Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As previously reported by General Electric Company ("GE" or the "Company") on a
Current Report on Form 8-K filed with the Securities and Exchange Commission on
July 31, 2019, Jamie Miller will transition from her role as the Company's
Senior Vice President, Chief Financial Officer ("CFO") after assisting with the
transition to her successor. As announced on November 25, 2019, the Company has
appointed Carolina Dybeck Happe as its next Senior Vice President, CFO. The
Company expects Ms. Dybeck Happe to commence employment with the Company as
Senior Vice President, CFO on March 1, 2020.
On February 17, 2020, Ms. Miller and the Company entered into a Separation
Agreement & Release (the "Agreement"). Pursuant to the terms of the Agreement,
Ms. Miller will remain employed with the Company until September 30, 2020, or
such earlier date as may be agreed between Ms. Miller and the Company (the
"Separation Date"), during which period she will be eligible to receive her
regular salary and benefits. Following Ms. Dybeck Happe's commencing employment
as Senior Vice President, CFO, Ms. Miller will remain employed in a special
projects role to assist with the CFO transition and to work on such other
matters and projects as may be directed by the Chief Executive Officer.
Under the terms of the Agreement, GE will provide certain compensation
arrangements, including: (1) Ms. Miller will receive severance pay in the amount
of $2,900,000 (equal to one times her annual salary and target bonus), paid in
equal bi-weekly installments for the twelve-month period following the
Separation Date, during which time Ms. Miller must be available to provide
reasonable transition assistance and answer questions related to her Company
employment; (2) Ms. Miller will receive a bonus for the 2020 plan year at no
less than the Corporate pool funding level, which shall be pro-rated based on
time employed with the Company during the year; (3) Ms. Miller's outstanding
stock options and restricted stock units ("RSUs") granted at least one year
prior to the Separation Date and that would otherwise vest through December 31,
2022 will vest as soon as practicable after the Separation Date, and such stock
options will have an exercise period up to the earlier of their existing
expiration date and December 31, 2022; and (4) Ms. Miller's outstanding
performance share units ("PSUs") that were granted at least one year prior to
the Separation Date will remain eligible to vest based upon the Company's actual
performance in accordance with GE's normal processes. The Company anticipates
that Ms. Miller will not receive an annual equity award in 2020. Based upon her
age and years of service, Ms. Miller is not eligible to receive a GE pension or
benefits under the GE Supplementary Pension Plan, and she will not receive any
pension benefits under the terms of the Agreement. Under the Agreement, Ms.
Miller has granted a release to the Company and agreed to certain cooperation,
confidential information, non-competition, and non-solicitation covenants.
(d) Exhibits.
1.01 . Separation Agreement & Release, dated February 17, 2020, between Jamie
Miller and General Electric Company.
104. The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL.
(2)
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