Jesus Malave
About Jesus Malave
Independent director since April 2024; age 56. Currently Chief Financial Officer of Lockheed Martin Corporation; previously held senior finance roles at L3Harris, UTC’s Carrier, and UTC Aerospace Systems. Education: B.A. in Mathematics (University of Connecticut), M.S. in Accounting (University of Hartford), J.D. (University of Connecticut School of Law). Serves on GE Vernova’s Audit and Compensation & Human Capital Committees; the Board assessed him as independent and as an Audit Committee “financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lockheed Martin (NYSE: LMT) | Chief Financial Officer | Jan 2022 – Present | Senior financial leadership; operations and risk responsibilities |
| L3Harris Technologies (NYSE: LHX) | SVP & Chief Financial Officer | Jun 2019 – Jan 2022 | Senior finance leadership |
| UTC’s Carrier (RTX) | VP & Chief Financial Officer | Apr 2018 – Jun 2019 | Senior finance leadership |
| UTC Aerospace Systems (RTX) | Chief Financial Officer | Jan 2015 – Apr 2018 | Senior finance leadership |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| GE Vernova | Director | Apr 2024 – Present |
| Public company boards (other than GEV) | None | — |
Board Governance
- Committees: Audit (member), Compensation & Human Capital (member). Audit met 8 times in 2024; CHCC met 5 times; all members of these committees were independent (100%). The Board determined Malave qualifies as an “audit committee financial expert.”
- Independence: Board determined Jesus Malave is independent.
- Attendance: In 2024, each director attended at least 75% of aggregate Board and applicable committee meetings; Board held six meetings and committees held 22 in total.
- Board engagement: Directors conducted site visits and ongoing education; the Board visited research and manufacturing sites and planned additional visits.
Fixed Compensation
| Component | Detail | 2024 Value |
|---|---|---|
| Cash retainer | Annual non‑employee director retainer (prorated for service starting Apr 2, 2024) | $105,000 |
| Equity grant (RSUs) | 1,329 RSUs granted May 16, 2024; annual award value $185,000 translated at $139.2059 30‑day average from spin‑off; grant-date fair value based on $166.40 closing price | $221,146 stock award value; 1,329 RSUs |
| Other compensation | Matching gifts, per director program; Malave had none reported | $0 |
| Total | Fees + Stock + Other | $326,146 |
Key program terms:
- RSU vesting: earlier of next annual meeting, first anniversary, change‑in‑control, or termination due to disability/death, subject to service.
- Deferrals: Directors could defer 100% of equity; in 2024 all non‑employee directors elected to defer awards; payable 30 days after cessation of Board service; accrues dividend equivalents (cash upon delivery).
- Chair/member fees: Additional cash retainers only for committee chairs; no membership fees; Audit Chair $30,000; CHCC Chair $25,000; Nominating Chair $20,000; Safety & Sustainability Chair $20,000; Board Chair +$180,000.
Performance Compensation
| Incentive Type | Metrics | Payout/Structure |
|---|---|---|
| Director equity | None (time‑based RSUs; no performance metrics for director awards) | Time‑based vesting; deferrable at election |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Disclosure |
|---|---|---|
| Lockheed Martin | CFO (executive role; not a directorship) | No related‑party transactions involving Malave disclosed; Board reviews and approves related‑person transactions >$120,000 via Audit Committee policy |
No shared directorships for Malave with competitors/suppliers/customers were disclosed.
Expertise & Qualifications
- Skills: Risk management; finance & accounting; manufacturing & operations; executive experience. Age: 56. Tenure on GEV Board: director since April 2024.
- Audit Committee “financial expert” designation.
- Education: B.A. Mathematics (UConn); M.S. Accounting (Univ. of Hartford); J.D. (UConn School of Law).
Equity Ownership
| Holder | Shares Beneficially Owned | Shares Underlying RSUs/Options (within 60 days) | Total Beneficial | % Outstanding |
|---|---|---|---|---|
| Jesus Malave | 18 | 0 (deferred RSUs not included) | 18 | <1% (*) |
Additional alignment/controls:
- No shares pledged as security by named persons.
- Director stock ownership guideline: $700,000 (5× cash retainer); 5 years to attain; unvested RSUs count; PSUs/options do not.
- Anti‑hedging/anti‑pledging: Directors prohibited from hedging or pledging Company stock.
- Section 16 compliance: All officers/directors filed ownership reports timely in 2024.
Governance Assessment
- Board effectiveness: Dual committee service (Audit; CHCC) plus “financial expert” status supports strong oversight of reporting integrity, compensation design, and human capital strategy. Committee independence and structured charters (risk allocation; cybersecurity; ERM; stock ownership and clawback oversight) bolster investor confidence.
- Independence & attendance: Board determined Malave is independent; directors met attendance expectations; Board maintained non‑executive independent Chair and regular executive sessions—positive governance signals.
- Alignment: Malave’s equity grant (deferrable RSUs) and robust director ownership guideline drive skin‑in‑the‑game over his 5‑year compliance window; anti‑hedging/pledging policy reduces misalignment risk.
- Conflicts/related‑party: No related‑party transactions involving Malave disclosed; Audit Committee reviews related‑person transactions and independence annually.
- Red flags: None identified—no pledging/hedging, no disclosed related‑party exposure, and timely Section 16 filings. Monitor future ownership growth versus $700,000 guideline for alignment over time.