Proposal 1
Proposal 1
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Election of Directors
What are you voting on? At the 2026 Annual Meeting, 9 director nominees are to be elected to the GE Aerospace Board to hold office until the 2027 Annual Meeting and until their successors have been elected and qualified. YOUR BOARD RECOMMENDS A VOTE FOR EACH NOMINEE
All nominees are current GE Aerospace Board members who were elected by shareholders at the 2025 Annual Meeting, except for Mr. Bush who was elected to the Board effective December 2025. Mr. Garden is not standing for re-election at the 2026 Annual Meeting.
GE Aerospace 2026 Proxy Statement
Governance
Board Nominees
TENURE5.1 years average tenure1 New (<1 year) Medium-tenured (2-5 years)4 Longer-tenured (6+ years) AGE64.7 years average age 60-64 years4 ≥65 years INDEPENDENCEAll independent except for the CEO8 Independent1 Not Independent
Our Board term limit is 15 years Our Board age limit is 75 years All director nominees except our CEO are independent and meet heightened independence standards for our committees, as required
Qualifications and Attributes
The committee memberships indicate the composition of the committees of the Board as of the date of this proxy. For a description of committees and committee activities during 2025, see Board Committees beginning on page 16. Our director nominees’ primary qualifications and attributes are highlighted in the following matrix. The matrix is intended as a high‑level summary and not an exhaustive list of each director’s skills or contributions to the Board.
PRIMARY QUALIFICATIONS AND ATTRIBUTES COMMITTEES
NAME
Sébastien Bazin
Margaret Billson
Wesley Bush
H. Lawrence Culp, Jr.
Thomas Enders
Isabella Goren
Thomas Horton
Catherine Lesjak
Darren McDew
FINANCIAL ACUMEN. The Board has determined that each of Mses. Goren and Lesjak and Mr. Bush are “audit committee financial experts” (per SEC rules), and each member of the Audit Committee is “financially literate” (per NYSE rules). Member
Chair
Financial Expert
Key Corporate Governance Practices
•8 out of 9 director nominees are independent
•Annual election of all directors by majority vote
•No supermajority vote provisions in governing documents
•Annual review of Board leadership structure
•Annual Board and committee self‑evaluations
•Strong lead director with clearly delineated duties
•Dual‑pronged Board refreshment mechanisms (age & term limits)
•Regular executive sessions of independent directors
•Board and committees may hire outside advisors independently of management
•Proactive year‑round shareholder engagement program
•Rigorous succession planning for key leadership roles
•Clawback policy that applies to all cash and equity incentive awards
•Prohibition on hedging & pledging
•Strong stock ownership guidelines
•“Overboarding” limits for directors
•No poison pill or dual‑class shares
•Shareholder right to call special meetings (at 10%)
•Proxy access by‑law provisions on market terms
•Shareholder approval of certain severance benefits
GE Aerospace 2026 Proxy Statement
Governance
Nominee Biographies
H. Lawrence Culp, Jr.Director Since: 2018Age: 62Birthplace: United States Thomas HortonDirector Since: 2018Age: 64Birthplace: United StatesINDEPENDENT
Chairman (since April 2024) and CEO (since June 2022), GE Aerospace, Evendale, OH and former Chairman and CEO, GE, Boston, MA (2018–2024) Partner, Global Infrastructure Partners, an infrastructure investment fund, New York, NY (since 2019)
GE AEROSPACE COMMITTEE MEMBERSHIP•Classified ProgramsPRIOR BUSINESS EXPERIENCE•Senior Advisor, Bain Capital Private Equity, a global private equity firm (2017–2018)•Senior Lecturer, Harvard Business School (2015–2018)•Former CEO and President, Danaher (2001–2014), a global science and technology company operating in the healthcare, environmental and applied‑end markets; joined Danaher subsidiary Veeder‑Root in 1990, serving in a number of leadership positions within Danaher, including COO and, following his retirement, Senior Advisor (2014–2016)CURRENT PUBLIC COMPANY BOARDS•GE Aerospace•GE HealthCarePAST PUBLIC COMPANY BOARDS•Danaher•GlaxoSmithKline•T. Rowe Price GroupOTHER POSITIONS•Member and former Chairman, Board of Visitors & Governors, Washington College•Member, Board of Trustees, Wake Forest UniversityEDUCATION•Washington College•MBA, Harvard Business School GE AEROSPACE COMMITTEE MEMBERSHIP•Governance (Chair)•Classified ProgramsPRIOR BUSINESS EXPERIENCE•Senior Advisor, Warburg Pincus LLC, a private equity firm focused on growth investing (2015–2019)•Chairman, American Airlines Group, one of the largest global airlines (formed following the merger of AMR Corporation and US Airways) (2013–2014)•Chairman and CEO, American Airlines (2011–2014)•Chairman and CEO, AMR (parent company of American Airlines) (2010–2013)•EVP and CFO, AMR (2006–2010)•Vice Chairman and CFO, AT&T (2002–2006)•SVP and CFO, AMR (2000–2002); joined AMR in 1985, serving in various finance and management rolesCURRENT PUBLIC COMPANY BOARDS•GE Aerospace•Chevron•WalmartPAST PUBLIC COMPANY BOARDS•EnLink Midstream•QualcommEDUCATION•Baylor University•MBA, Southern Methodist University
GE Aerospace 2026 Proxy Statement
Governance
Isabella GorenDirector Since: 2022Age: 65Birthplace: UkraineINDEPENDENT Catherine LesjakDirector Since: 2019Age: 67Birthplace: CanadaINDEPENDENT
Former Chief Financial Officer of American Airlines and AMR Corporation, a global airline, Fort Worth, TX (2010‑2013) Former Chief Financial Officer, HP, a global technology company, and its predecessor, Hewlett‑Packard Company, Palo Alto, CA (2007‑2018)
GE AEROSPACE COMMITTEE MEMBERSHIP•Audit (Chair)PRIOR BUSINESS EXPERIENCE•CFO, American Airlines and AMR Corporation (2010‑2013)•Senior Vice President, Customer Relationship Marketing, American Airlines (2006‑2010)•Vice President, American Airlines (1998‑2006)•President, AMR Services (1996‑1998)•Previously served in various management positions at American Airlines (1986‑1996)•Chemical Engineer, Dupont (1983‑1985)CURRENT PUBLIC COMPANY BOARDS•GE Aerospace•Marriott InternationalPAST PUBLIC COMPANY BOARDS•Gap•LyondellBasell IndustriesOTHER POSITIONS•Director, MassMutual•Member of the Advisory Board, The University of Texas at Austin, Cockrell School of Engineering•Member of the Executive Board, Lyle School of Engineering, Southern Methodist UniversityEDUCATION•University of Texas at Austin•MBA, Southern Methodist University GE AEROSPACE COMMITTEE MEMBERSHIP•Compensation (Chair)•AuditPRIOR BUSINESS EXPERIENCE•Interim Chief Operating Officer, HP (2018–2019)•Chief Financial Officer, HP (2007-2018)•Interim CEO, HP (2010)•Senior Vice President and Treasurer, HP (2003–2007)•Previously served in various leadership positions within the financial organization at HP, including as Global Controller, Software Solutions; Controller and Credit Manager for Commercial Customers; and as Manager, Financial Operations, Enterprise Marketing and Solutions (joined HP in 1986)CURRENT PUBLIC COMPANY BOARDS•GE Aerospace•GE HealthCarePAST PUBLIC COMPANY BOARDS•PROS Holdings•SunPowerOTHER POSITIONS•Board, Haas School of Business, University of California, BerkeleyEDUCATION•Stanford University•MBA, University of California, Berkeley
