gehc-20240404
0001932393DEF 14AFALSE00019323932023-01-012023-12-31iso4217:USDxbrli:pure00019323932022-01-012022-12-310001932393gehc:StockAwardsAdjustmentsMemberecd:PeoMember2023-01-012023-12-310001932393gehc:StockAwardsAdjustmentsMemberecd:NonPeoNeoMember2023-01-012023-12-310001932393gehc:EquityAwardsGrantedInFiscalYearsUnvestedAndOutstandingMemberecd:PeoMember2023-01-012023-12-310001932393gehc:EquityAwardsGrantedInFiscalYearsUnvestedAndOutstandingMemberecd:NonPeoNeoMember2023-01-012023-12-310001932393gehc:EquityAwardsGrantedInPriorYearsUnvestedAndOutstandingMemberecd:PeoMember2023-01-012023-12-310001932393gehc:EquityAwardsGrantedInPriorYearsUnvestedAndOutstandingMemberecd:NonPeoNeoMember2023-01-012023-12-310001932393gehc:EquityAwardsGrantedInPriorYearsVestedMemberecd:PeoMember2023-01-012023-12-310001932393gehc:EquityAwardsGrantedInPriorYearsVestedMemberecd:NonPeoNeoMember2023-01-012023-12-310001932393gehc:EquityAwardsThatFailedToMeetVestingConditionsMemberecd:PeoMember2023-01-012023-12-310001932393gehc:EquityAwardsThatFailedToMeetVestingConditionsMemberecd:NonPeoNeoMember2023-01-012023-12-310001932393gehc:ChangeInPensionValueMemberecd:PeoMember2023-01-012023-12-310001932393gehc:ChangeInPensionValueMemberecd:NonPeoNeoMember2023-01-012023-12-310001932393ecd:PeoMember2023-01-012023-12-310001932393ecd:NonPeoNeoMember2023-01-012023-12-31000193239312023-01-012023-12-31000193239312022-01-012022-12-310001932393gehc:Mr.MakelaMembergehc:UKPensionSaverPlanCompanyContributionAdjustmentMemberecd:NonPeoNeoMember2022-01-012022-12-31000193239322023-01-012023-12-31000193239332023-01-012023-12-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.  )
Filed by the Registrant Filed by a party other than the Registrant

CHECK THE APPROPRIATE BOX:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-pgxx-pic_logo.jpg
GE HealthCare Technologies Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
No fee required
Fee paid previously with preliminary materials
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11




Notice of 2024 Annual Meeting of Stockholders
GE HealthCare Technologies Inc.
500 W. Monroe Street, Chicago, Illinois 60661
Logistics
You are invited to participate in the GE HealthCare Technologies Inc. (“GE HealthCare”) 2024 Annual Meeting of Stockholders. If you were a GE HealthCare stockholder at the close of business on March 25, 2024, the record date, you are entitled to vote at the meeting. Even if you plan to attend the live webcast, we encourage you to submit your vote as soon as possible through one of the methods available to you.
Cordially,
Frank R. Jimenez, Secretary
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_tad.jpg
Time and Date
9:00 a.m. Central Time on
May 21, 2024
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_location.jpg
Venue
Virtual via live webcast at:
www.virtualshareholder meeting.com/GEHC2024
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_recorddate.jpg
Record Date
March 25, 2024
You may log into the meeting 15 minutes prior to the start of the meeting.
Items of Business
Proposal
Board Vote Recommendation
1
Election of the 10 Director Nominees Named in this Proxy Statement for a One-Year Term
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_checkmark-bgturquiose.jpg
FOR
each director nominee
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 21, 2024
This Notice of the 2024 Annual Meeting of Stockholders and proxy statement, as well as GE HealthCare’s 2023 Annual Report on Form 10-K, are available free of charge at www.proxyvote.com or on the Investors section of our website, investor.gehealthcare.com.
The Board of Directors of GE HealthCare is soliciting proxies to be voted at our 2024 Annual Meeting of Stockholders on May 21, 2024, and at any postponed or reconvened meeting. We expect that the proxy materials or a notice of internet availability will be mailed and made available to stockholders beginning on or about April 4, 2024. At the meeting, votes will be taken on the matters listed in the Notice of 2024 Annual Meeting of Stockholders.
Where Can You Find More Information?  See “Voting and Meeting Information” on page 83.
References to our website in this proxy statement, including the contents of GE HealthCare’s Sustainability Report or GE HealthCare’s 2023 Annual Report on Form 10-K, are for the convenience of readers, and information available at or through our website is not a part of, nor is it incorporated by reference in, these documents.
2
Approval of Our Named Executive Officers’ Compensation in an Advisory Vote
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_checkmark-bgturquiose.jpg
FOR
3
Ratification of the Appointment of Deloitte & Touche LLP as Our Independent Auditor for the Fiscal Year Ending December 31, 2024
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_checkmark-bgturquiose.jpg
FOR
Stockholders will also transact such other business as may properly come before the meeting, including any adjournment or postponement thereof.
How You Can Vote
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-monitor_V2.jpg
Via the Internet at
www.proxyvote.com, or at the website indicated on the materials provided to you by your broker
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-smartphone_V2.jpg
By Telephone
Call the telephone number on your proxy card or voting instruction form
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-mail.jpg
By Mail
Sign, date, and return your proxy card or voting instruction form
If you are a beneficial owner and received a voting instruction form, please follow the instructions provided by your bank or broker to vote your shares.



