Scott Strazik
About Scott Strazik
Scott Strazik (age 46) is Chief Executive Officer of GE Vernova and a director since April 2024. He holds a B.S. in Industrial Labor Relations from Cornell and a master’s from Columbia SIPA (Economics & Public Policy) . In 2024, GE Vernova delivered $35B in revenue, $2.035B Adjusted EBITDA, and $1.701B free cash flow as an independent company; the stock price rose 135% in 2024 with a $90.8B year‑end market cap, reflecting strong execution under his leadership .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| GE Vernova Inc. | CEO (public company) | Apr 2024 – Present | Led standalone strategy and capital framework post spin, delivering multi‑segment margin expansion and FCF growth . |
| GE Vernova (pre‑IPO) | CEO | Nov 2021 – Apr 2024 | Built portfolio focus and operating cadence for public listing . |
| GE Gas Power | CEO | 2018 – Oct 2021 | Launched HA gas turbine line; drove services strength in gas fleet . |
| GE Power Services | President & CEO | 2017 – 2018 | Services turnaround focus and cash generation . |
| GE Gas Power Systems | Sales & Commercial Leader | Jul 2016 – Oct 2017 | Commercial discipline and underwriting improvements . |
| GE Gas Power Systems | CFO | Jul 2013 – Jun 2016 | Cost/quality and portfolio profitability management . |
| GE Aviation | CFO, Commercial Engine Operations | May 2011 – Jun 2013 | Large program finance discipline and capital allocation . |
External Roles
| Organization | Role | Years |
|---|---|---|
| GE Vernova Inc. | Director | 2024 – Present |
| Other public company boards | — | None |
Fixed Compensation
| Component | 2024 Detail | Notes |
|---|---|---|
| Base Salary | $1,450,000 | Increased 16% post‑spin recognizing CEO of a public company (from $1.25M to $1.45M) . |
| Director Fees | $0 | No pay for board service as CEO . |
| Perquisites (selected) | Aircraft personal use: $64,825; Security: $52,277 | Aircraft use capped at $150,000 incremental cost per year; financial planning capped $45k over 3 years . |
Performance Compensation
Annual Executive Incentive Plan (AEIP) – Design and Results
| Metric (Corporate) | Weight | Threshold | Target | Maximum | 2024 Actual | Payout Level |
|---|---|---|---|---|---|---|
| Free Cash Flow (Non‑GAAP) | 40% | $500MM | $1,000MM | $2,000MM | $1,701MM | 170% |
| Adjusted EBITDA (Non‑GAAP) | 40% | $1,500MM | $2,000MM | $3,000MM | $2,035MM | 104% |
| Organic Revenue Growth | 20% | 2.5% | 5% | 10% | 7% | 131% |
| AEIP Component (CEO) | Value |
|---|---|
| Target AEIP % of Base | 135% (raised from 100% post‑spin) |
| Business Performance Factor | 136% |
| Safety & Sustainability Modifier | −10% (due to 2024 safety outcomes, despite sustainability progress) |
| Individual Performance Factor (IPF) | 130% |
| Final Payout | $3,206,385 (164% of target) |
Notes: AEIP metrics are 100% corporate for CEO; safety/sustainability modifier range ±10% .
Long‑Term Incentives (LTI) – Structure and 2024 Grants
| Instrument | Design | 2024 CEO Grant Detail |
|---|---|---|
| PSUs | 3‑yr cumulative: 50% Adjusted EBITDA, 50% Free Cash Flow; ±20% rTSR modifier vs S&P 500 Industrials; 0–200% payout; vests after certification . | 34,123 target PSUs granted 5/16/24 . |
| RSUs | Time‑based, 3 equal annual tranches . | 20,474 RSUs granted 5/16/24 . |
| Stock Options | Time‑based, 3 equal annual tranches; 10‑yr term . | 29,628 options @ $166.40 (5/16/24) . |
| Founders Grant (one‑time options) | 4‑yr cliff vesting on 4/2/2028; spin‑related retention and alignment . | 42,481 options @ $170.37 (6/3/24); grant value ~$3.0M . |
Additional LTI context:
- 2024 CEO target LTI increased to $9.5M (from $6.0M in 2023; +58%) to calibrate for public CEO role; one‑time Founders Grant in addition .
