committee financial expert; Chair of the Talent, Culture, and Compensation Committee; skills include Finance & Accounting, Risk Management, Global experience, and Academia/Nonprofit engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| T. Rowe Price Group, Inc. | Director | Jan 2016 – May 2024 | Governance stewardship as board member |
| T. Rowe Price Group, Inc. | Non‑executive Chair | Dec 2021 – May 2024 | Led board oversight post‑CEO tenure |
| T. Rowe Price Group, Inc. | Chief Executive Officer | Jan 2016 – Dec 2021 | Led global investment manager; prior Head of Equity (2009–2015) and Head of U.S. Equity (2006–2009) |
| Westinghouse Defense | Systems Engineer | Pre‑1987 (before joining T. Rowe Price) | Technical/engineering foundation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Johns Hopkins University | Interim Chief Investment Officer | Jun 2024 – Feb 2025 | Oversight of endowment investment office |
| Johns Hopkins University Whiting School of Engineering | Advisory Board Chair | Current (as of Mar 31, 2025) | Advisory leadership in engineering education |
| Johns Hopkins University | Board of Trustees Member | Current (as of Mar 31, 2025) | University governance |
Board Governance
- Independence: Board determined Stromberg is independent; all members of Audit, Compensation, and Governance Committees are independent and satisfy heightened standards .
- Committee assignments:
- Talent, Culture, and Compensation Committee: Chair; 5 meetings in 2024 .
- Audit Committee: Member; designated “audit committee financial expert” per SEC rules .
- Board/Committee engagement and attendance:
- Board held 7 meetings and committees held 19 meetings in 2024; each director participated in at least 75% of aggregate Board and committee meetings; all 10 incumbent directors attended the 2024 Annual Meeting .
- Executive sessions of independent directors: Held regularly, at least twice per year; chaired by the Lead Director .
- Director service limits: Policy limiting outside public boards; Governance Committee confirmed each nominee’s compliance (includes Stromberg) .
Fixed Compensation (Director Pay)
| Component | Amount/Terms | 2024/2025 Details |
|---|---|---|
| Annual cash retainer (Director) | $125,000 (2024) | No meeting fees; cash paid quarterly; DSU election available |
| Committee chair retainer (Compensation) | $20,000 (2024) | Applies while serving as chair |
| Annual equity retainer (RSUs) | $200,000 grant value (2024) | Vests at earliest of next AGM, one year, change in control, or death/disability; accumulates dividend equivalents; time‑based vesting |
| Annual equity retainer (RSUs) | $220,000 grant value (effective Jan 1, 2025) | Increased by Board to maintain market competitiveness |
| Program cap | Aggregate annual director compensation ≤ $750,000 | Applies to cash + equity |
| 2024 individual pay (fees earned) | $144,952 (paid via grant of 1,769 DSUs in lieu of cash retainer on May 21, 2024) | DSUs immediately vested; receipt deferred; dividend equivalents paid in cash at distribution; no voting rights |
| 2024 individual pay (stock awards) | $199,934 (RSUs grant‑date fair value) | Outstanding at 12/31/2024: 2,440 RSUs |
| 2024 total director compensation | $344,885 |
Notes: Directors may elect up to 100% of cash compensation in DSUs; no meeting fees; out‑of‑pocket expenses reimbursed . RSU/DSU mechanics and vesting as described above .
Performance Compensation
- GEHC does not use performance‑based incentive metrics for non‑employee director compensation; director RSUs/DSUs are time‑based and not tied to financial or TSR targets .
Other Directorships & Interlocks
| Company | Role | Period | Interlocks/Notes |
|---|---|---|---|
| T. Rowe Price Group, Inc. | Director; Non‑executive Chair; CEO | Director: Jan 2016–May 2024; Chair: Dec 2021–May 2024; CEO: Jan 2016–Dec 2021 | Prior public company board; no current public boards listed for Stromberg |
| Compensation Committee Interlocks | — | FY2024 | None: No GEHC executive served on the board/compensation committees of companies with executives on GEHC’s Compensation Committee |
Expertise & Qualifications
- Audit Committee financial expert; Finance & Accounting; Risk Management; Global; Academia/Nonprofit; former CEO of global asset manager; governance profile aligned with compensation oversight responsibilities .
Equity Ownership
| Category | Amount | Percent of Class | Notes |
|---|---|---|---|
| Outstanding Common Stock Beneficially Owned | 0 | <1% | No shares pledged; sole voting/investment power applies where relevant |
| RSUs, DSUs, and Stock Underlying Options (convertible within 60 days) | 9,201 | <1% | Includes deferred RSUs/DSUs; DSUs have no voting rights |
| Stock ownership guidelines (Directors) | 5x cash portion of annual retainer; 5 years to attain | — | Compliance status not specifically disclosed |
| Hedging/Pledging | Prohibited for directors; no pledging; restrictions on short sales and derivatives | — | Covered by Securities Trading Policy |
Governance Assessment
- Board effectiveness and independence: Stromberg is independent and chairs the Compensation Committee; also serves on Audit with “financial expert” designation—this positioning supports robust pay governance and financial oversight .
- Compensation governance: Uses independent consultant Semler Brossy; annual peer review; peer group of 15 medtech firms; robust clawback policy; prohibitions on hedging/pledging; stock ownership requirements—all positive alignment signals under his committee leadership .
- Investor confidence signals: 2024 Say‑on‑Pay support at 92.6% indicates broad shareholder endorsement of compensation practices overseen by the committee he chairs .
- Attendance and engagement: Board/committee workload was meaningful in 2024 (7 Board; 19 committees); all directors ≥75% attendance; all attended the 2024 Annual Meeting—supports engagement standards .
- Related‑party/conflicts: No Stromberg‑specific related‑party transactions disclosed; committee interlocks none; overboarding policy compliance confirmed—low conflict risk .
RED FLAGS
- None disclosed specific to Stromberg: no pledging/hedging, no related‑party transactions, no interlocks, attendance threshold met at Board level; policies mitigate severance inflation (stockholder ratification for >2.99x cash severance for executive officers) .
Contextual oversight areas under his committee:
- Bonus and PSU metric rigor: Corporate bonus metrics in 2024 (Organic revenue, Adjusted EBIT, FCF) with strategic modifiers; PSU metrics (2026 Organic revenue, 2024–2026 Cumulative Adjusted EPS) and relative TSR modifier—framework shows balanced pay‑for‑performance design within his remit .