Table of Contents
Forward-Looking Statements
This proxy statement contains forward-looking statements. These forward-looking statements might be identified by words, and variations of words, such as “will,” “expect,” “may,” “would,” “could,” “plan,” “believe,” “anticipate,” “intend,” “estimate,” “potential,” “position,” “forecast,” “target,” “guidance,” “outlook,” and similar expressions. These forward-looking statements may include, but are not limited to, statements about our business operations; our strategy, including with respect to our sustainability initiatives and governance and compensation practices and policies; our agreements with General Electric Company (“GE”); and financial information. Please see our risk factors, as they may be amended from time to time, set forth in our filings with the U.S. Securities and Exchange Commission (the “SEC”), including our most recently filed Annual Report on Form 10-K (the “2023 Form 10-K”). There may be other factors not presently known to us or which we currently consider to be immaterial that could cause our actual results to differ materially from those projected in any forward-looking statements we make. In addition, historical, current, and forward-looking environmental and social-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. We caution you that these statements are not guarantees of future performance, nor promises that goals or targets will be met, and are subject to numerous and evolving risks and uncertainties that we may not be able to predict or assess. We do not undertake any obligation to update or revise our forward-looking statements except as required by applicable law or regulation.
2
GE HEALTHCARE 2024 PROXY STATEMENT


Proxy Statement Summary
This section summarizes and highlights certain information contained in this proxy statement but does not contain all the information that you should consider when casting your vote. Please review the entire proxy statement as well as the 2023 Form 10-K carefully before voting.
2024 Annual Meeting of Stockholders
Date and Time:
May 21, 2024 at 9:00 a.m. Central Time
Location:
Virtual via live webcast at: www.virtualshareholdermeeting.com/GEHC2024
Record Date:
Stockholders of record at the close of business on March 25, 2024 are entitled to attend and vote at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”). On that date, there were 456,328,270 shares of common stock of GE HealthCare Technologies Inc. (“GE HealthCare,” the “Company,” “we,” “us,” or “our”) outstanding and entitled to vote.
Voting Matters and Board Recommendations
Stockholders will be asked to vote on the following matters at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, we encourage you to promptly submit your proxy with your voting instructions. You may do this over the internet, as well as by telephone or mail. See “Voting and Meeting Information” on page 83. The Board of Directors (the “Board”) is not aware of any matter that will be presented for a vote at the Annual Meeting other than those shown below.
Management Proposal
1
Election of the 10 Director Nominees Named in this Proxy Statement for a One-Year Term
At the Annual Meeting, ten director nominees will stand for election to hold office until the 2025 Annual Meeting of Stockholders or until their successors have been elected and qualified.
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_checkmark-bgturquiose.jpg  
The Board recommends a vote FOR each director nominee
See Page 8
ManagementProposal
2
Approval of Our Named Executive Officers’ Compensation in an Advisory Vote
We are asking stockholders to approve, on an advisory basis, the compensation paid to our named executive officers (“NEOs”) in 2023, as described in this proxy statement.
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_checkmark-bgturquiose.jpg  
The Board recommends a vote FOR the say-on-pay proposal
See Page 39
ManagementProposal
3
Ratification of the Appointment of Deloitte & Touche LLP as Our Independent Auditor for the Fiscal Year Ending December 31, 2024
We are asking stockholders to ratify the selection of Deloitte & Touche LLP as our independent auditor for the fiscal year ending December 31, 2024.
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_checkmark-bgturquiose.jpg  
The Board recommends a vote FOR ratification of the Audit Committee’s selection of Deloitte & Touche LLP as our independent auditor for the fiscal year ending December 31, 2024
See Page 79
GE HEALTHCARE 2024 PROXY STATEMENT
3