- 2023 GE PSUs for certain executives (incl. Strazik) were certified by GE MDCC for 2023 at 175% and 2024–2025 at 100% with a 1.2× TSR modifier; accounting drove incremental 2024 SCT expense disclosure (target shares unchanged) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/3/2025) | 85,766 shares owned; 242,666 underlying RSUs/options exercisable/vestable within 60 days; total 328,432; <1% of shares outstanding . |
| Anti‑Hedging/Pledging | Execs and directors prohibited from hedging or pledging company stock . |
| Ownership Guidelines | CEO: 6× base salary; compliance required within 5 years; CEO and NEOs in compliance or on track as of 12/31/2024 . |
| 2024 Vesting/Exercises | Options exercised: 14,832 ($779,088 value); GE Vernova RSUs vested: 73,337 ($14.31M value) . |
| Outstanding Awards (12/31/2024) | Examples: Options (multiple grants; 2015–2024 incl. 29,628 @ $166.40; 42,481 @ $170.37), RSUs (e.g., 20,474 from 5/16/24), PSUs (34,123 target from 5/16/24) . |
Employment Terms
| Topic | Key terms |
|---|---|
| Executive Severance (U.S.) | CEO eligible for 18 months base salary lump sum upon qualifying separation (position elim./not for cause and no suitable position); pro‑rated bonus based on actual performance; requires separation agreement . |
| Good Leaver Policy | Pro‑rated continued vesting for equity held >1 year; PSUs pay at lesser of actual or target; requires restrictive covenants; company discretion; not for cause/performance dismissals . |
| Change‑in‑Control (CIC) | Double‑trigger: CEO receives 2× (base + target bonus) plus pro‑rated current‑year bonus upon termination without cause/for good reason within 24 months post‑CIC; time‑based equity vests; PSUs measured to CIC date at ≥target/actual; 280G “best‑net” cutback; no tax gross‑ups . |
| Non‑Compete/Non‑Solicit | Required in equity agreements (1‑year post‑termination restrictions in many jurisdictions) and as a CIC release condition . |
| Clawback | NYSE/SEC‑aligned clawback of excess incentive comp upon restatement; grant‑level recoupment provisions also apply . |
| Pensions | Legacy GE plans (closed) for Strazik only: present value as of 12/31/2024: Pension Plan $599,443; Supplementary Pension $2,672,017; Executive Retirement Benefit $618,183 . |
Board Governance and Service
- Role: Director since 2024; not independent; no committee memberships .
- Leadership structure: Independent, non‑executive Chair (Steve Angel); roles of Chair and CEO are separated; committees chaired by independents .
- Board composition: 8 independent/1 not independent; all four committees 100% independent .
- Meeting attendance: Board held 6 meetings; all directors attended ≥75% of meetings/committees served .
- Director pay for CEO: none for board service .
Compensation Committee & Peer Benchmarking
- Philosophy: Market‑based pay with strong at‑risk mix; CEO target pay ~89% variable; majority equity; pay targets around market median range .
- Peer Group (Apr 2024): ABB, Baker Hughes, Caterpillar, Cummins, Deere, Eaton, Emerson, Halliburton, Honeywell, Parker‑Hannifin, Quanta, Schlumberger, Schneider Electric, Siemens Energy, Vestas .
Performance & Track Record
- 2024 highlights: $44B orders, $35B revenue, backlog $119B, multi‑segment margin expansion, FCF >$1B YoY improvement; Wind loss reduction; Gas Power strength aided by AI‑related data center demand; Electrification growth in grid components; increased R&D and AI investment .
- Investor engagement: Outreach to holders representing ~41% of shares; discussions included executive compensation and strategy .
Compensation Structure Analysis
- Mix shift upward for public CEO role: Base salary +16% post‑spin; target AEIP to 135% (from 100%); target LTI +58% to $9.5M; one‑time Founders Grant (options) for retention/alignment .
- Pay for performance: Corporate AEIP results produced 136% business factor; safety/sustainability modifier −10%; IPF 130%; net 164% payout .
- Long‑term rigor: PSUs tied to cumulative FCF and Adjusted EBITDA with rTSR modifier; capped at 200% .
- Governance safeguards: No hedging/pledging; no CIC gross‑ups; clawback policy; independent CHCC with independent consultant (Pay Governance) .
Risk Indicators & Red Flags
- Safety outcomes: Despite progress, three worker fatalities in 2024; resulted in negative AEIP safety/sustainability modifier .
- 2023 PSU certification (pre‑spin): GE MDCC certified future periods at target with TSR modifier; drove accounting step‑up in 2024 SCT but did not alter target shares .
- Related‑party: No Scott Strazik‑linked related‑party transactions disclosed; robust related‑person policy; one immaterial employee relation disclosed elsewhere (not involving Strazik) .
Director Compensation (for reference)
- CEO receives no additional compensation for board service .
Equity Ownership & Alignment Details
| Item | Data |
|---|---|
| Ownership % | <1% (328,432 including near‑term underlying) |
| Pledging/Hedging | Prohibited for execs/directors |
| Guideline | 6× salary; compliance required within 5 years; on track |
Investment Implications
- Alignment and retention: Significant unvested equity (annual RSUs/options, 3‑yr PSUs, and 2028 cliff Founders Grant) and 6× salary ownership guideline create strong retention and shareholder alignment; prohibitions on hedging/pledging reduce adverse alignment risk .
- Pay outcomes vs performance: Elevated AEIP payout (164%) was primarily driven by FCF and EBITDA achievement, tempered by safety underperformance; continued PSU focus on cumulative FCF/EBITDA and rTSR supports multi‑year value creation .
- Governance mitigants: Independent chair and fully independent committees offset dual CEO/director role risks; no CIC gross‑ups; clawback in place .
- Potential selling pressure windows: Annual RSU/option vesting (typically March 1 schedules) and 2027 PSU certification could create periodic supply; the 2028 Founders Grant cliff is a notable future event, though trading is governed by blackout and 10b5‑1 processes .