GE Aerospace 2026 Proxy Statement
Governance
Darren McDewDirector Since: 2023Age: 65Birthplace: United StatesINDEPENDENT Sébastien BazinDirector Since: 2016Age: 64Birthplace: FranceINDEPENDENT
Retired Four‑Star General, United States Air Force, and Former Commander of U.S. Transportation Command, Scott Air Force Base, Illinois (2015‑2018) Chairman and CEO, Accor, a global hotel company, Paris, France (since 2013)
GE AEROSPACE COMMITTEE MEMBERSHIP•Classified Programs (Chair)•Audit•GovernancePRIOR BUSINESS EXPERIENCE•Four‑star general who served for 36 years in the United States military before retiring in October 2018.•Commander, U. S. Transportation Command, the single manager for global air, land and sea transportation for the U.S. Department of Defense from 2015 to 2018.•Held various leadership roles across the U. S. Military, including Vice Director for Strategic Plans and Policy for the Joint Chiefs of Staff, Military Aide to the President, Director of Air Force Public Affairs, and Chief of Air Force Senate Liaison Division.CURRENT PUBLIC COMPANY BOARDS•GE Aerospace•Abbott Laboratories•Parsons CorporationOTHER POSITIONS•Director, United Services Automobile Association (USAA)•Board of Governors, Boys and Girls Club of AmericaEDUCATION•Virginia Military Institute•MS, Aviation Management, Embry‑Riddle Aeronautical University GE AEROSPACE COMMITTEE MEMBERSHIP•Compensation•GovernancePRIOR BUSINESS EXPERIENCE•CEO, Europe Colony Capital, a private investment firm (1997–2013)•Group Managing Director, CEO and General Manager, Immobilière Hôtelière (1992–1997)•Began career in 1985 in U.S. finance sector, becoming Vice President, M&A, PaineWebberCURRENT PUBLIC COMPANY BOARDS•GE Aerospace•AccorPAST PUBLIC COMPANY BOARDS•Banyan Tree Holding•Carrefour•Huazhu GroupOTHER POSITIONS•Vice Chairman, Supervisory Board, Gustave Roussy Foundation, cancer research funding•Chairman, Safar Ventures•Director, Riyadh School of Tourism and HospitalityEDUCATION•Sorbonne University•MA (Economics), Sorbonne University
GE Aerospace 2026 Proxy Statement
Governance
Margaret BillsonDirector Since: 2023Age: 64Birthplace: United StatesINDEPENDENT Wesley BushDirector Since: 2025Age: 64Birthplace: United StatesINDEPENDENT
Former President and CEO of BBA Aviation, plc's Global Engine Services Division, and its predecessor Aftermarket Services Division, an aviation services company, London, England (2009‑2016) Former Chairman and CEO of Northrop Grumman, an aerospace & defense company, Falls Church, VA (2010-2018)
GE AEROSPACE COMMITTEE MEMBERSHIP•Governance PRIOR BUSINESS EXPERIENCE•President and CEO of BBA Aviation, plc's Global Engine Services Division and its predecessor Aftermarket Services Division (2009‑2016)•President, Airplane Division and Chief Operating Officer, Eclipse Aviation (2005‑2008)•Vice President, General Manager, Honeywell Aerospace (2003‑2005)•Vice President, Engineering & Program Management, Honeywell Aerospace (1997‑2003)•Previously served in various management positions at Douglas Aircraft Company, a division of the McDonnell Douglas Corporation (1984‑1996)CURRENT PUBLIC COMPANY BOARDS•GE AerospacePAST PUBLIC COMPANY BOARDS•Arconic•CAE•SkyWestEDUCATION•Embry‑Riddle Aeronautical University•MEng, Aerospace, Aeronautical and Astrological Engineering, California State University, Long Beach GE AEROSPACE COMMITTEE MEMBERSHIP•Audit•Classified Programs PRIOR BUSINESS EXPERIENCE•Former Chairman and CEO of Northrop Grumman Corporation (2010-2018)•Served in numerous leadership roles at Northrop Grumman, including President and Chief Operating Officer, Chief Financial Officer, and President of the company's Space Technology segment. Also served in a variety of leadership positions at TRW, Inc., before it was acquired by Northrop Grumman in 2002.CURRENT PUBLIC COMPANY BOARDS•GE Aerospace•Dow•General MotorsPAST PUBLIC COMPANY BOARDS•Cisco•Norfolk Southern CorporationOTHER POSITIONS•Member of the National Academy of Engineering•Member of the Board, Conservation International•Member of the Board, MIT CorporationEDUCATION•BS and MS, Electrical Engineering, Massachusetts Institute of Technology
GE Aerospace 2026 Proxy Statement
Governance
Thomas EndersDirector Since: 2023Age: 67Birthplace: GermanyINDEPENDENT
Former CEO of Airbus SE, a global aerospace company, and its predecessor EADS NV, Blagnac, France (2005‑2019)
GE AEROSPACE COMMITTEE MEMBERSHIP•CompensationPRIOR BUSINESS EXPERIENCE•CEO of Airbus SE and its predecessor EADS NV (2005‑2019)•Head of the Defense and Security Systems Business, EADS NV (2000‑2005)•Multiple positions at DaimlerChrysler Aerospace (1991‑2000)•Planning Staff, German Federal Ministry of Defense (1989‑1991)•Researcher, German Council on Foreign Relations and International Institute for Strategic Studies (1988‑1989)CURRENT PUBLIC COMPANY BOARDS•GE Aerospace•LindePAST PUBLIC COMPANY BOARDS•Knorr Bremse•Lilium•LufthansaOTHER POSITIONS•Chair, KNDS•President, German Council on Foreign Relations•Director, HelsingEDUCATION•PhD, University of Bonn•University of California, Los Angeles
GE Aerospace 2026 Proxy Statement
Governance
Board Composition
The Governance & Public Affairs Committee (Governance Committee) is charged with reviewing the composition of the Board and refreshing it as appropriate. With this in mind, the Governance Committee regularly reviews potential candidates and recommends nominees to the Board for approval. The Board takes a thoughtful approach to its composition to maintain alignment with the company’s corporate strategy. The Board in recent years has undertaken significant efforts to align its composition to the company's long‑term strategy as an aerospace company and to bring in new perspectives. As a result, five of the nine director nominees have been added since 2022, with a focus on aerospace & defense sector expertise and operational experience. Mr. Bush, who was elected to the Board effective December 2025, was recommended by management.
Director Selection Process
Our Governance Committee, together with the full Board, is responsible for establishing criteria, screening candidates and evaluating the qualifications of persons who may be considered for service on our Board. The Governance Committee considers all shareholder recommendations for director candidates. The following describes the Board’s selection process:
SUCCESSION PLANNING
The Governance Committee prioritizes experiences and attributes to support the current and long‑term needs of the company, within the context of the current Board structure and mix of skills and experience.