Proxy Statement Summary
Company Overview
GE HealthCare is a leading global medical technology, pharmaceutical diagnostics, and digital solutions innovator, dedicated to providing integrated solutions, services, and data analytics to make hospitals more efficient, clinicians more effective, therapies more precise, and patients healthier and happier. Serving patients and providers for more than 125 years, GE HealthCare is advancing personalized, connected, and compassionate care, while simplifying the patient’s journey across the care pathway. Together our Imaging, Ultrasound, Patient Care Solutions, and Pharmaceutical Diagnostics businesses help improve patient care from diagnosis, to therapy, to monitoring. We are a $19.6 billion business with approximately 51,000 colleagues working to create a world where healthcare has no limits.
On January 3, 2023, we completed a spin-off from our former parent company, GE. Within this proxy statement, we refer to this transaction, which resulted in GE HealthCare becoming an independent publicly traded company, as the “Spin-Off.”
Strategy
At GE HealthCare, we see possibilities through innovation. We are a leader in precision care, infusing innovation with patient-focused technologies to enable better care. Our strategy is focused on leveraging our strengths, exploring new opportunities, and anticipating future healthcare needs. In our inaugural year as a standalone company, building confidence among our stakeholders—customers, patients, colleagues, stockholders, and partners—has been paramount. In 2023, we announced several transactions and collaborations that complement our existing portfolio, are designed to accelerate our growth strategy, and allow us to invest in technologies, capabilities, and teams to help propel us into the future of precision healthcare. Investment in innovation is the lifeline of our industry, and our substantial investment in research and development is focused on developing digital, artificial intelligence (“AI”)-focused solutions that are accessible, sustainable, interoperable, and beneficial to healthcare providers—advancing our vision to create a world where healthcare has no limits.
Our strategy prioritizes the following pillars:
 https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_precisioncare.jpg
Precision care
Connected care pathways and digitization of healthcare
  https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_growth.jpg
Growth acceleration
Commercial capabilities and product leadership
 https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_BusinessOptimization.jpg 
Business Optimization
Sustainable margin expansion and strong cash flow
Compensation
Our executive compensation program is designed to attract, retain, and motivate top executive talent who create long-term value for our stockholders through execution of our business strategy. In our inaugural year as a standalone company, we established a pay program that is market-competitive, aligned with stockholder interests, and driven by strong governance practices for sound decision-making. Highlights of our executive compensation and governance practices include:
A total rewards philosophy and guiding principles that serve as a clear and transparent framework for considering compensation designs and individual pay levels
An executive compensation program designed to strengthen the link between pay and performance by having a significant portion of total executive compensation at-risk, performance-based, and long-term focused
Use of a balanced mix of cash and equity and annual and long-term incentives
Annual and long-term incentive plans that incorporate business-focused goals, which are complementary, risk-balancing, and designed to encourage an ownership-oriented team
Robust governance practices, including stock ownership requirements, a clawback policy (with mandatory and discretionary components), prohibitions on hedging and pledging, and annual risk assessments
Proactive stockholder outreach to understand their perspectives and views on our executive compensation program and philosophy
4
GE HEALTHCARE 2024 PROXY STATEMENT

