Arnold Donald
About Arnold W. Donald
Independent director of GE Vernova (GEV) since April 2024; age 70. Former President and CEO of Carnival Corporation & plc with over three decades of global operations, risk management, and strategic planning experience across regulated consumer and industrial sectors. He holds a B.A. in Economics (Carleton College), a B.S. in Mechanical Engineering (Washington University in St. Louis), and an MBA (University of Chicago Booth) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Carnival Corporation & plc | President & Chief Executive Officer | Jul 2013 – Aug 2022 | Led one of the world’s largest leisure travel companies |
| Merisant Company | Chief Executive Officer; Chairman | 2000 – 2003 (CEO); 2000 – 2005 (Chair) | Global manufacturer of tabletop sweeteners |
| Monsanto | Various senior leadership roles incl. Co-President, Agricultural Group; President, Nutrition & Consumer Sector | 1977 – 2000 | Extensive P&L, strategy, and operating oversight |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Bank of America Corporation | Director | Current | Public company board |
| MP Materials Corp | Director | Current | Public company board |
| Salesforce, Inc. | Director | Current | Public company board |
| Foster Farms | Director | Current | Private company role |
| Carnival Corporation & Carnival plc | Director | Former | Public company board service |
| Crown Holdings, Inc.; Laclede Group Inc. | Director | Former | Public company board service |
Board Governance
- Independence: Board determined Arnold W. Donald is independent; all CHCC, Audit, and Nominating & Governance members are independent .
- Committee assignments: Chairs the Compensation and Human Capital Committee (CHCC); member of Nominating & Governance Committee .
- Board structure: Classified board (sunsets by 2029); Donald is a Class I nominee elected in 2025 to a term expiring at the 2028 annual meeting .
- Board leadership: Independent, non-executive Chair (Steve Angel); regular executive sessions of independent directors .
- Attendance: In 2024, the Board met 6 times and committees 22 times; each director attended at least 75% of applicable meetings .
- Committee activity in 2024 (meetings): Audit (8), CHCC (5), Nominating & Governance (4), Safety & Sustainability (5) .
2025 Shareholder Vote Outcomes (Signals)
| Item | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Elect Arnold W. Donald (Class I) | 193,101,407 | 2,640,630 | 890,002 | 32,483,130 |
| Say-on-Pay (Advisory) | 185,519,323 | 10,428,004 | 684,712 | 32,483,130 |
| Say-on-Frequency (1 Year selected) | 194,084,230 (1 yr) | 380,110 (2 yr) | 1,590,893 (3 yr) | 576,806 (Abstain); 32,483,130 broker non-votes |
Fixed Compensation (Director)
| Component | Policy Detail | Arnold W. Donald (2024 reported) |
|---|---|---|
| Annual cash retainer | $140,000; paid quarterly, prorated for partial year | $123,750 (Fees Earned/Paid in Cash) |
| Committee chair fee | CHCC Chair: +$25,000; Audit Chair: +$30,000; N&G Chair: +$20,000; Safety & Sustainability Chair: +$20,000 | Reflected in cash total; overall cash is prorated |
| Meeting fees | Not indicated (retainer-based) | Not separately disclosed |
| Foundation match | Up to $5,000 for eligible gifts (director option) | “—” in 2024 (no match reported for Donald) |
| Total 2024 director pay | Cash + equity awards (grant-date fair value) | $344,896 total; includes $123,750 cash and $221,146 stock awards |
Notes: Each non-employee director received 1,329 RSUs on May 16, 2024 (award value $185,000, shares based on $139.2059 30-day average from Spin-Off date; grant-date fair value accounting at $166.40/SH) .
Performance Compensation (Committee Oversight)
As CHCC Chair, Donald oversees the executive pay program and metrics; the board uses an independent consultant (Pay Governance) and applies a clawback, stock ownership guidelines, double-trigger CIC policy, and bans on hedging/pledging .
