Kenneth Parks
About Kenneth Parks
Kenneth Parks, 61, is Chief Financial Officer of GE Vernova, serving as CFO since the Spin-Off and previously CFO of the GE Vernova businesses from October 2023 until the Spin-Off; he is a CPA with a B.S. in Accounting from the University of Tulsa and brings 38 years of financial leadership including public-company CFO roles (Owens Corning, Mylan, Wesco) and divisional CFO/investor relations leadership at UTC . GE Vernova’s 2024 performance under the executive team saw orders of $44B, revenue of $35B, >$1B FCF improvement, backlog raised to $119B, stock up 135%, and an AEIP corporate multiplier of 126% for executives—supporting pay-for-performance alignment across cash and equity incentives . The company’s pay-versus-performance table shows 2024 total shareholder return value of a fixed $100 investment of $235 vs peer group $107, with Adjusted EBITDA of ~$2.04B and Net Income of ~$1.56B for the period used in the disclosure .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| GE Vernova | CFO of GE Vernova businesses; CFO of GE Vernova Inc. post Spin-Off | Oct 2023–Spin-Off; Spin-Off–present | Led finance through Spin-Off; current CFO of public company |
| Owens Corning (NYSE: OC) | Chief Financial Officer | Sep 2020–Sep 2023 | Public company CFO; global building materials |
| Mylan N.V. (MYLN) | Chief Financial Officer | 2016–2020 | Public company CFO; global pharma |
| Wesco International (NYSE: WCC) | Chief Financial Officer | Jun 2012–Jun 2016 | Public company CFO; distribution |
| UTC Fire & Security (United Technologies) | Divisional CFO | Prior to 2012 | Divisional finance leadership |
| United Technologies Corp. (UTC) | Director of Investor Relations | 3 years | Led through UTC CEO transition; investor relations |
| Carrier Corporation; York International | Finance roles | — | Operational finance experience |
| Coopers & Lybrand | Auditor (start of career) | — | Earned CPA; foundational finance skills |
External Roles
No external board roles or committee positions disclosed for Mr. Parks in the proxy. He is a Certified Public Accountant (CPA) .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base Salary ($) | 225,000 | 897,124 | Offer letter annual salary $900,000 |
| Bonus ($) | 2,000,000 (sign-on) | 0 | Sign-on cash subject to repayment if resigns before 2nd anniversary or for cause |
| Non-Equity Incentive (AEIP) ($) | 236,500 | 1,190,700 | AEIP corporate multiplier ranged 126%–164% of target for NEOs |
| Stock Awards ($) | 5,245,818 | 3,598,548 | RSUs/PSUs grant-date fair value (ASC 718) |
| Option Awards ($) | 0 | 1,689,531 | Includes annual stock options + Founders Grant |
| All Other Compensation ($) | 182,426 | 104,117 | Includes relocation $18,071 and tax gross-up $14,967 in 2024 |
| Target Bonus % of Base | 85% (pre Spin-Off) | 100% (post Spin-Off) | Per offer letter |
Performance Compensation
Annual Executive Incentive Plan (AEIP) – 2024 Design and Outcomes
| Metric | Weighting | Target | Actual | Payout mechanics | Notes/Vesting |
|---|---|---|---|---|---|
| Free Cash Flow* | 40% | Not disclosed | Not disclosed | AEIP payouts ranged 126%–164% of target for NEOs | Annual cash plan; capped at 200% of target |
| Adjusted EBITDA* | 40% | Not disclosed | Not disclosed | Corporate multiplier cited at 126% | Annual cash plan; capped at 200% |
| Organic Revenue Growth* | 20% | Not disclosed | Not disclosed | Individual performance 0–150% and safety/sustainability ±10 pts; overall cap 200% | Annual payout; subject to committee certification |
Long-Term Incentive (LTI) Mix and 2024 Grants
- Target LTI mix: 50% PSUs, 30% RSUs, 20% Stock Options for NEOs .
- 2024 PSU metrics: 3-year cumulative Adjusted EBITDA* (50%) and Free Cash Flow* (50%); TSR modifier ±20%; maximum 200% of target .
- RSUs: 3-year annual vesting .
- Stock options: 3-year annual vesting; Founders Grant is 4-year cliff vesting (Apr 2, 2028) .