IDENTIFICATION OF CANDIDATES
The Governance Committee engages in a search process to identify qualified director candidates, which includes the use of an independent search firm, and assesses candidates’ skills, experience and background and their alignment with the company’s portfolio and strategy.
INTERVIEWING CANDIDATES
Qualified director candidates are typically interviewed by the Chairman and CEO, Governance Committee chair, lead director and other members of the Governance Committee, as well as other members of the Board and management, as necessary.
DECISION AND NOMINATION
After determining that the director candidates meet the priorities established by the Governance Committee and will serve in the best interests of the company and its shareholders, the Governance Committee recommends, and the full Board approves, director candidates for appointment to the Board and election by shareholders.
ELECTION
The shareholders consider the nominees and elect directors by majority vote to serve one‑year terms.
ONGOING ASSESSMENT
On an ongoing basis, including in connection with the annual Board self‑evaluation and setting the director slate for the annual meeting, the Governance Committee regularly assesses the composition of the Board to maintain alignment with the company’s strategy and other priorities.
Director Recruitment PrioritiesRECRUITMENT PRIORITIES•Aerospace & defense domain expertise•Operational experience•Digital / tech / cyber•Finance / investmentDIRECTOR “MUST-HAVES”•Leadership experience•Highest personal & professional ethics•Integrity & values•Passion for learning•Inquisitive & objective perspective•Sense of priorities & balanceHOW YOU CAN RECOMMEND A CANDIDATEWrite to the Governance Committee, c/o Corporate Secretary, at 1 Neumann Way, Evendale, OH 45215 and include all information that our by‑laws require for director nominations.HOW WE REFRESH THE BOARD•Board evaluation. Each year, the Board assesses its effectiveness through a thorough evaluation at the Board and committee levels. See How the Board Evaluates its Effectiveness on page 19.•Term limits. The Board has a 15‑year term limit for independent directors.•Age limits. With limited exceptions, directors may not be renominated to the Board after their 75th birthday.See the Board’s Governance Principles (see Helpful Resources on page 88) for more information on these policies.
GE Aerospace 2026 Proxy Statement 13
Governance
Important Factors in Assessing Board Composition
The Governance Committee strives to maintain an independent Board with broad and diverse experience and judgment that is committed to representing the long‑term interests of our shareholders. The Governance Committee considers a wide range of factors when selecting and recruiting director candidates, including:
Creating an experienced, qualified Board with high personal integrity and character, and expertise in areas relevant to GE Aerospace.
The Governance Committee seeks directors who possess extraordinary leadership qualities and demonstrate a practical understanding of organizations, processes, people, strategy, risk management and how to drive change and growth. Additionally, we believe directors should have experience in identifying and developing talent, given the Board’s role in human capital management and succession planning. In addition to these threshold qualities, we seek directors who bring to the Board specific types of experience relevant to GE Aerospace and the company’s strategy.
Building a Board with a mix of experiences and viewpoints.
GE Aerospace seeks to build a Board comprising individuals from different backgrounds and with a range of experiences and viewpoints. The Governance Committee considers various qualifications and attributes when reviewing candidates for the Board, including skills, expertise, perspectives, and background, and assesses the Board’s overall composition to best enable the effective governance of the Company in the interests of shareholders. See Board Skills and Experience on this page for additional information on the composition of our Board.
Complying with regulatory requirements and the Board’s independence guidelines.
The Governance Committee considers regulatory requirements affecting directors, including potential competitive restrictions. It also looks at other positions the director has held or holds (including other board memberships), and the Board reviews director independence.
How We Assess Board Size
The Governance Committee considers Board size each year in connection with proposing the slate of directors for the Annual Meeting, consistent with the Board’s Governance Principles (see Helpful Resources on page 88). The Governance Committee considers many factors, including its annual self‑evaluations and assessment of trends with peer companies. The Board anticipates maintaining approximately its current size.
BOARD SKILLS AND EXPERIENCE
7/9 AEROSPACE & DEFENSE SECTORWe have added directors with business leadership or other experience in the aerospace & defense sectors, and this expertise supports the Board’s engaged oversight. Directors with senior military or government experience also bring an important perspective and understanding of our defense customers.
9/9 OPERATIONSWe have sought directors with operational experience at other large companies or organizations, as we seek to drive continuous improvements in our business operations and execution.
5/9 PUBLIC COMPANY CEO EXPERIENCEDirectors who have served as CEOs for other public companies bring valuable perspective and experience to assist the Board in evaluating and advising our CEO on strategy, performance, culture and other matters.
7/9 FINANCE & ACCOUNTINGGE Aerospace uses a broad set of financial metrics to measure its performance, and accurate financial reporting and robust auditing are critical to our success. We have a number of directors who qualify as audit committee financial experts, and we expect all of our directors to have an understanding of finance and financial reporting processes.
5/9 INVESTOR / CAPITAL ALLOCATIONTo promote strong alignment with our investors, we have added directors who have experience overseeing investments or in making investment or capital allocation decisions. We believe that these directors can help focus management and the Board on the most critical value drivers for the company, including with respect to providing strategic insights and oversight for our capital allocation and setting executive compensation targets and objectives.
9/9 GLOBALWe seek directors with global business experience because GE Aerospace’s continued success depends on continuing to grow our businesses outside the United States. For example, we serve customers in approximately 120 countries. Directors with global experience offer valuable perspectives to the Board that help us better understand opportunities and navigate challenges in global markets.
GE Aerospace 2026 Proxy Statement
Governance
Board Leadership Structure
GE Aerospace believes that independent board oversight is an essential component of strong corporate performance. We also believe that the decision as to whether the positions of Chairman and CEO should be combined or separated, and whether an executive or an independent director should serve as the Chairman should be based upon the circumstances facing the company. Maintaining flexibility on this policy allows the Board to choose the leadership structure that will best serve the interests of the company and its shareholders at any particular time.
WHY OUR BOARD LEADERSHIP STRUCTURE IS APPROPRIATE FOR GE AEROSPACE AT THIS TIME. The Board continues to believe that its current leadership structure, which has a combined role of Chairman and CEO, counterbalanced by a strong independent Board led by a lead director and independent directors chairing each of the Board committees, is in the best interests of GE Aerospace and its shareholders. In the Board’s view, this structure allows Mr. Culp, as Chairman and CEO, to drive strategy and agenda setting at the Board level, while maintaining responsibility for executing on that strategy as CEO. At the same time, our lead director, Thomas Horton, works with Mr. Culp to set the agenda for the Board and also exercises additional oversight on behalf of the independent directors. In addition, the Board believes that combining the roles of Chairman and CEO was important to provide clarity on decision‑making and accountability as we launched as a standalone aerospace company and any potential conflicts that might result from combining the roles can be effectively mitigated through the duties of our lead director. The Board will continue to review the appropriateness of this structure in light of the circumstances at the time and consider shareholder feedback from our ongoing engagements.
HOW WE SELECT THE LEAD DIRECTOR. The Governance Committee reviews potential candidates’ qualifications and attributes, including leadership and previous public company experience, and considers feedback from the current lead director, other Board members and the Chairman. The Governance Committee then makes a recommendation to the Board’s independent directors, who after review, elect the lead director. Thomas Horton, former Chairman and CEO of American Airlines, was first elected as the lead director in September 2018.
