Martina Hund-Mejean
About Martina Hund-Mejean
Independent Class II director (since May 16, 2024), age 64, and Audit Committee Chair at GE Vernova (GEV). Former CFO of Mastercard with deep finance, risk management, technology, and executive leadership credentials; the Board identifies her as an “audit committee financial expert.” Education: Master’s in Economics (University of Freiburg) and MBA (UVA Darden) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mastercard Inc. | Chief Financial Officer | 2007–2019 | Senior financial leadership with responsibilities spanning strategy, M&A, integration, operations, technology, and risk management . |
| Tyco International Ltd. | SVP & Treasurer | 2002–2007 | Corporate finance and treasury leadership . |
| Lucent Technologies Inc. | SVP & Treasurer | 2000–2002 | Corporate finance and treasury leadership . |
| General Motors Company | Finance roles of increasing responsibility | 1988–2000 | Broad operational finance experience . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Prudential Financial, Inc. | Director | Current | Public company board . |
| Colgate-Palmolive Company | Director | Current | Public company board . |
| Shell PLC | Director | Past | Public company board . |
| Darden School Foundation (UVA) | Trustee; Former Chair | Current | Non-profit governance . |
| Council on Foreign Relations; American Council on Germany | Member | Current | Policy affiliations . |
| Mastercard Impact Fund | Chair | Current | Philanthropic leadership . |
Board Governance
| Committee | Role | 2024 Meetings | Selected Oversight Responsibilities |
|---|---|---|---|
| Audit | Chair | 8 | Financial reporting, auditor independence/selection, internal audit, internal controls, related-person transactions, ERM, cybersecurity, quarterly earnings release approach; Board determined multiple members (incl. Hund-Mejean) qualify as “audit committee financial expert” . |
| Compensation & Human Capital (CHCC) | Member | 5 | Executive pay philosophy, incentive metrics and caps, succession planning, human capital strategy, stock ownership/clawback compliance; independent consultant Pay Governance engaged; no conflicts . |
- Independence: Board determined Martina Hund‑Mejean is independent under NYSE rules; 8 of 9 directors are independent .
- Attendance: In 2024 the Board held 6 meetings and committees held 22; each director attended at least 75% of Board and committee meetings for which they served .
- Board engagement: Directors conducted site visits to Advanced Research and manufacturing facilities; continued education and strategy reviews; robust stockholder outreach covering ~41% of outstanding shares .
- Risk oversight: Audit Committee covers ERM and cybersecurity annually; CHCC and Safety & Sustainability committees oversee human capital and ESG; Nominating & Governance resolves conflicts and reviews director compensation practices .
- Overboarding policy: Non-executive directors generally limited to ≤3 other public boards; Audit Committee members limited to ≤3–4 audit committees depending on qualifications .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $140,000 | Program rate . |
| Audit Committee Chair fee | $30,000 | Additional annual cash retainer for Audit Chair . |
| 2024 Fees Earned (actual) | $87,692 | Prorated given start date May 16, 2024 . |
| 2024 Stock Awards (grant-date fair value) | $221,146 | Annual RSUs for directors granted May 16, 2024 . |
| Other Compensation (matching gifts) | $5,000 | GE Vernova Foundation match . |
| 2024 Total Director Compensation (actual) | $313,838 | Sum of components above . |
Performance Compensation
| Equity Element | Terms | Quantitative Details |
|---|---|---|
| Annual RSU grant | Time-based vesting; aligns director interests | $185,000 award value, translated to 1,329 RSUs using 30-day average price of $139.2059 at spin date; grant-date fair value per share $166.40; vests on earliest of next annual meeting or 1-year anniversary, or upon change-in-control, disability or death, subject to service . |
| Deferral elections | Long-term alignment; dividend equivalents accrue | Directors could defer 100% of equity grants; payable in shares 30 days after cessation; in Dec 2024, Board approved option to elect RSUs in lieu of annual cash retainer (excl. chair fees) starting FY2025, with deferral available . |
| Performance metrics | None for director equity | No performance-based metrics tied to non-employee director compensation disclosed . |
Other Directorships & Interlocks
| Company | Sector Relationship to GEV | Potential Interlock Notes |
|---|---|---|
| Prudential Financial; Colgate-Palmolive | Financial services; Consumer products | No supplier/customer overlap disclosed; director independence affirmed by Board . |
| Shell PLC (past) | Energy | Prior energy board experience; no current related-party transactions disclosed . |
- Policy guardrails: Nominating & Governance Committee oversees conflicts and independence; Audit Committee reviews and approves related-person transactions per policy .
- Compliance: No pledging or hedging permitted for directors; communication channels to independent directors available .
Expertise & Qualifications
- Finance & Accounting; Risk Management; Technology & Innovation; Executive Experience—explicitly identified in GEV’s director skills matrix .
- Audit committee financial expert designation by Board .
- Education: Master’s in Economics (University of Freiburg, Germany); MBA (UVA Darden) .
Equity Ownership
| Item | Amount / Status | Notes |
|---|---|---|
| Shares beneficially owned (3/3/2025) | 213 | <1% of outstanding shares; address: c/o GEV, 58 Charles St., Cambridge, MA . |
| RSUs granted (2024 director award) | 1,329 | Directors elected to defer; deferred RSUs not counted in beneficial ownership table; vesting terms as noted above . |
| Ownership guidelines | $700,000 requirement | Equals 5x cash retainer; 5 years to attain; robust retention requirements . |
| Pledging/Hedging | Prohibited | Anti-hedging and anti-pledging policy for directors and executives . |
| Section 16 compliance | Timely | Company states all Section 16 filings were satisfied on a timely basis in 2024 . |
Governance Assessment
- Strengths: Independent director; Audit Chair; Board-designated audit committee financial expert; rigorous committee charters with clear ERM/cyber oversight; robust director ownership guidelines and clawbacks; anti-hedging/pledging; formal overboarding limits; demonstrated board engagement via site visits and investor outreach .
- Alignment: Director equity is time-based RSUs with optional deferral and required ownership thresholds, enhancing long-term alignment without encouraging short-term risk-taking .
- Independence/Conflicts: Board affirms independence; no related-party transactions involving Martina disclosed; Audit Committee directly oversees related-person transactions .
- Attendance/Engagement: All directors met ≥75% attendance; committee cadence (Audit 8; CHCC 5) indicates active oversight; Martina signed Audit Committee Report, evidencing engagement in auditor independence and financial reporting oversight .
- RED FLAGS: None disclosed specific to Martina. Potential time-commitment risk mitigated by GEV’s overboarding policy (≤3 other public boards for non-executives) and committee audit limits; her current public boards (Prudential, Colgate) remain within policy parameters .