Proxy Statement Summary
Director Nominees
The Nominating and Governance Committee (the “Governance Committee”) recommended and the Board nominated each of the 10 incumbent directors for election at the Annual Meeting to hold office until the 2025 Annual Meeting of Stockholders or until their successors have been elected and qualified. Information about each director nominee in this Proxy Statement Summary is as of March 25, 2024.
H. Lawrence Culp, Jr.
Risa Lavizzo‑Mourey
Independent
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-05_425778-1_img_culp_board_boardop.jpg
Chairman
Chairman and Chief Executive Officer
General Electric Company
Chief Executive Officer
GE Aerospace
Age: 61
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-05_425778-1_img_mourey-directornominee.jpg
Lead Director
Nominating and Governance Committee Chair
Professor Emerita
University of Pennsylvania
Former President and Chief
Executive Officer
Robert Wood Johnson Foundation
Age: 69
Peter J. Arduini
Rodney F. Hochman
Independent
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-05_425778-1_img_arduini-directornominee.jpg
President and Chief Executive Officer
GE HealthCare Technologies Inc.
Age: 59
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-05_425778-1_img_hochman-directornominee.jpg
President and Chief Executive Officer
Providence
Age: 68
Lloyd W. Howell, Jr.
Independent
Catherine LesjakIndependent
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-05_425778-1_img_howell-directornominee.jpg
Executive Director
NFL Players Association
Former Executive Vice President, Chief Financial Officer, and Treasurer
Booz Allen Hamilton Holding Company
Age: 57
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-05_425778-1_img_lesjak-directornominee.jpg
Audit Committee Chair
Former Executive Vice President and Chief Financial Officer
HP, and its predecessor, Hewlett-
Packard
Age: 65
Anne T. Madden
Independent
Tomislav MihaljevicIndependent
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-05_425778-1_img_madden-directornominee.jpg
Senior Vice President and
General Counsel
Honeywell International Inc.
Age: 59
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-05_425778-1_img_mihaljevic-directornominee.jpg
Chief Executive Officer and President, Morton L. Mandel CEO Chair
Cleveland Clinic
Age: 60
William J. Stromberg
Independent
Phoebe L. Yang
Independent
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-05_425778-1_img_stromberg-directornominee.jpg
Talent, Culture, and Compensation Committee Chair
Former Chief Executive Officer
T. Rowe Price Group
Age: 64
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-05_425778-1_img_yang-directornominee.jpg
Former General Manager
Amazon Web Services, Healthcare
Age: 55
GE HEALTHCARE 2024 PROXY STATEMENT
5

Proxy Statement Summary
Board of Directors
Directors should possess leadership experience; the highest personal and professional ethics, integrity, and values; a passion for learning; a sense of priorities and balance; talent development experience; and commitment to representing the long-term interests of our stockholders. Our Board aims to create a diverse team of directors representing a range of experience at policy-making levels in business, government, education, and technology, and in areas that are relevant to our global activities, as well as diversity with respect to attributes including, but not limited to, race, ethnicity, gender, and cultural background. Directors must also have an inquisitive and objective perspective, practical wisdom, and mature judgment. Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively. Our Board composition reflects our intention to have a board of directors with a well-rounded variety of experience, industry backgrounds related to our business activities, and diverse personal attributes.
The composition of the Board nominees is:
Age
Diversity
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_pie_age.jpg
We aim to build a diverse board representing a range of backgrounds
3 of 5 Board leadership positions are held by women
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_bar_diversity.jpg
Independence
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_pie_independence.jpg
All independent except for the Chairman and the Chief Executive Officer
All director nominees except our Chairman and our Chief Executive Officer (“CEO”) are independent and meet applicable heightened independence standards for our
Audit Committee, Talent, Culture, and Compensation Committee (“Compensation Committee”), and Governance Committee.
6
GE HEALTHCARE 2024 PROXY STATEMENT

Proxy Statement Summary
Governance
GE HealthCare’s commitment to good corporate governance is embodied in our Governance Principles. The Governance Principles set forth the Board’s governance practices. The Governance Committee assesses the Governance Principles on an ongoing basis in light of current practices. The following is a summary of our significant corporate governance practices.
Key Corporate Governance Practices
Majority of independent directors, with a goal of at least two-thirds independent; 8 out of 10 director nominees are independent
Annual election of all directors by majority vote
No supermajority provisions in governing documents
Strong lead director with clearly delineated duties
Lead director oversees the Board’s periodic review of its leadership structure
Annual Board and committee self-evaluations
Board-level oversight of sustainability matters
Board refreshment mechanism (term limit of
15 years)
Regular executive sessions of independent directors
Board and committees may hire outside advisors independent of management
Clawback policy that applies to all cash and equity incentive awards
Prohibitions against hedging and pledging
Robust stock ownership and retention requirements
Limits on director outside board commitments (“overboarding”)
No poison pill or dual-class shares
Stockholder right to call special meetings at 25%
Proxy access provisions
GE HEALTHCARE 2024 PROXY STATEMENT
7


