Maví Zingoni
About Maví Zingoni
Maví Zingoni, 51, is Chief Executive Officer, Power at GE Vernova Inc. (GEV), serving since the Spin-Off and previously leading the GE Vernova Power businesses from January 2023 until the Spin-Off; she spent 1999–2022 at Repsol in senior leadership roles across energy and finance. She is a National Public Accountant (National University of Comahue, Argentina), holds an Executive MBA (IAE Business School, Universidad Austral), and completed the Advanced Management Program at Chicago Booth . Under her remit, Power delivered 2024 EBITDA of $2,268M and 7% organic revenue growth; Power’s AEIP segment payouts were 118% for FCF, 135% for EBITDA, and 134% for organic revenue, while Total Company results were FCF $1,701M (170%), Adjusted EBITDA $2,035M (104%), and organic revenue growth 7% (131%). GEV’s stock price increased 135% in 2024 and a fixed $100 investment tracked to $235 (company TSR) for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Repsol | Executive Managing Director Client and Low Carbon Generation | 2021–2022 | Led low-carbon generation and client businesses; member of Repsol Executive Committee |
| Repsol | Executive Managing Director Commercial Businesses and Chemistry | 2019–2020 | Led commercial and chemical businesses; executive leadership of multi-energy operations |
| Repsol | Various leadership roles across energy and finance | 1999–2018 | Progressive leadership across Repsol’s energy value chain and finance |
| GE Vernova businesses | CEO, Power (pre-Spin-Off) | Jan 2023–Apr 2024 | Established Power segment leadership ahead of Spin-Off |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Club Español de la Energía | Leadership roles | n/a | Non-profit dedicated to energy issues |
| Universidad Austral (Buenos Aires) | Advisory Board Member | n/a | Advisory role at Universidad Austral |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $1,114,111 | $1,114,460 |
| Target AEIP (% of Salary) | 100% | 100% |
| Sign-on Bonus ($/€) | $1,531,633 (paid 2023) | $506,376 (paid 2024) |
| Cash compensation currency | Paid in Euros; converted at ~$1.08/€ | Paid in Euros; converted at ~$1.08/€ |
| All Other Compensation ($) | $163,761 | $156,552 |
| Retirement contributions (Company) | Eligible under Spain plan; contributions up to 10% of eligible pay if elected | $114,331 Company contributions; car/lunch allowance and other Spain-standard benefits |
Performance Compensation
Annual Executive Incentive Plan (AEIP) — 2024 Structure and Outcome
| Component | Detail | Zingoni-Specific |
|---|---|---|
| AEIP Weighting | 20% Total Company; 80% Power segment | Applies to Ms. Zingoni |
| Corporate Metrics & Results | FCF threshold $500M/target $1,000M/max $2,000M; actual $1,701M (170%); Adjusted EBITDA threshold $1,500M/target $2,000M/max $3,000M; actual $2,035M (104%); Organic revenue growth threshold 2.5%/target 5%/max 10%; actual 7% (131%) | 20% weighting to corporate |
| Segment Metrics (Power) | FCF, EBITDA, Organic revenue growth weighted 40%/40%/20%; payout levels 118% (FCF), 135% (EBITDA), 134% (Organic revenue); segment EBITDA $2,268M; segment organic revenue growth 7% (targets undisclosed) | 80% weighting to segment |
| Safety & Sustainability Modifier | Applied ±10 pts; for Power, modifier was −2% | −2% to Zingoni’s AEIP payout |
| Individual Performance Factor (IPF) | Up to 150%; CHCC approved 105% for Zingoni (leadership establishing Power segment, significant orders growth and segment financial performance) | 105% |
| 2024 AEIP Payout ($) | N/A | $1,497,834; 134% of target |
2024 Long-Term Incentive (LTI) Grants
| Grant Type | Grant Date | Shares / Options (#) | Exercise Price | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|---|
| PSUs (2023 PSU incremental valuation recognized in 2024) | 3/6/2024 | Target 8,085 (threshold 6,468; max 9,702) | — | $1,245,386 | End of 2024–2026 period; company metrics; payout 50–200% of target; rTSR modifier ±20% vs S&P 500 Industrials |
| RSUs (Annual) | 5/16/2024 | 5,388 | — | $896,563 | Vests Mar 1, 2025/2026/2027 |
| PSUs (Annual) | 5/16/2024 | Target 8,980 (threshold 1,796; max 17,960) | — | $1,641,993 | Vests Mar 1, 2027, subject to performance certification |
| Stock Options (Annual) | 5/16/2024 | 7,797 | $166.40 | $497,838 | Equal increments Mar 1, 2025/2026/2027 |
| Stock Options (Annual) | 6/3/2024 | 14,161 | $170.37 | $992,544 | Vests Apr 2, 2028 |
| 2024 LTI Target Mix | N/A | 50% PSUs / 30% RSUs / 20% Options | — | N/A | Multi-year vesting; 3-year cumulative Adjusted EBITDA and FCF; rTSR modifier |
| April 2024 LTI Target Change | N/A | Zingoni target increased from $1.8M to $2.5M (+39%) | — | N/A | Reflects post-Spin-Off role and retention |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/3/2025) | 18,803 shares beneficially owned; 2,573 shares underlying RSUs/options acquirable within 60 days; total 21,376; <1% of shares outstanding; no shares pledged |