The Lead Director’s Role
The lead director has the following responsibilities (and may also perform other functions at the Board’s request), as detailed in the Board’s Governance Principles:
•Board leadership — provides leadership to the Board in any situation where the Chairman’s role may be perceived to be in conflict, and chairs Board meetings in the absence of the Chairman
•Board agenda, schedule & information — approves the agenda (with the ability to add agenda items), schedule and information sent to directors and calls additional meetings, as needed
•Leadership of independent director meetings — calls and leads independent director meetings, which are regularly scheduled (in addition to the numerous informal sessions that occur throughout the year) without any management directors or GE Aerospace employees present
•Chairman‑independent director liaison — regularly meets with the Chairman and serves as liaison between the Chairman and the independent directors (although every director has direct access to the Chairman)
•Shareholder communications — makes himself/herself available as the primary Board contact for direct communication with our significant shareholders
•Board governance processes — works with the Governance Committee to guide the Board’s governance processes, including the annual Board self‑evaluation and the annual Chairman’s evaluation
•Board leadership structure review — oversees the Board’s periodic review and evaluation of its leadership structure
•Committee chair selection — advises the Governance Committee in choosing committee chairs
CHAIRMAN OF
THE BOARD & CEO
LEAD DIRECTORelected solely by independent directors
CHAIRSThe chairs of our Audit, Compensation, Governance and Classified Programs Committees are independent
Considerationsin selectingcurrentlead director:THOMAS HORTON
Mr. Horton was first elected to our Board at the 2018 Annual Meeting. During his tenure on our Board, he has established strong working relationships with his fellow directors and garnered their trust and respect. Furthermore, he has demonstrated strong leadership skills, independent thinking and a deep understanding of our businesses and their industries.The independent directors’ decision to select Mr. Horton as lead director took into account the tenures and capabilities of each independent director, along with a potential candidate’s willingness and ability to serve as lead director, understanding that the position entails significant responsibility and time commitment.
GE Aerospace 2026 Proxy Statement
Governance
Board Operations
Full Board7 meetings in 2025 Independent director executive sessions at regularly scheduled Board meetings, and ability to call special meetings throughout the year. These are designed to promote candor and discussion of matters in a setting that is independent of the Chairman and CEO. The lead director chairs each of these executive sessions.Board update calls with Chairman and CEO, typically bi-weekly ChairmanH. Lawrence Culp, Jr. Lead DirectorThomas Horton
2025 Areas of Focus
•Long‑term strategy
•Product safety and quality
•Business operating and performance reviews, including visits to GE Aerospace facilities
•Capital allocation
•Delivery and supply chain
•Geopolitical matters
•Organization and talent reviews and succession planning
A Typical GE Aerospace Board Meeting
During 2025, the Board held six regularly scheduled meetings and one special meeting. Five regularly scheduled meetings were held in‑person and the other meetings were held virtually, with the schedules adjusted to accommodate director participation from different time zones. The below describes a typical in‑person Board meeting.
BEFORE THE MEETING
Board committee chairs: prep meetings with management and auditors
Management: internal prep meetings
DAY 1 OF MEETING
Daytime: Board committee meetings and Board meeting; periodic tours of GE Aerospace, customer or partner facilities
Evening: informal gathering with external guests or senior business managers and/or Board working dinner
DAY 2 OF MEETING
Daytime: full Board meeting (including reports from each committee chair) followed by an executive session and independent director session
AFTER THE MEETING
Management: debrief sessions to discuss and respond to Board follow‑up items
Board: regular update calls with CEO and Chairman
Our Board recognizes that its oversight of our strategic priorities and responsibility to GE Aerospace shareholders requires a personal and professional commitment that extends well beyond regularly scheduled Board meetings. Ongoing and meaningful engagement with the business is critical to staying informed and provides the type of insight that allows our directors to provide effective guidance to our leadership team and to engage in constructive dialogue with each other. During 2025, in addition to the regularly scheduled Board and committee meetings, which included visits to various GE Aerospace, customer and partner facilities, directors had the opportunity to attend additional teach-in and deep dive sessions to further strengthen their knowledge of GE Aerospace’s products, business and strategy, as well as to experience FLIGHT DECK, the Company’s lean operating model, in action.
Board Committees
The Board has four standing committees: the Audit Committee, the Governance & Public Affairs Committee (Governance Committee), the Management Development & Compensation Committee (Compensation Committee) and the Classified Programs Committee. The Classified Programs Committee was established in June 2025 to further formalize Board oversight over our classified business activities. The primary responsibilities and current membership of each committee are described on the following page.
INDEPENDENCE: All committee members, except for Mr. Culp who serves on the Classified Programs Committee, satisfied the NYSE’s, SEC’s and GE Aerospace’s definitions of independence, as applicable, during the time they served on their applicable committee.
COMMITTEE OPERATIONS: Each committee meets periodically throughout the year, reports its actions to the Board, receives reports from senior management, annually evaluates its performance and can retain outside advisors. Formal meetings are typically supplemented with additional calls and sessions. For more detail, see the Governance Principles and committee charters (see Helpful Resources on page 88).
GE Aerospace 2026 Proxy Statement
Governance
Primary Responsibilities of our Board Committees
AUDIT9 meetings in 2025 MANAGEMENT DEVELOPMENT & COMPENSATION5 meetings in 2025
Committee Members Committee Members
Goren (Chair)BushGarden Lesjak Lesjak (Chair)Bazin EndersGarden
McDew
Ms. Billson also served on the Audit Committee until Dec. 2025.
•Oversee GE Aerospace’s independent auditor, including the audit plan and budget, and monitor independence and performance•Oversee the effectiveness of GE Aerospace’s financial reporting processes and systems•Discuss with auditor and management key reporting practices (including non‑GAAP measures), critical audit matters and new accounting standards•Monitor the effectiveness of GE Aerospace’s internal controls•Review and evaluate the scope and performance of the internal audit staff and compliance program•Oversee the company’s enterprise risk management and cybersecurity programs•Monitor GE Aerospace’s significant litigation and investigations•Oversee external reporting on sustainability matters in coordination with the Governance Committee •Oversee executive compensation policies, practices and programs•Review material elements of executive compensation, including equity awards, deferred compensation, severance and perquisites•Oversee and approve goals and objectives for performance‑based equity awards and evaluate performance against those goals•Evaluate and approve compensation of the CEO•Review risk assessment of compensation policies and practices•Oversee development of key leadership and executive succession plans•Oversee strategies and policies related to human capital management, including matters such as workplace environment and culture, and talent recruitment, development, engagement and retention
GOVERNANCE & PUBLIC AFFAIRS4 meetings in 2025 CLASSIFIED PROGRAMS1 meeting in 2025
Committee Members Committee Members
Horton (Chair)Bazin BillsonMcDew McDew (Chair)Bush CulpHorton
Ms. Lesjak also served as the Governance Committee Chair until Dec. 2025.
