Jessica Uhl
About Jessica Uhl
Jessica Uhl (age 57) is President of GE Vernova Inc., serving since the April 2, 2024 spin-off; she joined GE Vernova businesses in January 2024 after 20+ years in energy and finance . She graduated Phi Beta Kappa with a BA from the University of California, Berkeley and holds an MBA from INSEAD . Company performance during her tenure’s first year: 2024 revenue $35B, adjusted EBITDA $2.035B, and free cash flow $1.701B, alongside substantial margin expansion; the stock price rose 135% in 2024 with market cap $90.8B at year-end .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Shell plc | Chief Financial Officer | 2017–2022 | Led global finance; prior EVP Finance roles in Integrated Gas and Upstream Americas supported capital allocation in transition businesses |
| Enron | Finance roles | Pre-2004 | Energy markets exposure; analytical foundation |
| Citibank | Finance roles | Pre-2004 | Banking experience; corporate finance skillset |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goldman Sachs | Director | Jul 2021–Apr 2024 | Oversight at a global financial institution |
| GE (GE Aerospace) | Director | May 2023–Apr 2024 | Governance during separation planning |
| Columbia Center for Global Energy Policy | Advisory Board Member | Ongoing | Energy policy and transition insights |
| Rocky Mountain Institute | Trustee | Ongoing | Decarbonization thought leadership |
| Mission Possible Partnership | Executive Co‑Chair | Prior | Industrial decarbonization strategy |
| Breakthrough Energy | Strategic Advisor | Prior | Innovation in hard‑to‑abate sectors |
Fixed Compensation
| Component | 2024 Detail |
|---|---|
| Base Salary | $1,100,000 |
| Target Bonus % (AEIP) | 100% of base (offer); prorated 94% for 2024 based on Jan 22 start |
| Actual AEIP Payout (Cash) | $1,306,444 for 2024 |
| All Other Compensation (Breakdown) | $65,486 total; Company retirement contributions $18,785; Restoration Plan credits $46,700; Other $2 |
Performance Compensation
| Program | Metric | Weighting | Target | Actual/Result | Payout Contribution |
|---|---|---|---|---|---|
| AEIP (Corporate) | Free Cash Flow* | 40% | $1,000MM | $1,701MM | 170% |
| AEIP (Corporate) | Adjusted EBITDA* | 40% | $2,000MM | $2,035MM | 104% |
| AEIP (Corporate) | Organic Revenue Growth* | 20% | 5% | 7% | 131% |
| AEIP (Modifiers) | Safety & Sustainability | +/- 10 pts | — | Company applied -10% | -10% |
| AEIP (Individual) | IPF | 0–150% | — | 100% for Uhl | 100% |
| AEIP Outcome | Business Performance Factor | — | — | Corporate factor 136% | — |
| AEIP Outcome | Total Payout | — | $1,036,860 target (prorated 94%) | $1,306,444 | 126% of target |
| PSUs (2024–2026) | 3‑yr cumulative Adjusted EBITDA* | 50% | CHCC‑set (not disclosed) | Measured over 3 yrs | Vest post certification; overall PSU cap 200% |
| PSUs (2024–2026) | 3‑yr cumulative Free Cash Flow* | 50% | CHCC‑set (not disclosed) | Measured over 3 yrs | Vest post certification; overall PSU cap 200% |
| PSUs TSR Modifier | 3‑yr rTSR vs S&P 500 Industrials | +/-20% | 20th/80th pct thresholds | Applied at end of period | Overall PSU cap 200% |
| RSUs | Time‑based vesting | — | — | 3 annual tranches | Alignment + retention |
| Options (Annual) | Time‑based vesting | — | — | 3 annual tranches | Upside on stock appreciation |
| Options (Founders Grant) | 4‑yr cliff vest (4/2/2028) | — | — | Single cliff vest | Retention + alignment |
AEIP metrics selected to align short‑term behaviors; PSUs align to long‑term value creation with rigorous 3‑year goals and rTSR modifier .