| Outstanding Unvested Awards (12/31/2024) | RSUs: 53,910 ($17,732,616); 13,493 ($4,438,252); 5,388 ($1,772,275); 18,191 ($5,983,566). PSUs: 8,980 ($2,953,791). Options: 7,797 ($166.40, exp. 5/16/2034); 14,161 ($170.37, exp. 6/3/2034). Market value calculated using $328.93 closing price on 12/31/2024 |
| Upcoming Vesting Milestones | RSUs vest Mar 1, 2025/2026/2027; PSUs vest Mar 1, 2027 subject to performance; options vest Mar 1, 2025/2026/2027 and Apr 2, 2028 |
| Stock Ownership Guidelines | Executives must hold 3x base salary; RSUs count; PSUs and options do not; five years to comply; as of 12/31/2024 CEO and all NEOs were in compliance or expected to be within five years |
| Hedging/Pledging | Hedging and pledging of company stock prohibited |
Vesting Schedule Detail (Selected Awards)
| Date | Instrument | Shares/Units (#) | Notes |
|---|---|---|---|
| Mar 1, 2025 | Options (5/16/2024 grant) | Portion of 7,797 | Equal annual tranches through 2027 |
| Mar 1, 2026 | Options (5/16/2024 grant) | Portion of 7,797 | Equal annual tranches through 2027 |
| Mar 1, 2027 | Options (5/16/2024 grant) | Portion of 7,797 | Final tranche |
| Apr 2, 2028 | Options (6/3/2024 grant) | 14,161 | Single vest date |
| Mar 1, 2025/2026/2027 | RSUs (5/16/2024 grant) | 5,388 | Equal tranches |
| Mar 1, 2026 | RSUs (converted 2023 PSUs) | 18,191 | Vest on Mar 1, 2026 |
| Feb 9, 2025/2026 | RSUs (2/9/2023 grant) | 53,910 | Equal tranches |
| Mar 1, 2027 | PSUs (5/16/2024 grant) | 8,980 target | Subject to performance certification |
Employment Terms
| Provision | Terms |
|---|---|
| Agreement | Local law employment agreement dated Sep 23, 2022 (Spain) |
| Base Salary | €1,030,000; AEIP target 100% of base |
| Sign-on Equity | $3.5M grant; 50% vest on 2nd anniversary, 50% on 3rd; accelerated vesting upon termination without cause or mutual separation |
| Annual Equity Awards | $1.8M target (prior to Apr 2024 increase); increased LTI target to $2.5M in Apr 2024 (+39%) |
| Sign-on Cash | €1,416,000 within 30 days of start; €468,000 at first anniversary; repayment if resigns before first anniversary or for cause |
| Non-compete | 12 months post-contractual noncompetition; compensation equal to 60% of gross annual fixed remuneration, paid monthly; illustrative value ~$670,000 if termination on 12/31/2024 |
| Termination Benefit (local law) | Potential 33 days’ pay per year of service (salary + bonus), subject to eligibility |
| Good Leaver Policy | Equity held <1 year forfeited; >1 year prorated continued vesting; PSUs pay lesser of actual or target; requires separation agreement with restrictive covenants |
| Change-in-Control (CIC) Policy (U.S. executives) | Double-trigger; 150% salary+150% target bonus (200% for CEO) if terminated without cause/for good reason within 24 months post-CIC; earned bonus, pro-rata bonus, time-based equity acceleration; performance awards deemed achieved at ≥target or actual; no tax gross-ups; best-net-benefit 280G cutback |
| Clawback | Recovery of excess incentive-based compensation for restatements per NYSE Rule 10D-1 |
| Perquisites | Spain-based car allowance, lunch allowance, and other standard local benefits; Company retirement contributions |
Compensation Summary (Multi-Year)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $1,114,111 | $1,114,460 |
| Bonus ($) | $1,531,633 (sign-on) | $506,376 (sign-on) |
| Stock Awards ($) | $4,720,501 | $3,856,590 |
| Option Awards ($) | $0 | $1,490,382 |
| Non-Equity Incentive ($) | $1,348,074 | $1,497,834 |
| All Other Compensation ($) | $163,761 | $156,552 |
| Total ($) | $8,878,080 | $8,622,193 |
Board Governance (applicable policies)
- Executive stock ownership guidelines (3x salary for executive officers); compliance or expected compliance within 5 years; PSUs/options do not count .
- Prohibitions on hedging and pledging by executives and directors .
- Compensation governance with independent consultant (Pay Governance); CHCC oversight, capped payouts, clawback, double-trigger CIC .
Investment Implications
- Pay-for-performance alignment: AEIP tied 80% to Power metrics under Zingoni’s control, with strong segment outcomes (EBITDA payout 135%, organic revenue payout 134%) leading to 134% of target AEIP payout; LTI is majority PSUs with rigorous 3-year Adjusted EBITDA and FCF and rTSR modifier, reinforcing long-term value creation .
- Retention and selling pressure: Significant unvested RSUs and options with multi-year schedules (Mar 2025/2026/2027; Apr 2028) suggest ongoing retention hooks; upcoming March 1 vest dates can create mechanical selling pressure, though guidelines require holding 50% of net shares until compliance thresholds are met, mitigating near-term supply .
- Alignment and risk controls: No pledged shares; hedging banned; clawback policy in place; double-trigger CIC without tax gross-ups reduces windfall risk and aligns with best practices .
- Execution track record: Power delivered 2024 EBITDA of $2,268M and 7% organic growth amid broader company momentum (orders $44B, FCF $1.7B); CHCC’s 105% IPF reflects leadership impact, a positive signal for segment execution continuity .