•Oversee the Board’s governance processes, including all significant governance policies and procedures•Review and make recommendations to the Board with respect to director independence•Review Board composition and compensation and identify new directors for GE Aerospace•Oversee Board and committee self‑evaluations•Review related party transactions and conflicts of interest, as applicable•Oversee GE Aerospace's policies and strategies related to political activities and lobbying, and environment, health & safety•Oversee the development of the company’s priorities and external reporting related to sustainability matters Oversee the strategic, operational, and financial aspects of classified business activitiesOversee opportunities and enterprise risk posed by aspects of the company’s classified business activities and make recommendations to the Board, consistent with the need to safeguard classified informationReview policies, practices, processes and procedures related to classified business activities, as applicable, including with respect to risk assessment, risk management and internal controlsOversee human capital management policies, practices and challenges relating to the company’s classified business activities
GE Aerospace 2026 Proxy Statement
Governance
Additional Information on Areas of Board and Committee Oversight
Talent Development & Succession Planning
One of the Board’s most important responsibilities is to oversee the recruitment, development and retention of strong leadership at the management level. To fulfill this responsibility, the full Board and the Compensation Committee have regular organization and talent reviews that include discussion of development and succession for the CEO and other senior management positions to help maintain a strong bench of talent throughout the organization. These reviews are led by the CEO and the Chief Human Resources Officer, and the Board’s input and feedback are reflected in the development actions and readiness plans in place for key roles and individuals. The Board has been actively engaged in CEO succession planning for the last several years, with a comprehensive approach and regular, ongoing discussion that includes defining a leadership profile of skills and attributes desired for the next CEO, identifying qualified internal and external candidates and evaluating the readiness and development actions for candidates, as well as planning for internal leadership stability through a transition. See Employment Agreement with Mr. Culp on page 47 for more information. The Board also has consistent and direct exposure to senior management and other senior leaders throughout the year and regularly interacts with high performing leaders at Board meetings, site visits, leadership forums and other settings.
Enterprise Risk Management
Risk assessment and risk management are the responsibilities of the company’s management, and the Board has oversight responsibility for those processes. The Audit Committee assists with the oversight of the company’s enterprise risk management framework, and the Board has also delegated specific risk oversight responsibility to the full Board or committees of the Board based on expertise. The Board reviews the annual risk assessment and relevant risk mitigation actions in an annual briefing led by the Chief Compliance Officer. Our Governance Principles and committee charters define the risk areas for which each committee has ongoing oversight responsibility, while the Board as a whole focuses on the most significant risks facing the company. Throughout the year, the Board and the committees to which it has delegated responsibility dedicate a portion of their meetings to review and discuss specific risk topics in greater detail.
At the management level, the company’s General Counsel, Chief Financial Officer, and Chief Compliance Officer co‑chair the executive risk committee, which is responsible for the company’s enterprise risk management framework. Our enterprise risk management framework includes a multi‑tiered holistic review, performed quarterly, through a structured assessment process which gathers quantitative and qualitative inputs from key business stakeholders and functional leaders, along with feedback from senior management. Through this process, our senior management defines, identifies, and prioritizes top enterprise risks. Key GE Aerospace business leaders also meet regularly with the Board and committees to review their strategies and operations, including key risks and remediation strategies.
For a discussion of key risks that could have a material adverse effect on our business, reputation, financial position and results of operations, please refer to the Risk Factors section of our Annual Report on Form 10‑K for the year ended December 31, 2025.
Cybersecurity
The Audit Committee is responsible for board‑level oversight of cybersecurity risk, and the Audit Committee reports back to the full Board about this and other areas within its responsibility. As part of its oversight role, the Audit Committee receives reporting about GE Aerospace’s practices, programs, notable threats or incidents and other developments related to cybersecurity throughout the year, including through periodic updates from GE Aerospace’s Chief Information Officer and Chief Information Security Officer on cyber threats and our cybersecurity risk management strategy. The Audit Committee also receives information about cybersecurity risks as part of GE Aerospace’s enterprise risk management framework and reporting. For a discussion of cybersecurity risk management and strategy and governance, please refer to the Cybersecurity section of our Annual Report on Form 10‑K for the year ended December 31, 2025.
Sustainability
Sustainability is a driving force behind the work we do and the company’s long‑term value and is an integrated aspect of how we think about strategy and risk. Our Board and management believe the long‑term interests of shareholders are advanced by responsibly addressing the concerns of other stakeholders and interested parties including employees, recruits, customers, suppliers, GE Aerospace communities, government officials and the public at large. We believe the integration of a sustainability lens with our daily operations, culture and company priorities is important to driving results. At the Board level, these topics often span multiple functional categories and areas of oversight, and therefore oftentimes involve discussion at the full Board level rather than individual committees. In addition, our Governance Committee has oversight responsibility for GE Aerospace’s priorities and external reporting related to sustainability matters, and our Audit Committee also plays a role in the oversight of such external reporting, including reporting on these matters in SEC filings and data quality. More information that may be of interest to a variety of stakeholders about GE Aerospace’s sustainability approach, priorities and performance, including about product safety, carbon emission reductions from our own operations and from our products, environmental stewardship, supply chain and, human rights, political spending and other matters, can be found in GE Aerospace's 2025 Sustainability Report (see Helpful Resources on page 88).
18 GE Aerospace 2026 Proxy Statement
Governance
Board Governance Practices
Our Board seeks to operate with the highest degree of effectiveness, supporting a dynamic boardroom culture of independent thought and intelligent debate on critical matters. We take a comprehensive, year‑round view of corporate governance and our adoption of best practices impacts our leadership structure, Board composition and recruitment, director engagement, and accountability to shareholders. Our Board and committee evaluation process allows for annual assessment of our Board practices and the opportunity to identify areas for improvement.
ENGAGED INDEPENDENT OVERSIGHT INCORPORATION OF FEEDBACK
BOARD OPERATIONS•Frequent, regularly scheduled Board calls•Director business visits•Open access to senior management and information•Executive sessions with the CEO scheduled for each regular Board meeting•Executive sessions with just the independent directors in connection with Board meetings•Access to third‑party advisors ANNUAL GOVERNANCE REVIEW•Review and update corporate governance practices based on evolving best practices and stakeholder feedbackANNUAL SELF‑EVALUATION•Formal Board and committee self‑evaluation conducted by lead director or independent third‑party•Feedback incorporated in Board practicesSHAREHOLDER OUTREACH•Regular year‑round engagement with shareholders
GOVERNANCE PRACTICES BOARD COMPOSITION
ACCOUNTABILITY TO SHAREHOLDERS•Proxy access for director candidates nominated by shareholders•Majority voting standard for uncontested director elections•Annual election of all directorsGOVERNANCE PRINCIPLES•Robust lead director functions•Term and age limits for directors•Stock ownership requirements for directors•Prohibition on stock hedging and pledging DIRECTOR RECRUITMENT•Seek directors with relevant expertise for future strategy and broad perspectives based on Board self‑evaluationINDEPENDENT BOARD WITH MIX OF PERSPECTIVES•Set Board size to encourage robust discussion and engagement, while maintaining a mix of perspectives and tenureDIRECTOR EDUCATION•Orientation program to complement the recruitment process•Briefing sessions on topics that present particular risks and opportunities to the company•Site visits to GE Aerospace and customer facilities
How the Board Evaluates Its Effectiveness
Annual Evaluation Process
The Governance Committee oversees and approves the annual formal Board evaluation process and determines whether it is appropriate for the evaluations to be conducted by the lead director or an independent consultant each year. In 2025, the evaluation process was conducted by an independent consultant.
1 WRITTEN QUESTIONNAIRES 3 DISCUSSION OF RESULTS
Directors completed written questionnaires, which are benchmarked and refreshed each year focusing on the performance of the Board and each of its committees. The independent consultant reviewed the written questionnaires and interview responses and then met with the full Board to discuss the findings from the evaluation.
