GEVGE Vernova
INTRODUCTION. GE Vernova Inc. (the Company, GE Vernova, our, we, or us) is a global leader in the electric power industry, with products and services that generate, transfer, orchestrate, convert, and store electricity. 10-K, Item 1
Deals between GEV and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement. Below: what the proxy filed 2026-04-03 reports that the one filed 2025-03-28 did not, quoted as filed.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-28.
Nothing new: every deal in this year's section was reported last year too.
No longer reported 9 paragraphs of the proxy filed 2025-03-28 with nothing like them this year
RELATED PERSON TRANSACTION POLICY“Victor Robert Abate IV, who is the son of Vic Abate, Chief Executive Officer, Wind, is employed by the Company as Senior Manufacturing Staff Manager - Lean Manufacturing. In 2024, he received total compensation of approximately $220,000. His compensation was established by the Company in accordance with our standard compensation practices, generally applicable to employees in similar positions with comparable qualifications, tenure, and responsibilities and without the involvement of Vic Abate.”
Read it in last year's proxy ↗
AGREEMENTS WITH GE“In order to govern the ongoing relationships between us and GE after the Spin-Off and to facilitate an orderly separation and transition, we and GE entered into agreements prior to the Spin-Off providing for various services and rights following the Spin-Off, and under which we and GE agreed to indemnify each other against certain liabilities arising from our respective businesses. The following summarizes the terms of the material agreements entered into with GE.”
Read it in last year's proxy ↗
Separation and Distribution Agreement“The Separation and Distribution Agreement sets forth our agreements with GE regarding the principal actions to be taken in connection with the Spin-Off, including the transfer of assets and assumption of liabilities, and establishes certain rights and obligations between us and GE following the Spin-Off, including procedures with respect to claims subject to indemnification and related matters. Following the Spin-Off, we have remaining performance guarantees provided by or”
Read it in last year's proxy ↗
Certain Relationships and Related-Party and Other Transactions“through us for the benefit of GE, and GE has remaining performance and bank guarantees provided by or through GE for our benefit. Under the Separation and Distribution Agreement, we are obligated to use our reasonable best efforts to replace GE, in the case of guarantees supporting us, and GE is obligated to use its reasonable best efforts to replace us, in the case of guarantees supporting GE, as the guarantor under such guarantees or to terminate such guarantees and, in each case, to obtain full written releases for the applicable guarantor under such guarantees. As of December 31, 2024, we estimated GE Vernova RPO and other obligations that relate to GE credit support to be approximately $17 billion, an over 74% reduction since December 31, 2023 and over 52% reduction since the Spin-Off.”
Read it in last year's proxy ↗
Transition Services Agreements“The Transition Services Agreements governs all matters relating to the provision of services between the Company and GE on a transitional basis. The services the Company receives include support for digital technology, human resources, supply chain, finance, and real estate services, among others, which are generally intended to be provided for a period of no longer than two years following the Spin-Off.”
Read it in last year's proxy ↗
Tax Matters Agreement“The Tax Matters Agreement governs the respective rights, responsibilities, and obligations between the Company and GE with respect to all tax matters (excluding employee-related taxes covered under the Employee Matters Agreement), in addition to certain restrictions which generally prohibit us from taking or failing to take any action in the two-year period following the Spin-Off that would prevent the Spin-Off from qualifying as tax-free for U.S. federal income tax purposes, including limitations on our ability to pursue certain strategic transactions. The agreement specifies the portion of tax liability for which the Company will bear contractual responsibility, and the Company and GE each agree to indemnify each other against any amounts for which such indemnified party is not responsible.”
Read it in last year's proxy ↗
Employee Matters Agreement“The Employee Matters Agreement provides certain protections for our employees and former employees, sets forth general responsibilities related to employee benefit compensation plans, and provides for mutual non-solicitation obligations with respect to employees at the Senior Professional Band level (as defined therein) with customary exemptions.”
Read it in last year's proxy ↗
Employee Matters Agreement“Except as specifically provided in the Employee Matters Agreement, we are generally responsible for all employment, employee compensation, and employee benefits-related liabilities relating to employees, former employees, and other individuals allocated to us. For these individuals, we have assumed certain assets and liabilities with respect to GE’s U.S. and non-U.S. benefit plans.”
Read it in last year's proxy ↗
Employee Matters Agreement“The Employee Matters Agreement incorporates the indemnification provisions contained in the Separation and Distribution Agreement and provides that we will indemnify GE for certain liabilities associated with the failure to comply with our obligations under the Employee Matters Agreement, for any employment liabilities related to employees, former employees, and other individuals allocated to us that cannot be assumed, retained, transferred, or assigned as a matter of law, and for claims related to our adoption or assumption of certain employee benefit and compensation plans, and any future actions that we take with respect to those plans.”
Read it in last year's proxy ↗
New wording of the review policy 1 paragraph without an amount or a name
Related person transaction policy“As described in the Governance Principles, which are available on our website, in the course of reviewing and approving a related person transaction, the Audit Committee considers the factors described below.”
Read it in the proxy ↗
The whole section 5 paragraphs, proxy filed 2026-04-03
Related person transaction policy“How we review and approve related person transactions. We review all transactions, arrangements or relationships in which we participate and one of our directors, executive officers, or 5% stockholders (or their immediate family members) have an interest if the amount involved exceeds $120,000. The purpose of this review is to determine whether the director, executive officer, or 5% stockholder (or their family members) have a direct or indirect material interest in the transaction, arrangement, or relationship. 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 Audit Committee reviews and approves any related person transaction. The committee approved the following transactions: the non-executive employment of Mr. Abate’s son and Mr. Koziner’s spouse by the Company, each with annual compensation between $120,000 and $400,000, plus customary benefits.”
Read it in the proxy ↗
Related person transaction policy“As described in the Governance Principles, which are available on our website, in the course of reviewing and approving a related person transaction, the Audit Committee considers the factors described below.”
Read it in the proxy ↗
Related person transaction policy“the material terms of the transaction, including without limitation, the amount and type of transaction;”
Read it in the proxy ↗
Related person transaction policy“whether the transaction would impair the judgment of a director or executive officer to act in the best interest of the Company; and • any other matters the committee deems appropriate, including any third-party fairness opinions or other expert review obtained by the Company in connection with the transaction.”
Read it in the proxy ↗
Related person transaction policy“In its review of any related person transaction, the committee shall also consider if such transaction is consistent with the interests of the Company and its stockholders. Any committee member who is a related person with respect to a transaction under review may not participate in the committee’s deliberations or vote respecting such transaction; provided, however, that such director may be counted in determining the presence of a quorum at a meeting of the committee which considers the transaction.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗
Work on GEV in a spreadsheet:
Excel workbook (a sheet per section, ten years by column, charts, links to the filings) ·
CSV.
For a Google Sheet that stays up to date, paste =IMPORTDATA("https://tickdelta.com/company/GEV/export.csv") into a cell.