GE AEROSPACE (GE)
Sector: Industrials
2026 Annual Meeting Analysis
GE AEROSPACE · Meeting: May 5, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
CEO and executive director since 2018; GE Aerospace's 3-year total return of +317% massively outperforms the peer group median of +68% by roughly 249 percentage points, far exceeding the 50-point threshold needed to trigger a vote against, so no TSR concern applies; no overboarding, attendance, or independence issues identified.
Independent Lead Director since 2018 with extensive airline and finance executive experience; holds 3 public board seats (GE Aerospace, Chevron, Walmart), within the 4-seat policy limit; strong TSR outperformance during his tenure eliminates any performance-based concern.
Independent director since 2016 with global hospitality CEO and investment experience; holds 2 public board seats (GE Aerospace, Accor), well within limits; TSR outperformance during his tenure is strongly positive with no trigger applicable.
Independent director since 2023 with deep aerospace and aviation services operational experience; holds only 1 public board seat; joined within the past 3 years but the company's strong TSR outperformance removes any concern regardless.
Independent director since December 2025, well within the 24-month new-director exemption from the TSR trigger; former Chairman and CEO of Northrop Grumman brings highly relevant aerospace and defense experience; holds 3 public board seats (GE Aerospace, Dow, General Motors), within limits.
Independent director since 2023 with extensive aerospace executive experience as former CEO of Airbus; holds 2 public board seats (GE Aerospace, Linde); strong company TSR during his tenure eliminates any performance concern.
Independent director since 2022 and Audit Committee Chair; former CFO of American Airlines providing strong financial expertise; SEC-designated audit committee financial expert; holds 2 public board seats, within limits; no TSR or attendance concerns.
Independent director since 2019 and Compensation Committee Chair; former CFO of HP with deep financial expertise; SEC-designated audit committee financial expert; holds 2 public board seats (GE Aerospace, GE HealthCare), within limits; no concerns identified.
Independent director since 2023; retired four-star Air Force general with significant defense and government expertise directly relevant to GE Aerospace's defense business; holds 3 public board seats (GE Aerospace, Abbott Laboratories, Parsons Corporation), within limits; no concerns identified.
All 9 nominees receive a FOR recommendation. GE Aerospace's 3-year total shareholder return of +317% outperforms the company-disclosed peer group median of +68% by approximately 249 percentage points, far exceeding the 50-point threshold that would be needed to trigger vote-against concerns under the policy's strong-positive TSR tier. No directors are overboarded, all independent directors attended at least 75% of meetings (average attendance was 97%), all committee assignments respect independence requirements, and no familial relationships with senior management were identified. The board has relevant aerospace, defense, and financial expertise, and a skills matrix is disclosed.
Say on Pay
✓ FORCEO
H. Lawrence Culp, Jr
Total Comp
$45,616,160
Prior Support
71%%
CEO Larry Culp received total reported compensation of approximately $45.6 million in 2025, which is elevated relative to typical large-cap industrial CEO benchmarks and warrants scrutiny; however, the bulk of this figure includes accounting recognition of a previously disclosed multi-year performance stock award (the 2023 PSUs, which vested at maximum because GE Aerospace's stock rose roughly 6x over the three-year performance period), not new discretionary pay — the company's own 'annual program compensation' figure for the CEO was approximately $24.7 million, which is more in line with a mega-cap industrial CEO running a $316 billion company with outstanding financial results. On the pay-for-performance alignment check, incentive pay is clearly justified: GE Aerospace delivered adjusted EPS growth of 38%, free cash flow growth of 24%, and total shareholder return of approximately 86% in 2025 alone, massively outperforming peers. The prior year's 71% say-on-pay support (just above the 70% threshold) is noted, but the company engaged extensively with shareholders and the lower vote was driven by shareholder discomfort with the structure of the one-time CEO retention grant in 2024 rather than the ongoing annual program — the company confirmed that off-cycle grants are not a regular feature and Mr. Culp's 2025 target compensation was flat, which is a responsive action; the pay program itself (50%+ variable/performance-based, meaningful PSU metrics with 3-year cumulative EPS and free cash flow targets plus relative TSR modifier, strong clawback policy) passes the quality-of-incentive check.
Auditor Ratification
✓ FORAuditor
Deloitte
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Deloitte is a Big 4 firm fully appropriate for a company of GE Aerospace's size and complexity. The proxy filing does not explicitly disclose Deloitte's tenure or a full auditor fee table with numeric figures in the extracted text provided, so the tenure trigger (25+ years) and the non-audit fee ratio test cannot be confirmed as firing; per policy, when tenure is not disclosed the default is FOR with a minor negative note. No material financial restatements attributable to audit failure were identified in the filing.
Stockholder Proposals
2 proposals submitted by shareholders
Proposal 6
Shareholder Proposal Requesting Right to Act by Written Consent
The Accountability Board is a credible governance-focused filer, not an ideological actor, and the right to act by written consent is a widely recognized mainstream governance improvement — major proxy advisory firms (ISS, Glass Lewis) and large institutional investors (BlackRock, State Street, Fidelity) all support this right, and many large S&P 500 companies already provide it. The company's opposition relies primarily on the existence of a 10% special meeting right, but a special meeting threshold and a written consent right are complementary tools, not substitutes — written consent avoids the cost and delay of calling a formal meeting for time-sensitive matters and is the lower-bar governance improvement ask. New York law already permits companies to set a sub-unanimous written consent threshold, and the proposal asks GE Aerospace to use that flexibility in the standard way; the company's response does not explain why it has affirmatively chosen not to do so. This is exactly the type of structural governance proposal the policy is designed to support.
Proposal 7
Shareholder Proposal Requesting Report on Defense-Related Products
The Presbyterian Foundation is a faith-based advocacy investor filing from a progressive ideological standpoint — the proposal's framing, supporting citations (referencing ICJ findings, allegations of genocide, Uyghur forced labor connections), and focus on geopolitical conflict reflect social and political advocacy goals rather than a neutral fiduciary analysis of material business risk. Under the voting policy, proposals from ideological filers — whether conservative or progressive — are voted against regardless of surface framing, because they serve political or advocacy goals rather than shareholder interests. Even evaluated purely on merits, the company's response is substantively credible: GE Aerospace is already subject to extensive U.S. government export control and foreign military sales oversight, has a published Human Rights Enterprise Standard with third-party due diligence requirements, and discloses this in its Sustainability Report — the incremental informational value of an additional independent third-party report is low relative to the cost and the reputational and competitive risks of the process.
Overall Assessment
GE Aerospace's 2026 annual meeting is a largely routine ballot for a company delivering exceptional performance — the stock has returned over 317% in three years, massively outperforming peers, which eliminates director TSR concerns across the entire slate, and the pay program is well-structured with strong performance-based alignment. The most consequential contested item is Proposal 6 (written consent rights), where we diverge from the board and recommend FOR based on the mainstream governance nature of the ask and the weakness of the company's opposition argument.
Compensation Peer Group
17 companies disclosed in 2026 proxy filing