2 INDIVIDUAL INTERVIEWS 4 USE OF FEEDBACK
The independent consultant conducted one‑on‑one interviews with each member of the Board focused on:•reviewing the Board’s and its committees’ performance over the prior year; and•identifying areas for potential enhancements of the Board’s and its committees’ processes going forward. The Board and each of its committees developed plans to take actions based on the results, as appropriate.
GE Aerospace 2026 Proxy Statement 19
Governance
Shareholder Engagement in 2025
We have ongoing and robust engagement with our shareholders that includes governance‑focused engagement meetings throughout each year. We value being close to our shareholders and hearing their feedback directly, as we seek to continue to improve GE Aerospace’s performance, programs and reporting. The engagements highlighted below are in addition to the regular discussions that our senior leadership and Investor Relations teams have with many shareholders, which often include governance, sustainability and similar matters as well.
Where to find more informationSee the Letter from our Lead Director on page 2, the Letter from the Management Development & Compensation Committee on page , and Shareholder Engagement on Executive Compensation on page for additional discussion informed by our shareholder engagement.
Regular Outreach to Engage with Shareholders
Who We Met With
Reached out for engagement with shareholders representing 67% of outstanding shares held by institutional investors Represents 54% of total outstanding shares
Engaged with shareholders representing 60% of outstanding shares held by institutional investors Represents 48% of total outstanding shares
Directors directly engaged with shareholders representing 36% of outstanding shares held by institutional investors Represents 29% of total outstanding shares
Integrated Engagement Team
Legal, Human Resources, Investor Relations and Sustainability, and independent directors also led some meetings
Topics Discussed
Company strategy and risk management Board oversight and governance Talent development and succession planning Executive compensation Sustainability matters
Feedback
We share investor feedback with the relevant Board committees as well as senior management, and this regularly informs our corporate governance, executive compensation and sustainability practices and disclosure.
20 GE Aerospace 2026 Proxy Statement
Governance
Other Governance Policies & Practices
Director Attendance at Meetings
The Board expects directors to attend all meetings of the Board and the committees on which the director serves, as well as the Annual Meeting.
BOARD/COMMITTEE MEETINGS. In 2025, each of our current directors attended at least 75% of the meetings held by the Board and committees on which the member served during the period the member was on the Board or committee. Average attendance by our directors for these meetings was 97% during 2025.
ANNUAL MEETING. All of our director nominees who were members of the Board at the time attended the 2025 Annual Meeting.
Board Integrity Policies
CODE OF CONDUCT. All directors, officers and employees of GE Aerospace are expected to act ethically at all times and in accordance with GE Aerospace’s code of conduct (The Spirit & The Letter). Under the Board’s Governance Principles, the Board does not permit any waiver of any ethics policy for any director or executive officer. The Spirit & The Letter, and any amendments to the code that we are required to disclose under SEC and NYSE rules, are posted on GE Aerospace’s website (see Helpful Resources on page 88).
CONFLICTS OF INTEREST. All directors are required to recuse themselves from any discussion or decision affecting their personal, business or professional interests. If an actual or potential conflict of interest arises, the director is required to promptly inform the Chairman/ CEO and the lead director. The Governance Committee reviews any such conflict of interest. If any significant conflict cannot be resolved, the director involved is expected to resign.
Limits on Director Service on Other Public Boards
GE AEROSPACE POLICY. As discussed in detail in the Board’s Governance Principles, and summarized in the table below, the Board has adopted policies designed to help confirm that all our directors have sufficient time to devote to GE Aerospace matters. The Board reviews compliance with these policies in connection with approving the director slate for election at the annual meeting. All director nominees are in compliance with the policies below.
PERMITTED # OF PUBLIC COMPANY BOARDS
(INCLUDING GE AEROSPACE)
Public company executives 2*
Other directors 4
PERMITTED # OF PUBLIC COMPANY AUDIT COMMITTEES
(INCLUDING GE AEROSPACE)
Audit Committee member 3**
OTHER RESTRICTIONS
Lead Director Typically, should not serve as lead director, chair or CEO of another public company
* Service on the board of a public company for which a director serves as an executive, together with service on the board of any public company subsidiary or public affiliates as part of the director’s executive responsibilities, counts as one board for purposes of this limit.
** Unless the member is a retired certified public accountant, CFO, controller or has similar experience in which case the limit for such member is four public company audit committees (including GE Aerospace) if the Board affirmatively determines that such service does not impair service on GE Aerospace’s Audit Committee.
HOW YOU CAN FIND MORE INFORMATION ABOUT OUR GOVERNANCE PRACTICESEach year we review GE Aerospace’s governance documents and update them as appropriate. These documents include the Board’s Governance Principles — which include our director qualifications and director independence guidelines — as well as Board committee charters. The web links for these materials can be found under Helpful Resources on page 88.HOW YOU CAN COMMUNICATE WITH THE BOARDThe Audit Committee and the independent directors have established procedures to enable anyone who has a comment or concern about GE Aerospace’s conduct — including any employee who has a concern about our accounting, internal accounting controls or auditing matters — to communicate that comment or concern directly to the lead director or to the Audit Committee. Information on how to submit these comments or concerns can be found on GE Aerospace’s website (see Helpful Resources on page 88).
GE Aerospace 2026 Proxy Statement 21
Governance
How We Assess Director Independence
BOARD MEMBERS. The Board’s Governance Principles require all non‑management directors to be independent. All of our director nominees (shown under Election of Directors on page 6) other than Mr. Culp are independent. Former directors Stephen Angel and Edward Garden were independent through the periods that each served on our Board during 2025.
•The Board’s guidelines. For a director to be considered independent, the Board must determine that he or she does not have any material relationship with GE Aerospace. The Board’s guidelines for director independence conform to the independence requirements in the New York Stock Exchange’s (NYSE) listing standards. In addition to applying these guidelines, which are in the Board’s Governance Principles (see Helpful Resources on page 88), the Board considers all relevant facts and circumstances when making an independence determination.
•Applying the guidelines in 2025. In assessing director independence for 2025, the Board considered relevant transactions, relationships and arrangements, including relationships among Board members, their family members and the company, as described below.
COMMITTEE MEMBER INDEPENDENCE. All members of the Audit Committee, the Compensation Committee, and the Governance Committee must be independent, as defined by the Board’s Governance Principles. Committee members must also meet additional committee‑specific standards described below:
•Heightened standards for Audit Committee members. Under a separate SEC independence requirement, Audit Committee members may not accept any consulting, advisory or other fees from GE Aerospace or any of its subsidiaries, except compensation for Board service.
•Heightened standards for Compensation Committee members. Under NYSE rules, the Board also considers sources of compensation, including any consulting, advisory or other compensation paid by GE Aerospace or a subsidiary. Additionally, all members must satisfy the requirements of a Non‑Employee Director under Rule 16b‑3 of the Securities Exchange Act of 1934.
The Board has determined that all members of the Audit, Compensation and Governance Committees are independent and also satisfy applicable committee‑specific independence requirements.
Relationships and Transactions Considered for Director Independence
The Board considered the following relationships and transactions in making its determinations of director independence.