2024 Grants of Plan-Based Awards (Parks):
| Award | Grant Date | Shares/Units | Exercise Price | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| RSU | 5/16/2024 | 7,543 | — | 1,255,155 |
| PSU (target) | 5/16/2024 | 12,572 | — | 2,298,790 |
| Stock Options | 5/16/2024 | 10,916 | 166.40 | 696,987 |
| Stock Options | 6/3/2024 | 14,161 | 170.37 | 992,544 |
| Incremental conversion value (pre-Spin awards) | 4/2/2024 | — | — | 44,603 |
Option Exercises and Stock Vested – 2024:
| Name | GE Vernova Stock Awards (RSUs/PSUs) – Shares Vested (#) | Value Realized on Vesting ($) |
|---|---|---|
| Kenneth Parks | 17,730 | 5,933,256 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 10,890 shares beneficially owned |
| Shares underlying RSUs/options (within 60 days) | 3,602 |
| Total beneficial + underlying | 14,492; <1% of outstanding |
| Pledging/Hedging | Prohibited for executive officers and directors; no shares pledged by named persons |
| Stock ownership guideline | 3x base salary for executive officers; 5-year compliance window; unvested PSUs/options excluded; as of Dec 31, 2024, CEO and all NEOs compliant or expected within 5 years |
Outstanding Equity Awards at 12/31/2024 (Parks):
| Type | Grant Date | Status | Count | Market/Terms |
|---|---|---|---|---|
| Options | 5/16/2024 | Unexercisable | 10,916 | $166.40 strike; exp 05/16/2034 |
| Options | 6/3/2024 | Unexercisable | 14,161 | $170.37 strike; exp 06/03/2034 |
| RSUs | 12/01/2023 | Unvested | 35,460 | $11,663,858 market value (at $328.93) |
| RSUs | 5/16/2024 | Unvested | 7,543 | $2,481,119 market value (at $328.93) |
| PSUs (target) | 5/16/2024 | Unearned | 12,572 | $4,135,308 market value (at $328.93) |
Vesting Schedules (Parks):
- RSU (12/01/2023): Vest in equal increments on 12/01/2025 and 12/01/2026; total 35,460 → 17,730 per tranche .
- RSU (05/16/2024): Vest in equal increments on 03/01/2025, 03/01/2026, 03/01/2027 .
- PSU (05/16/2024): Vests on 03/01/2027 upon CHCC certification of performance; TSR modifier ±20%, overall cap 200% .
- Stock Options (05/16/2024): Remaining unvested options vest in equal increments on 03/01/2025, 03/01/2026, 03/01/2027 .
- Stock Options (06/03/2024 – Founders Grant): 4-year cliff vest on 04/02/2028 .
Employment Terms
| Provision | Key terms |
|---|---|
| Offer letter (Aug 21, 2023) | At-will; eligible for annual salary $900,000; AEIP target bonus 85% of base (increasing to 100% post Spin-Off); sign-on equity awards $5,000,000 grant-date fair value, vesting 1/3 annually over 3 years; annual equity awards target $3,500,000; special cash sign-on $2,000,000 with repayment if resigns before 2nd anniversary or for cause; relocation benefits per policy |
| U.S. Executive Severance Plan | Standardized severance for U.S. executives; Mr. Parks eligible at 18-month level (lump sum base salary) with outplacement; example amount $1,350,000 on a qualifying termination at 12/31/2024 (excluding AEIP) |
| Change-in-Control (CIC) Policy | Double-trigger within 24 months post-CIC; for NEOs other than CEO: lump sum 1.5x base + 1.5x target bonus; earned prior-year bonus; pro rata bonus; full acceleration of time-based RSUs/options; PSUs assessed at ≥target or actual at CIC date with continued employment criteria; best net benefit approach (no 280G tax gross-ups) |
| Good Leaver policy | Continued vesting of prorated equity held >1 year; PSUs paid at lower of performance or target; subject to separation agreement with confidentiality, non-compete, non-solicit |
| Clawback policy | Adopted 2024; recovery of excess incentive-based compensation over prior 3 fiscal years upon restatement (Rule 10D-1/NYSE 303A.14) |
| Anti-hedging/pledging | Prohibited for executive officers and directors |
| Non-compete (CIC Release) | One-year non-compete covenant required as part of release to receive CIC severance benefits |
Potential Termination Payments (Intrinsic value at 12/31/2024):
| Scenario | Stock Options ($) | RSUs/PSUs ($) |
|---|---|---|
| Death/Disability | 4,019,546 | 18,280,285 |
| Good Leaver | — | 489,448 |
Compensation Peer Group and Governance
- Peer Group used for benchmarking (approved April 2024): ABB, Baker Hughes, Caterpillar, Cummins, Deere, Eaton, Emerson, Halliburton, Honeywell, Parker-Hannifin, Quanta Services, Schlumberger, Schneider Electric, Siemens Energy, Vestas .
- Target market alignment: compensation targets set around market median range; CHCC oversees design, metrics, and risk; emphasis on equity and capped payouts (200%) .
Investment Implications
- Strong alignment: Heavy equity mix (PSUs/RSUs/options) and ownership guidelines requiring 3x salary foster long-term alignment; pledging and hedging are prohibited, reducing misalignment risk .
- Retention vs selling pressure: Founders Grant with 2028 cliff vesting and sign-on bonus repayment until roughly August 2025 increase near-term retention; scheduled vesting in March and December 2025 (RSUs) may create routine liquidity needs for tax withholding but pledging is banned and ownership rules require holding 50% of net shares until guidelines are met, tempering selling pressure .
- Downside protections and change-in-control: Executive Severance Plan (18 months base) and CIC policy (1.5x base+bonus, equity acceleration, no gross-ups) are standard, but double-trigger CIC benefits could accelerate equity, impacting insider supply timing in a transaction scenario; the clawback adds governance discipline on incentive pay .
- Performance linkage: AEIP metrics (FCF, Adjusted EBITDA, organic revenue) and PSU metrics (3-year EBITDA/FCF with TSR modifier) tie compensation to key value drivers; 2024 corporate performance and stock appreciation under the executive team support pay outcomes (AEIP corporate multiplier 126%) .