Matthew Harris
About Matthew Harris
Matthew Harris, 64, is an independent Class II director at GE Vernova (GEV) since April 2024, serving on the Audit Committee and the Safety & Sustainability Committee; the Board has determined he is independent and an “audit committee financial expert.” He is a Founding Partner of Global Infrastructure Partners (GIP) with decades in energy and infrastructure investing, and holds a bachelor’s degree in political science from UCLA . In 2024 the Board held six meetings and each director, including Harris, attended at least 75% of Board and committee meetings on which they served .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Infrastructure Partners (GIP) | Founding Partner | Since 2006 | Infrastructure and energy investing; capital formation and decarbonization focus |
| Credit Suisse First Boston | Co-Head, Global Energy Group; Head, EMEA Emerging Markets Group | 1994–2005 | Energy investment leadership; emerging markets coverage |
| Kidder Peabody & Co. | Senior member, M&A Group | 1984–1994 | M&A execution |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Columbia University Center for Global Energy Policy | Chairman, Advisory Board | Current | Energy policy leadership |
| Columbia University Climate School | Advisory Board Member | Current | Climate advisory |
| UCLA College of Social Sciences | Dean’s Advisory Board Member | Current | Academic advisory |
| Pioneer Works | Director | Current | Non-profit board |
| World Wildlife Fund | Director | Current | Sustainability leadership |
Board Governance
- Independence: Board determined Harris is independent; all members of Audit, Compensation & Human Capital (CHCC), and Nominating & Governance Committees are independent .
- Committee assignments:
- Audit Committee: Member; 8 meetings in 2024; Board determined Harris qualifies as an “audit committee financial expert” .
- Safety & Sustainability Committee: Member; 5 meetings in 2024 .
- Attendance: In 2024, Board held 6 meetings; Board committees held 22 meetings. Each director attended ≥75% of Board and applicable committee meetings .
- Board structure: Classified board (sunsets by 2029); Harris is Class II (term expires at the 2026 annual meeting) .
- Leadership: Independent, non-executive Chair (Steve Angel) and separate CEO roles; independent chairs lead all committees .
| Committee | Role | 2024 Meetings | Independence | Notes |
|---|---|---|---|---|
| Audit | Member | 8 | 100% independent | Harris designated “audit committee financial expert” |
| Safety & Sustainability | Member | 5 | 100% independent | Oversight of EHS and sustainability disclosures |
| Attendance Metric | Value |
|---|---|
| Board meetings held (2024) | 6 |
| Committee meetings held (aggregate, 2024) | 22 |
| Harris attendance | ≥75% of Board and committee meetings |
Fixed Compensation
Program design (non-employee directors):
| Component | Terms |
|---|---|
| Annual cash retainer | $140,000; Chair of the Board additional $180,000 |
| Committee chair fees | Audit $30,000; CHCC $25,000; Nominating & Governance $20,000; Safety & Sustainability $20,000 |
| Annual RSU grant | $185,000 grant-date award value; 1,329 RSUs granted May 16, 2024 (award value ÷ $139.2059 30-day average price post spin) |
| RSU fair value (accounting) | $221,146 grant-date fair value (based on $166.40 closing price on grant date) |
| Vesting | Earliest of next annual meeting, first anniversary, change in control, disability or death (continuous service required) |
| Deferral | Directors allowed to defer 100% of equity grants; payable 30 days after end of Board service; accrues dividend equivalents |
| Stock ownership requirement | $700,000 (5× cash retainer) within 5 years of joining Board |
Matthew Harris – 2024 director compensation:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Matthew Harris | 127,500 | 221,146 | 0 | 348,646 |
Notes:
- All non-employee directors received the same RSU award (1,329 RSUs on May 16, 2024); each director elected to defer the award .
- Cash retainers prorated for partial year service; committee chair fees apply only to chairs (Harris is a member, not a chair) .
Performance Compensation
Non-employee director awards are not performance-conditioned; RSUs vest based on time/service and specified triggers (no revenue/EBITDA/TSR metrics). The proxy’s performance metrics apply to executive officers, not directors .
| Director Award | Performance Metric | Weighting | Max Payout | Vesting |
|---|---|---|---|---|
| Annual RSUs | None (time-based) | N/A | N/A | Earliest of next annual meeting, 1-year anniversary, CIC, disability/death |
Other Directorships & Interlocks
| Company | Role | Current/Prior | Committee Roles |
|---|---|---|---|
| GE Vernova | Director | Current | Audit; Safety & Sustainability |
| EnLink Midstream LLC | Director | Prior | Not disclosed |
| Hess Midstream Partners | Director | Prior | Not disclosed |
- Compensation Committee interlocks: Company disclosed no CHCC interlocks or insider participation in 2024 .
Expertise & Qualifications
- Skills highlighted: Energy; Technology & Innovation; Executive Experience; Finance & Accounting .
- Board skills matrix identifies Harris’s applicable skills and director demographics/tenure (tenure 1 year in 2024) .
Equity Ownership
| Holder | Shares Beneficially Owned | Shares Underlying RSUs/Options (within 60 days) | Total Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|---|---|
| Matthew Harris | 695 | 0 | 695 | <1%* | RSUs (1,329) were deferred and not counted; no shares pledged |
Additional alignment & restrictions:
- Anti-hedging/anti-pledging: Directors and executives prohibited from hedging or pledging Company stock .
- Director stock ownership guideline: $700,000; 5 years to comply .
- Section 16(a) reporting: Company believes all officers and directors satisfied filing requirements timely in 2024 .
Governance Assessment
- Board effectiveness and oversight: Harris sits on two core oversight committees—Audit (financial reporting, controls, related-party review, cybersecurity, ERM) and Safety & Sustainability (EHS programs, ESG disclosures), supporting risk governance breadth .
- Independence and expertise: Board determined Harris is independent and an audit committee financial expert; CHCC and other committees fully independent, with heightened independence standards for Audit and CHCC .
- Engagement and attendance: The Board met six times and committees met 22 times in 2024; Harris met the ≥75% attendance threshold, and the Board conducted orientation, ongoing education, and site visits, indicating active engagement .
- Compensation alignment for directors: Standardized cash retainer and single annual RSU award with deferral option and robust ownership guidelines; no performance-conditioned director pay, reducing risk of misaligned short-term incentives .
- Ownership/insider policy: Harris beneficially owns 695 shares (non-pledged) with deferred RSUs; anti-hedging/pledging policies in place support alignment and risk mitigation .
- Related-party/conflicts: Audit Committee oversees related-person transactions; the proxy’s related-party section does not identify transactions involving Harris. The Nominating & Governance Committee resolves conflict questions involving directors, providing structural safeguards .
- Shareholder signals: 2025 Say-on-Pay passed (185.5M for vs. 10.4M against), and shareholders supported annual Say-on-Pay frequency; director nominees received strong support, indicating investor confidence in governance .
RED FLAGS
- Shares pledged: None for Harris (and the Company prohibits pledging) .
- Compensation interlocks: None disclosed for CHCC (and Harris is not on CHCC) .
- Attendance: Met ≥75% threshold (no low-attendance flag) .
- Related-party transactions: None disclosed involving Harris; Audit Committee reviews any such transactions .
Overall, Harris’s independent status, audit financial expert designation, dual committee roles (Audit and Safety & Sustainability), ≥75% attendance, and non-pledged ownership under strict anti-hedging/pledging policies support investor confidence in board governance and risk oversight .