TRANSACTIONS CONSIDERED FOR DIRECTOR INDEPENDENCE
DIRECTOR/NOMINEE ORGANIZATION RELATIONSHIP SALES TOGE AEROSPACE <1% OFOTHER COMPANY’SREVENUES OR <$1M PURCHASES FROMGE AEROSPACE <1% OFOTHER COMPANY’SREVENUES OR <$1M INDEBTEDNESS TO
GE AEROSPACE <1% OF
EITHER COMPANY’S
ASSETS
Angel CSX CEO N/A
Bazin Accor Chair & CEO N/A N/A
Garden Garden Investments CEO N/A N/A
Horton Global Infrastructure Partners Partner N/A N/A
BlackRock * N/A
All directors Various charitable organizations Executive Charitable contributions from GE Aerospace<1% of the organization’s revenues
* In October 2024, BlackRock acquired Global Infrastructure Partners.
22 GE Aerospace 2026 Proxy Statement
Governance
Related Person Transactions & Other Information
HOW WE REVIEW AND APPROVE TRANSACTIONS. We review all relationships and transactions in which the company and our directors and executive officers or their immediate family members and our five percent or greater shareholders participate if the amount involved exceeds $120,000. The purpose of this review is to determine whether they have a material interest in the transaction, including an indirect interest. The company’s legal staff is primarily responsible for making these determinations based on the relevant facts and circumstances, and for developing and implementing processes and controls for obtaining information about these transactions from directors and executive officers. In addition, the Governance Committee reviews and approves any such related person transaction. As described in the Governance Principles, which are available on GE Aerospace’s website (see Helpful Resources on page 88), in the course of reviewing and approving a disclosable related person transaction, the Governance Committee considers the factors described below. As SEC rules require, we disclose in our proxy statement all such transactions that are determined to be directly or indirectly material to a related person. Since January 1, 2025, there have been no related person transactions that met the requirements for disclosure in this proxy statement, except that Fidelity (a five percent or greater shareholder) or its affiliates served as the recordkeeper or directed trustee for certain retirement plans sponsored by the Company or affiliates. Fidelity received approximately $5.1 million for these services in 2025.
FACTORS USED IN ASSESSING RELATED PERSON TRANSACTIONS•Nature of related person’s interest in transaction•Material transaction terms, including amount involved and type of transaction•Importance of transaction to related person and GE Aerospace•Whether transaction would impair a director or executive officer’s judgment to act in GE Aerospace’s best interest•Any other matters the committee deems appropriate, including any third‑party fairness opinions or other expert reviews obtained in connection with the transaction
For a description of shareholder derivative lawsuits involving certain current and former GE Aerospace executives and members of the Board, refer to Note 24. Commitments, Guarantees, Product Warranties and Other Loss Contingencies in GE Aerospace’s financial statements in our Annual Report on Form 10‑K for the year ended December 31, 2025.
GE Aerospace 2026 Proxy Statement 23
Governance
Director Compensation for 2025
The compensation program for independent directors is designed to achieve the following goals:
•Fairly pay directors for the work required at a company of GE Aerospace’s size and scope, as benchmarked against our peer group;
•Align directors’ interests with the long‑term interests of GE Aerospace shareholders; and
•Be simple, transparent and easy for shareholders to understand.
2025 Annual Director Compensation
Our independent directors received annual 2025 compensation as shown in the 2025 Director Compensation Table on page 25.
GE AEROSPACE DIRECTOR COMPENSATION PROGRAM. We maintain the GE Aerospace 2024 Non‑Employee Director Compensation Plan (the GE Aerospace Director Compensation Program). Our independent directors received compensation under this program in 2025 as shown in the table below which remained the same as the non-employee director compensation program for 2024 except for the addition of the Classified Programs Committee chair retainer in connection with the establishment of the committee in June 2025.
All independent directors •Time of payment. Quarterly cash installments in arrears (subject to a deferral election) and annual grant of RSUs on the date of the Annual Meeting•Limit on director compensation. $1,000,000 annually, including cash earned & equity granted (regardless of any deferral election)
Annual cash retainer $140,000
Restricted stock units (RSUs) $185,000
Lead director $50,000
Audit Committee chair $30,000
Compensation Committee chair $25,000
Governance Committee chair $20,000
Classified Programs Committee chair $15,000
•HOW RESTRICTED STOCK UNITS WORK. Each RSU is equivalent to one share of GE Aerospace stock and will fully vest on the earlier of (i) the one‑year anniversary of the grant date, or (ii) the next GE Aerospace annual meeting of shareholders after the grant date. To calculate the number of RSUs to be granted, we divide the target value of the RSUs by the average closing price of GE Aerospace stock for the 30 days preceding and including the grant date. RSUs accumulate quarterly dividend‑equivalent payments in the form of additional RSUs. RSUs are settled within two weeks of vesting unless the director has elected for deferred settlement (in which case RSUs are settled one year after the director leaves the Board).
•HOW CASH RETAINER DEFERRALS WORK. Directors may elect to defer some or all of their cash retainers into an interest account and/or into phantom stock units (Phantom Units). Interest accounts under the GE Aerospace Director Compensation Program are credited with interest monthly based on the prior calendar month’s average yield for U.S. Treasury notes and bonds with maturities from 10 to 20 years. Phantom Units are equal in value to a share of GE Aerospace stock and are fully vested upon grant, but do not have voting rights. If a director elects to defer into Phantom Units, the number of Phantom Units to be granted is calculated by dividing the cash retainer deferred by the average closing price of GE Aerospace stock for the 30 days preceding and including the grant date (which is the date the cash retainer would have been paid). Phantom Units accumulate quarterly dividend‑equivalent payments in the form of additional Phantom Units. The Phantom Units are paid out in cash beginning one year after the director leaves the Board. Directors may elect to take their Phantom Units payments as a lump sum or in payments spread out over five or ten annual installments.
OTHER COMPENSATION. Our independent directors may also receive the following benefits:
•MATCHING GIFT PROGRAM. Independent directors may participate in the GE Aerospace Foundation's Matching Gifts Program on the same terms as GE Aerospace employees. Under this program, the GE Aerospace Foundation matches for each participant up to $5,000 for annual contributions to approved charitable organizations.
•INCIDENTAL BOARD MEETING EXPENSES. The company may occasionally provide travel and sponsor activities for spouses or other guests of the directors in connection with Board meetings. No such expenses were incurred during 2025.
No Additional Director Compensation for Independent Directors
Independent directors do not receive any cash incentive compensation or pension benefits. Directors who are company employees do not receive any compensation for their services as directors.
Director Compensation for 2026
In its annual review of director compensation in early 2026, the Board increased the annual cash retainer from $140,000 to $150,000 and the RSU grant from $185,000 to $200,000 to better align with the competitive market as informed by peer group benchmarking. The change will become effective on May 5, 2026, the date of the 2026 Annual Meeting.
Share Ownership Requirements for Independent Directors
STOCK OWNERSHIP REQUIREMENTS (MULTIPLE OF ANNUAL CASH RETAINER)
5X for independent directors
All independent directors are required to hold at least five times the annual cash retainer ($700,000 for 2025) worth of GE Aerospace stock, deferred stock units (DSUs), RSUs and/or Phantom Units while serving as a GE Aerospace director. A director has five years from joining the Board to meet this ownership threshold. All directors are in compliance with this requirement.
