Jeffrey Immelt
About Jeffrey R. Immelt
Independent director at NeueHealth, Inc. (NEUE); age 69; Compensation and Human Capital Committee Chair. Biography states he has served as a director since April 2020, while the director nominees table lists “Director Since 2018” (company disclosures are inconsistent). Former Chairman & CEO of General Electric (2001–2017). Since 2018, he has been a venture partner on the technology and healthcare investing teams at New Enterprise Associates (NEA). Current public boards: Twilio (Compensation Committee), Desktop Metal (Audit Committee), and Bloom Energy (Compensation Committee).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Electric Company | Chairman & Chief Executive Officer | 2001–2017 | Not disclosed in this filing |
External Roles
| Organization | Role | Tenure/Status | Committee Roles |
|---|---|---|---|
| New Enterprise Associates (NEA) | Venture Partner (tech & healthcare investing) | Since 2018 | N/A (investing role, not a board) |
| Twilio Inc. | Director | Current | Compensation Committee member |
| Desktop Metal, Inc. | Director | Current | Audit Committee member |
| Bloom Energy Corporation | Director | Current | Compensation Committee member |
Board Governance
- Board/committee activity: Board met 8x in 2024; Audit met 4x; Compensation & Human Capital met 3x; Nominating & Corporate Governance met 0x. Each director attended at least 75% of Board/committee meetings during their tenure in 2024.
- Committee assignments at NEUE: Chair, Compensation and Human Capital Committee (members: Jeffrey R. Immelt (Chair), Mohamad Makhzoumi, Manuel Kadre).
- Independence: Board determined all directors other than G. Mike Mikan and Robert J. Sheehy are independent under NYSE rules (Immelt is independent).
- Leadership: Chair of the Board is Robert J. Sheehy; Lead Director is Manuel Kadre.
- Policies supporting governance: Hedging and most pledging prohibited (pledging requires preclearance); none of the directors/officers pledged company securities in 2024. Clawback policy requires recovery of incentive compensation upon financial restatement.
Fixed Compensation (Director)
Policy and 2024 actuals:
- Standard policy: annual cash retainer $80,000; additional cash retainers—Board Chair $100,000; Audit Chair $25,000; Compensation Chair $20,000; Nominating Chair $15,000; other committee members $10,000; annual RSU grant targeted at $175,000.
- 2024 adjustments: due to limited shares under the plan, the company granted 10,500 RSUs to each non‑employee director and approved a supplemental $91,000 retainer payable on the first anniversary of the RSU grant; in April 2025, the committee approved paying these supplemental fees in cash.
| Director (2024) | Cash Fees ($) | RSU Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| Jeffrey R. Immelt | 191,000 | 63,735 | 254,735 | Compensation & Human Capital Committee Chair ($20,000 chair fee within cash). 10,500 RSUs granted May 13, 2024 (100% vest on first anniversary). |
- Pay mix (2024): cash ~75%, equity ~25% for Immelt, reflecting heavier cash due to 2024 supplemental retainer structure.
Performance Compensation (Director)
- NEUE does not use performance-based metrics for director equity; 2024 director RSUs (10,500) vest 100% on the first anniversary of grant. No director “bonus,” options, or PSU performance metrics disclosed for non‑employee directors.
Other Directorships & Interlocks
| Type | Entity | Nature of Potential Interlock/Exposure |
|---|---|---|
| Controlling shareholder affiliation | NEA and affiliated funds beneficially own ~56.8% of NEUE common stock; substantial preferred holdings and warrants; pending NEA-led take-private merger (Agreement and Plan of Merger signed Dec 23, 2024) | Immelt is an NEA venture partner; NEA is counterparty on 2023 Credit Agreement providing $96.4M delayed-draw term loan commitments with associated warrants; potential perceived conflicts given NEA’s control and transactional relationships with NEUE. Company’s policy requires related party review and recusals. |
| Compensation Committee interlocks | Company disclosure | Company states no member of the Compensation Committee had a material interest in related party transactions and no executive officer served on another company’s comp committee with reciprocal relationships in 2024. |
| Public boards | Twilio, Desktop Metal, Bloom Energy | Time commitments and information flow considerations; committee roles as noted above. |
RED FLAG: NEA affiliation and control while Immelt serves as an NEA venture partner—amid an NEA credit facility (with warrants) and a signed NEA take‑private merger—creates potential perceived conflicts. The company cites a related‑party transactions policy with recusal requirements. Monitor board/committee recusals and process rigor.
Expertise & Qualifications
- Executive leadership: 16 years as GE Chairman & CEO; broad operating and transformation experience.
- Investing/healthcare: Venture partner at NEA (technology and healthcare); current board roles at tech/clean energy companies.
- Governance: Chairs NEUE’s Compensation & Human Capital Committee; prior/current service on compensation and audit committees at public companies.
Equity Ownership
- Beneficial ownership: 30,668 shares (<1% of outstanding). Breakdown: 13,419 shares of common stock; 6,749 options exercisable within 60 days of April 8, 2025; 10,500 RSUs vesting within 60 days of April 8, 2025. NEUE had 8,927,758 common shares outstanding as of April 28, 2025.
- Outstanding awards at 12/31/2024 (non‑executive directors): options 6,749; RSUs 10,500 (Immelt).
- Director stock ownership policy: minimum ownership equal to 3x annual cash retainer for non‑employee directors. Individual compliance status not disclosed.
- Hedging/pledging: Hedging prohibited; pledging requires preclearance. No pledging by directors/officers in 2024.
| Ownership Detail | Amount |
|---|---|
| Beneficially owned shares (per table) | 30,668 (<1%) |
| Components | 13,419 shares; 6,749 options (exercisable within 60 days); 10,500 RSUs (vest within 60 days) |
| Awards outstanding (12/31/24) | Options: 6,749; RSUs: 10,500 |
| Shares outstanding (context) | 8,927,758 (as of 4/28/2025) |
Governance Assessment
Strengths:
- Independent director and experienced committee chair; Compensation & Human Capital Committee leadership aligns with his cross‑company comp committee experience. Attendance met at least the 75% threshold in 2024.
- Shareholder‑friendly policies in place (clawback; anti‑hedging/limited pledging; director and executive ownership guidelines).
Watch items / Red flags:
- NEA entanglements: As an NEA venture partner, Immelt sits on a board where NEA is the controlling shareholder, credit provider with warrants, and buyer in a signed merger—requiring strong conflict management and rigorous recusals. Company states comp committee members (including Immelt) had no material interest in related‑party transactions in 2024, but perception risk remains elevated; monitor disclosures and approvals through closing.
- Director pay structure changes: 2024 supplemental cash retainer and reduced RSU value (10,500 RSUs ~ $63.7k at grant) shifted mix toward cash (approx. 75% cash/25% equity for Immelt in 2024), modestly weakening equity alignment versus stated target of $175k equity under normal policy.
Compliance and process signals:
- Section 16(a) compliance: no late filings in 2024 (suggests adequate internal controls for insider reporting).
- Corporate governance mechanics: Board has Lead Director; documented related‑party transaction policy requires board/committee approval and recusals.