Corporate Governance
Management Proposal No. 1
Election of
Directors
All nominees are current GE HealthCare Board members.
What are you voting on?
At the Annual Meeting, ten director nominees will stand for election to hold office until the 2025 Annual Meeting of Stockholders or until their successors have been elected and qualified.
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_checkmark-bgturquiose.jpg 
The Board recommends a vote
FOR each director nominee
Nominee Biographies
The following information about each director nominee is as of March 25, 2024.
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-05_425778-1_photo_Culp_rectangle.jpg
H. Lawrence Culp, Jr. | Chairman
Age: 61
Birthplace: United States
Key Skills & Experience
Healthcare Industry
Finance and Accounting
Risk Management
Global
Academia and Nonprofit
Other Current Public Company Boards
General Electric
Prior Public Company Boards
Danaher Corporation
GlaxoSmithKline
T. Rowe Price Group
Other Positions
Member and former Chairman, Board of Visitors & Governors, Washington College
Member, Board of Trustees, Wake Forest University
Chairman and Chief Executive Officer, General Electric Company, and Chief Executive Officer, GE Aerospace
Mr. Culp has served as the Chairman and Chief Executive Officer of GE since September 2018, leading GE’s transformation to become a more focused, simpler, and stronger high-tech industrial company. Under his leadership, GE’s total gross debt reduction was more than $100 billion through 2023. He has championed lean, bringing a focus on customer value, and driving improvements in safety, quality, delivery, and cost. He was the key architect behind GE’s plan to form three industry-leading, global public companies and has served as Chairman of our Board since the successful Spin-Off in January 2023. He also has served as Chief Executive Officer of GE Aerospace since June 2022 and will continue leading the aviation-focused company into the future after the Spin-Off of GE’s portfolio of energy businesses in April 2024.
Prior to joining GE, Mr. Culp spent 25 years at Danaher Corporation (NYSE: DHR) in various capacities, including Group Executive and Corporate Officer, with responsibility for the company’s Environmental and Electronic Test and Measurement platforms while also serving as President of Fluke and Fluke Networks; Executive Vice President; Chief Operating Officer; and President and CEO, a role he held from 2000 to 2014. During his tenure, Danaher increased both its revenues and its market capitalization five-fold. Investors and analysts consistently rank him as one of the top CEOs in annual Institutional Investor surveys, and Harvard Business Review named him one of the Top 50 CEOs in the world.
Mr. Culp is a graduate of Harvard Business School and served as a Senior Lecturer from 2015 to 2018. We believe that Mr. Culp’s globally recognized leadership, risk management, and executive management experience within GE make him uniquely qualified to serve as our Chairman.
8
GE HEALTHCARE 2024 PROXY STATEMENT

Corporate Governance
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-05_425778-1_photo_Mourey_rectangle.jpg
Risa Lavizzo-Mourey | Independent | Lead Director
Chair: Governance Committee
Committee Memberships
Governance Committee
Age: 69
Birthplace: United States
Key Skills & Experience
Healthcare Industry
Science and Technology
Risk Management
Government and Legal
Academia and Nonprofit
Other Current Public Company Boards
Intel
Merck
Prior Public Company Boards
Hess
General Electric
Better Therapeutics
Other Positions
Chair, Smithsonian Institution Board of Regents
Advisory Board Member, National Museum of Natural History
Governor, TIAA
Trustee, Howard Hughes Medical Institute
Professor Emerita, University of Pennsylvania, and Former President and Chief Executive Officer, Robert Wood Johnson Foundation
Dr. Lavizzo-Mourey has served as Lead Director of our Board since the Spin-Off. Dr. Lavizzo-Mourey served as the Robert Wood Johnson Foundation Professor of Health Equity and Health Policy from January 2018 to January 2021. From 2003 to 2017, Dr. Lavizzo-Mourey was the Chief Executive Officer of the Robert Wood Johnson Foundation, where she spearheaded initiatives to reverse the childhood obesity epidemic, create an affordable and inclusive healthcare system, and address social factors associated with adverse health impacts. Dr. Lavizzo-Mourey was a professor at the University of Pennsylvania from 1986 until 2003 where she served as Chief of Geriatric Medicine and Director of the Institute of Aging. She also has extensive government experience in a wide range of roles from 1985 to 1998, including as a Co-Chair of the White House Health Care Reform Task Force and as an Advisory Committee Member on the President’s Advisory Commission on Consumer Protection and Quality in the Health Care Industry. We believe Dr. Lavizzo-Mourey is well-qualified to serve on our Board because of her extensive leadership experience, accomplishments in both academia and nonprofit organizations, and healthcare knowledge.
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-05_425778-1_photo_Arduini_rectangle.jpg
Peter J. Arduini
Age: 59
Birthplace: United States
Key Skills & Experience
Healthcare Industry
Finance and Accounting
Science and Technology
Risk Management
Global
Other Current Public Company Boards
Bristol Myers Squibb
Prior Public Company Boards
Integra LifeSciences
Other Positions
Chair of Board of Directors, Advanced Medical Technology Association
Director and Chair of Funds Development, National Italian American Foundation
President and Chief Executive Officer, GE HealthCare Technologies Inc.
In December 2022, Mr. Arduini was appointed as our President and Chief Executive Officer in connection with the Spin-Off, and he has also served as a member of the Board since the Spin-Off. He served as the President and Chief Executive Officer of GE’s healthcare business from January 2022 until December 2022. Previously, Mr. Arduini was the President and Chief Executive Officer of Integra LifeSciences, a global medical device manufacturing company, from January 2012 to December 2021. During his tenure as Integra’s Chief Executive Officer, the Integra portfolio evolved significantly to a faster growing and more profitable company through multiple acquisitions and a sustainable research and development pipeline. Prior to Integra, Mr. Arduini worked at Baxter Healthcare as President of its Medication Delivery division. Before Baxter Healthcare, he spent 15 years at GE’s healthcare business in a variety of leadership roles in the United States and globally, including leading the Computed Tomography and Molecular Imaging business, Healthcare Services and U.S. sales. As our Chief Executive Officer and with many years of experience leading organizations that provide healthcare products and services, Mr. Arduini has extensive knowledge of the industry and is uniquely qualified to understand the opportunities and challenges facing our business.
GE HEALTHCARE 2024 PROXY STATEMENT
9