2024 Grants – Jessica Uhl
| Award Type | Grant Date | Quantity | Exercise/Terms | Grant Date Fair Value |
|---|---|---|---|---|
| RSUs | 5/16/2024 | 8,082 | 3‑yr annual vest (Mar 1) | $1,344,845 |
| PSUs (Target) | 5/16/2024 | 13,470 | 3‑yr performance; rTSR modifier | $2,462,990 |
| Options | 5/16/2024 | 11,695 | $166.40 strike; 3‑yr annual vest (Mar 1) | $746,726 |
| Options (Founders Grant) | 6/3/2024 | 14,161 | $170.37 strike; 4‑yr cliff (4/2/2028) | $992,544 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/3/2025) | 2,015 shares owned; 3,859 shares underlying RSUs/options exercisable/vesting within 60 days; total 5,874 |
| Unvested RSUs (12/31/2024) | 8,082 units; market value $2,658,412 |
| Unvested PSUs (12/31/2024) | 13,470 target units; market value $4,430,687 |
| Options Outstanding | 11,695 @ $166.40 (vest Mar 1, 2025–2027); 14,161 @ $170.37 (cliff Apr 2, 2028) |
| Ownership Guidelines (Execs) | 3x base salary; 5 years to comply; RSUs count; PSUs/options exclude; 50% net shares retention until compliant |
| Hedging/Pledging | Prohibited for executives and directors |
| Clawback | NYSE Rule 10D‑1 compliant recovery of excess incentive comp for restatements (prior 3 years) |
Employment Terms
| Term | Detail |
|---|---|
| Employment Start | Joined Jan 2024; President since Spin‑Off (Apr 2, 2024) |
| Offer Letter (Key Terms) | Base $1,100,000; AEIP target 100% of base; 2024 equity $3.75M (50% RSUs / 50% PSUs) |
| Severance (Offer) | Upon termination without cause/for good reason, death/disability, or change in control without comparable offer: 12 months base salary and pro‑rated AEIP if employed through Q1 |
| Executive Severance Plan (U.S.) | Standardized severance 6–18 months base; example 18 months applies to specified bands; good leaver equity continuation subject to restrictive covenants |
| Change‑in‑Control Policy | Double‑trigger; 1.5x salary + 1.5x target bonus for NEOs (2x for CEO); pro‑rated bonus; full acceleration of RSUs/options; PSUs at greater of actual or target |
| Non‑Compete/Non‑Solicit (Award Agreements) | One‑year post‑termination restrictions; country‑level “Restricted Area”; enjoinment and recoupment for breach; carve‑outs where legally impermissible |
| Clawback & Recoupment (Awards) | Misconduct/cause triggers cancellation and recoupment; policy overlays apply |
| Deferred Compensation (Restoration Plan) | 2024 credits $46,700; aggregate 12/31/2024 balance $46,700 |
Investment Implications
- Pay-for-performance alignment: AEIP paid 126% of target on strong 2024 results; long-dated PSU metrics (EBITDA/FCF) + rTSR modifier and sizeable equity mix (RSUs/options) reinforce multi‑year alignment .
- Retention risk and selling pressure: Annual vest dates (Mar 1, 2025–2027) and Founders Grant cliff on Apr 2, 2028 are potential supply overhang windows; however anti‑hedging/anti‑pledging and ownership retention rules mitigate churn .
- Change‑in‑control economics: Double‑trigger severance at 1.5x salary+bonus for NEOs with accelerated vesting could influence behavior during strategic reviews; PSUs settle at greater of actual/target, limiting downside on transaction close .
- Governance and shareholder support: 2025 Say‑on‑Pay approved (185.5M For vs 10.4M Against); annual Say‑on‑Pay frequency adopted—indicative of investor acceptance of program design .
- Performance context: Company drove $1.701B FCF and $2.035B adjusted EBITDA in 2024; stock up 135%—supportive backdrop for PSU achievement and executive incentives .
Overall, Uhl’s package emphasizes long‑term value creation with robust clawbacks, no pledging/hedging, and rigorous 3‑year performance plans; key monitoring points are annual vesting cycles (liquidity events), PSU metric attainment, and any CIC‑related developments.