GE Aerospace 2026 Proxy Statement
Governance
2025 Director Compensation Table
This table shows the compensation that each director earned for his or her 2025 Board and committee service. For Mr. Culp’s compensation refer to the Summary Compensation Table on page 39.
NAME OF DIRECTOR CASH FEES STOCK AWARDS ALL OTHER COMP TOTAL
Stephen Angel* $0 $359,040 $0 $359,040
Sébastien Bazin $0 $345,795 $0 $345,795
Margaret Billson $140,000 $201,925 $1,000 $342,925
Wesley Bush* $11,793 $75,574 $0 $87,367
Thomas Enders $140,000 $201,925 $0 $341,925
Edward Garden $140,000 $201,925 $0 $341,925
Isabella Goren $170,000 $201,925 $5,000 $376,925
Thomas Horton $191,467 $201,925 $0 $393,392
Catherine Lesjak $160,367 $201,925 $5,000 $367,292
Darren McDew $147,500 $201,925 $0 $349,425
* The amounts reported represent pro-rata compensation earned for Board service for Mr. Angel, who departed the Board on December 4, 2025, and Mr. Bush, who joined the Board on December 1, 2025.
CASH FEES. Amount of cash compensation earned in 2025 for Board and committee service.
STOCK AWARDS. Aggregate grant date fair value of RSUs and Phantom Units granted in 2025, as calculated in accordance with SEC rules, including amounts that the directors deferred into Phantom Units in lieu of all or a part of their cash compensation. Grant date fair value is calculated by multiplying the number of RSUs and Phantom Units granted by the closing price of the company's stock on the grant date (or the last trading day prior to the grant date), which was $200.15 for March 31, 2025 grants, $208.60 for May 6, 2025 grants, $257.39 for June 30, 2025 grants, $300.82 for September 30, 2025 grants, $288.45 for the December 1, 2025 grant and $308.03 for December 31, 2025 grants. The table below shows the cash amounts that the directors deferred into Phantom Units in 2025, the total number of DSUs and Phantom Units accrued as of 2025 fiscal-year end and the total number of RSUs unvested or deferred as of 2025 fiscal year‑end.
DIRECTOR CASH DEFERRED INTO # OF DSUs ACCRUEDAT 2025 FISCALYEAR‑END* # OF PHANTOM UNITS # OF RSUsUNVESTED ORDEFERRED AT2025 FISCALYEAR‑END**
PHANTOM UNITS IN 2025 ACCRUED AT 2025
FISCAL YEAR‑END
Stephen Angel $152,894 6,657 1,247 1,176
Sébastien Bazin $140,000 26,200 1,092 2,146
Margaret Billson $0 477 0 2,146
Wesley Bush $0 0 0 262
Thomas Enders $0 473 0 2,146
Edward Garden $0 14,351 0 970
Isabella Goren $0 4,159 0 2,146
Thomas Horton $0 15,664 0 970
Catherine Lesjak $0 11,938 0 970
Darren McDew $0 1,528 0 2,146
* Represents DSUs denominated in company stock granted under the prior General Electric 2003 Non-Employee Director Compensation Plan (which was in effect until May 7, 2024).
** Includes unvested RSUs granted in 2025 (including 968 unvested RSUs for each director nominee, except for Mr. Bush who received a pro-rata grant of 262 RSUs upon joining the Board in December 2025), RSUs granted in 2024 for which the director elected to defer settlement, and RSUs accrued as dividend equivalents on such RSU grants.
ALL OTHER COMPENSATION. Includes contributions to approved charitable organizations under the GE Aerospace Foundation Matching Gifts Program.
GE Aerospace 2026 Proxy Statement
Governance
Stock Ownership Information
Beneficial Ownership Table
The following table shows beneficial ownership of our common stock as calculated under SEC rules, as of December 31, 2025, for (i) our directors and nominees, (ii) our named executives, (iii) our current directors and executives as a group, and (iv) beneficial owners of more than 5% of our common stock. Except to the extent noted below, everyone included in the table has sole voting and investment power over the shares reported. None of the shares are pledged as security by the named person, although standard brokerage accounts may include non‑negotiable provisions regarding set‑offs or similar rights.
DIRECTORS AND DIRECTOR NOMINEES NUMBER OF PERCENT OF
SHARES CLASS
Sébastien Bazin 0 * **
Margaret Billson 0 * **
Wesley Bush 972 * **
Thomas Enders 0 * **
Edward Garden 1,082 * **
Isabella Goren 0 * **
Thomas Horton 8,078 * **
Catherine Lesjak 1,172 * **
Darren McDew 0 * **
Total 11,304 * **
NAMED EXECUTIVES NUMBER OF PERCENT OF
SHARES CLASS
H. Lawrence Culp, Jr. 1,612,480 **
Rahul Ghai 140,216 **
Russell Stokes 659,867 **
Mohamed Ali 48,480 **
John Phillips, III 7,685 **
Total 2,468,728 **
CURRENT DIRECTORS & EXECUTIVES
Current directors & executives as a group (16 people) 1,964,879 **
* Does not include DSUs, Phantom Units, unvested RSUs or vested but deferred RSUs granted to directors, all of which are not paid or settled until the director leaves the GE Aerospace Board. See the 2025 Director Compensation Table on page for the number of DSUs, RSUs and Phantom Units each independent director has accrued.
** Less than 1%.
For the directors, nominees & named executives, the table includes (i) shares that may be acquired under stock options that are or will become exercisable within 60 days: Ali (20,209), Culp (0), Ghai (0), Phillips (6,299) and Stokes (434,815), (ii) RSUs that will vest in 60 days: Ali (19,886), Culp (401,646), Ghai (59,641) and Stokes (74,618) and (iii) shares over which the named individual has shared voting and investment power through family trusts or other accounts: Ali (1), Bush (972), Culp (1,210,834), Horton (6,906) and Ghai (5).
For our current directors & executives as a group, the table includes (i) 71,915 shares that may be acquired under stock options that are or will become exercisable within 60 days, (ii) 539,555 RSUs and PSUs that will vest in 60 days and (iii) 1,218,718 shares over which there is shared voting and investment power.
5% BENEFICIAL OWNERS NUMBER OF PERCENT OF
SHARES CLASS
The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355 88,439,179 8.4 %
BlackRock, Inc., 50 Hudson Yards, New York, NY 10001 82,447,476 7.9 %
Fidelity Management & Research, 245 Summer Street, Boston, MA 02210 66,923,455 6.4%
Total 22.7%
For our 5% beneficial owners, the table includes:
(# OF SHARES) VANGUARD BLACKROCK FIDELITY
Sole voting power 0 73,524,638 58,040,726
Shared voting power 1,326,088 0 0
Sole investment power 84,015,366 82,447,476 66,923,455
Shared investment power 4,423,813 0 0
The foregoing information is based solely on the Schedule 13G/A filed by Fidelity, Vanguard and BlackRock on February 9, 2024, February 13, 2024, and January 31, 2025, respectively.
DELINQUENT SECTION 16(a) REPORTS. The company believes, based on our records and review of filings with the SEC, that during 2025, our directors and executive officers filed all reports under Section 16(a) of the Securities Exchange Act of 1934 on a timely basis, except that a Form 4 for Mr. Garden was filed late due to administrative oversight related to a gift of shares, resulting in one transaction not being reported on a timely basis.
GE Aerospace 2026 Proxy Statement
Compensation