Corporate Governance
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-05_425778-1_photo_Hochman_rectangle.jpg
Rodney F. Hochman | Independent
Committee Memberships
Audit Committee
Governance Committee
Age: 68
Birthplace: United States
Key Skills & Experience
Healthcare Industry
Finance and Accounting
Science and Technology
Risk Management
Academia and Nonprofit
Prior Public Company Boards
Diversey Holdings
Other Positions
Fellow of the American College of Rheumatology
Fellow of the American College of Physicians
University of Washington Foster School of Business
Boston University School of Medicine Dean’s Advisory Board
President and Chief Executive Officer, Providence
Dr. Hochman has served as a member of our Board since the Spin-Off. Since 2016, Dr. Hochman has served as the President and Chief Executive Officer of Providence, a Catholic not-for-profit health system. Dr. Hochman also serves as a member of the board of Providence. From 2013 to 2016, he served as the President and Chief Executive Officer of Providence Health & Services, Inc., which merged with St. Joseph Health to form Providence St. Joseph Health (now Providence) in 2016. Before that, he served as the President and Chief Executive Officer of Swedish Medical Center from 2007 to 2012. From 1998 to 2007, Dr. Hochman held various leadership roles within the Sentara Health System. He is former Chair of the American Hospital Association and the Catholic Health Association. We believe Dr. Hochman is well-qualified to serve on our Board because of his extensive leadership experience, finance and accounting expertise, and healthcare knowledge.
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-05_425778-1_photo_Howell_rectangle.jpg
Lloyd W. Howell, Jr. | Independent
Committee Memberships
Audit Committee | Financial Expert
Compensation Committee
Age: 57
Birthplace: United States
Key Skills & Experience
Healthcare Industry
Finance and Accounting
Science and Technology
Risk Management
Government and Legal
Other Current Public Company Boards
Moody’s
KLDiscovery
Prior Public Company Boards
Integra LifeSciences
Other Positions
Trustee, University of Pennsylvania
Board of Overseers, University of Pennsylvania Engineering School

Executive Director, NFL Players Association, and Former Executive Vice President, Chief Financial Officer, and Treasurer, Booz Allen Hamilton Holding Company
Mr. Howell has served as a member of our Board since the Spin-Off. Mr. Howell has served as the Executive Director of the NFL Players Association since July 2023. From July 2016 to October 2022, Mr. Howell served as Executive Vice President, Chief Financial Officer, and Treasurer of Booz Allen Hamilton Holding Company (“Booz Allen”), a professional services company, and Mr. Howell served as Executive Vice President of Booz Allen from October 2022 through December 2022 to assist Booz Allen with the transition to his retirement. During his more than 34 years at Booz Allen, Mr. Howell held a variety of leadership roles. From 2013 to 2016, he led Booz Allen’s Civil and Commercial Group. Prior to that, he held the position of Executive Vice President, Client Services Office from 2009 to 2013. Mr. Howell has served as Operating Executive for The Carlyle Group, a global investment firm, since March 2023. We believe Mr. Howell is well-qualified to serve on our Board because of his financial expertise and significant leadership and business experience.
10
GE HEALTHCARE 2024 PROXY STATEMENT