2024 Annual Executive Incentive Plan (AEIP) metrics and results
| Metric (Total Company) | Weight | Threshold | Target | Maximum | 2024 Result | Payout Level |
|---|---|---|---|---|---|---|
| Free Cash Flow (Non-GAAP) | 40% | $500MM | $1,000MM | $2,000MM | $1,701MM | 170% |
| Adjusted EBITDA (Non-GAAP) | 40% | $1,500MM | $2,000MM | $3,000MM | $2,035MM | 104% |
| Organic Revenue Growth (Non-GAAP) | 20% | 2.5% | 5% | 10% | 7% | 131% |
Modifiers and oversight in 2024:
- Safety & Sustainability modifier applied: -10% at Total Company; Power segment -2%, reflecting 2024 safety outcomes (including three worker fatalities) and sustainability progress .
- Individual Performance Factor (0–150%) applied to NEOs; AEIP payouts capped at 200% of target .
Long-Term Incentive (2024 PSUs)
| Metric | Weight | Measurement | TSR Modifier |
|---|---|---|---|
| 3-year cumulative Adjusted EBITDA (Non-GAAP) | 50% | Company cumulative 2024–2026 | ±20% vs S&P 500 Industrials percentile; 0–200% payout cap |
| 3-year cumulative Free Cash Flow (Non-GAAP) | 50% | Company cumulative 2024–2026 | As above |
Other Directorships & Interlocks
- Current public boards: Bank of America Corporation; MP Materials Corp; Salesforce, Inc. (plus GEV) .
- Compensation Committee interlocks: None in 2024 (company-wide disclosure) .
- Overboarding policy: Non-executive directors should not serve on more than three other public company boards in addition to GEV; Donald’s three outside public boards meet the policy .
Expertise & Qualifications
- Board skills: Human Capital; Executive Experience; Manufacturing & Operations; Finance & Accounting .
- Education: B.A. Economics (Carleton); B.S. Mechanical Engineering (Washington University in St. Louis); MBA (Chicago Booth) .
- Sector experience: Regulated consumer, retail, distribution, and large-cap global operations; extensive public company board service .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (3/3/2025) | 0 shares beneficially owned; 0 within 60 days via RSUs/options; “less than 1%” like other directors |
| 2024 RSU grant | 1,329 RSUs granted on May 16, 2024; all non-employee directors elected to defer RSU delivery until 30 days post-service |
| Pledging/hedging | Prohibited for directors |
| Ownership guidelines | ≥$700,000 (5× $140,000 cash retainer) in stock/RSUs; 5 years to comply from board entry (joins April 2024 → through 2029) |
Governance Assessment
- Strengths
- Independent director; CHCC Chair with rigorous pay governance, independent consultant, clawback, double-trigger CIC, and robust stock ownership/anti-hedge-pledge policies .
- Strong shareholder mandate: Re-elected with 193.1M For vs 2.64M Against; Say-on-Pay passed with 185.5M For .
- Overboarding policy compliance (three outside public boards, within limit) .
- Director equity alignment via annual RSUs and deferral; five-year ownership guideline window from 2024 onboarding .
- Watch items / potential red flags
- 2024 safety performance led to a -10% AEIP modifier at the company level due to three fatalities; continued board oversight via Safety & Sustainability Committee is critical .
- Beneficial share ownership currently reports zero (deferrals not counted in SEC table), increasing importance of progressing toward the $700,000 ownership guideline over the 5-year window .
- Board effectiveness signals
- Active committee cadence (CHCC met 5x in 2024); board/committee attendance thresholds met across directors .
- Stockholder engagement program reached out to holders of ~41% of shares and met with holders of ~19%, with feedback shared to the Board (supports responsiveness) .
No director-specific related-party transactions were disclosed for Arnold W. Donald; the proxy outlines a formal related person transaction policy and Audit Committee review framework **[1996810_0001996810-25-000049_gev-20250328.htm:40]**.