Corporate Governance
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-05_425778-1_photo_Lesjak_rectangle.jpg
Catherine Lesjak | Independent
Chair: Audit Committee
Committee Memberships
Audit Committee | Financial Expert
Age: 65
Birthplace: Canada
Key Skills & Experience
Finance and Accounting
Science and Technology
Risk Management
Global
Other Current Public Company Boards
General Electric
PROS Holdings
Prior Public Company Boards
SunPower
Other Positions
Advisory Board, Haas School of Business, University of California, Berkeley
Former Executive Vice President and Chief Financial Officer, HP, and its predecessor, Hewlett-Packard
Ms. Lesjak was appointed to our Board in December 2022 in connection with the Spin-Off. Ms. Lesjak held a broad range of financial leadership roles over a 32-year career at HP Inc. (formerly Hewlett-Packard Company) (“HP”), a multinational information technology company, from which she retired in March 2019. Most recently, from July 2018 until March 2019, she was the interim Chief Operating Officer of HP. From January 2007 to November 2015, Ms. Lesjak was Executive Vice President and Chief Financial Officer of HP, and from November 2015 to July 2018, she was Chief Financial Officer. Ms. Lesjak served as Interim Chief Executive Officer of HP from August 2010 until November 2010. Prior to being named Chief Financial Officer, Ms. Lesjak served as Senior Vice President and Treasurer of HP. Earlier in her career at HP, she managed financial operations for Enterprise Marketing and Solutions and the Software Global Business Unit. We believe Ms. Lesjak is well-qualified to serve on our Board because of her significant risk management and leadership experience and financial expertise.
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-05_425778-1_photo_Madden_rectangle.jpg
Anne T. Madden | Independent
Committee Memberships
Audit Committee | Financial Expert
Governance Committee
Age: 59
Birthplace: United States
Key Skills & Experience
Finance and Accounting
Science and Technology
Risk Management
Government and Legal
Global
Other Positions
Director, Quantinuum, a subsidiary of Honeywell
Senior Vice President and General Counsel, Honeywell International Inc.
Ms. Madden has served as a member of our Board since the Spin-Off. Since October 2017, Ms. Madden has served as Senior Vice President and General Counsel at Honeywell International Inc. (“Honeywell”), a diversified technology and manufacturing company, where she also served as Corporate Secretary from January 2018 to September 2019. Prior to that, Ms. Madden was Vice President, Corporate Development and Global Head of M&A at Honeywell for sixteen years. During her tenure, Honeywell made approximately 100 acquisitions representing approximately $15 billion in revenues and divested approximately 70 businesses representing close to $9 billion of non-core revenues. Ms. Madden joined AlliedSignal, Honeywell’s predecessor, in 1996 as General Counsel of Fluorine Products and, later that year, became Vice President and General Counsel of Specialty Chemicals and then Vice President and Deputy General Counsel of Performance Materials and Technologies. Earlier in her career, Ms. Madden worked at Shearman & Sterling and KPMG. We believe Ms. Madden is well-qualified to serve on our Board because of her significant risk management, legal, and business experience.
GE HEALTHCARE 2024 PROXY STATEMENT
11

Corporate Governance
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-05_425778-1_photo_Mihaljevic_rectangle.jpg
Tomislav Mihaljevic | Independent
Committee Memberships
Governance Committee
Compensation Committee
Age: 60
Birthplace: Croatia
Key Skills & Experience
Healthcare Industry
Science and Technology
Risk Management
Global
Academia and Nonprofit
Prior Public Company Boards
General Electric
Other Positions
Board Co-Chair, US-UAE Business Council
Director, Greater Cleveland Partnership
Director, United Way of Greater Cleveland
Board of Directors and Advisory Board, OneTen
Chief Executive Officer and President, Morton L. Mandel CEO Chair, Cleveland Clinic
Dr. Mihaljevic has served as a member of our Board since the Spin-Off. Since January 2018, Dr. Mihaljevic has served as the Chief Executive Officer and President, Morton L. Mandel CEO Chair, of Cleveland Clinic, a global integrated healthcare system. From 2015 to 2017, Dr. Mihaljevic served as Chief Executive Officer of Cleveland Clinic Abu Dhabi (“CCAD”), the first U.S. multi-specialty hospital to be replicated outside of North America. From 2011 to 2015, he was Chief of Staff and Chairman of the Heart & Vascular Institute at CCAD, leading the recruitment, hiring, and training of the new hospital’s workforce. Dr. Mihaljevic joined Cleveland Clinic in 2004 as a surgeon in the Department of Thoracic and Cardiovascular Surgery. We believe Dr. Mihaljevic is well-qualified to serve on our Board because of his significant leadership and risk management experience and healthcare knowledge.
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-05_425778-1_photo_Stromberg_rectangle.jpg
William J. Stromberg | Independent
Chair: Compensation Committee
Committee Memberships
Audit Committee | Financial Expert
Compensation Committee
Age: 64
Birthplace: United States
Key Skills & Experience
Finance and Accounting
Risk Management
Global
Academia and Nonprofit
Other Current Public Company Boards
T. Rowe Price Group
Other Positions
Advisory Board Chair, Johns Hopkins University Whiting School of Engineering
Board of Trustees, Johns Hopkins University
Board of Directors, Greater Washington Partnership
Former Chief Executive Officer, T. Rowe Price Group
Mr. Stromberg has served as a member of our Board since the Spin-Off. Since January 2016, Mr. Stromberg has been a director of the T. Rowe Price Group, Inc. (“Price Group”), a global investment management firm, and has served as the Non-executive Chair of the Price Group board since December 2021. He plans to retire from the Price Group board in May 2024. Mr. Stromberg served as the Chief Executive Officer of Price Group from January 2016 to December 2021 and was its President from 2016 to February 2021. Prior to that, Mr. Stromberg was Price Group’s Head of Equity from 2009 to 2015 and the Head of U.S. Equity from 2006 to 2009. Earlier in his career at Price Group, he served as a Director of Equity Research and as a portfolio manager. Before joining Price Group in 1987, he was employed by Westinghouse Defense as a systems engineer. We believe Mr. Stromberg is well-qualified to serve on our Board because of his extensive financial, leadership, and business experience.
12
GE HEALTHCARE 2024 PROXY STATEMENT

Corporate Governance
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-05_425778-1_photo_Yang_rectangle.jpg
Phoebe L. Yang | Independent
Committee Memberships
Governance Committee
Compensation Committee
Age: 55
Birthplace: United States
Key Skills & Experience
Healthcare Industry
Science and Technology
Government and Legal
Global
Academia and Nonprofit
Other Current Public Company Boards
Doximity
Other Positions
Board of Stewardship Trustee, CommonSpirit Health
Board Member, Oasis Life Network
Former General Manager, Amazon Web Services, Healthcare
Ms. Yang has served as a member of our Board since the Spin-Off. Ms. Yang was the General Manager of Amazon Web Services, Healthcare, a provider of cloud computing platforms and services, between May 2020 and September 2022. Prior to this role, she was at Ascension, where she served as Chief Strategy Officer for Population Health from August 2013 to July 2016 and as Co-Lead and then Lead Managing Director of Ascension Holdings International from July 2016 to February 2018. Ms. Yang previously served as a public company senior executive at The Advisory Board Company, Discovery Inc., and AOL Time Warner, as well as Managing Director of Rock Water Ventures, LLC. Ms. Yang also served as an appointee in two U.S. presidential administrations in the U.S. Department of State and the Federal Communications Commission. We believe Ms. Yang is well-qualified to serve on our Board because of her extensive business, legal, and government experience, both in the U.S. and globally, and her expertise in healthcare, digital transformation, and global expansion.

GE HEALTHCARE 2024 PROXY STATEMENT
13

Corporate Governance
Board Diversity
The table below highlights the composition of our Board members and nominees as of March 25, 2024. Each of the categories listed in the table below has the meaning as it is used in the Nasdaq Stock Market (“Nasdaq”) Rule 5605(f). The information has been self-identified by our current directors.
Board Diversity Matrix (as of March 25, 2024)
Total Number of Directors10
FemaleMale
Part I: Gender Identity
Directors46
Part II: Demographic Background
African American or Black11
Asian10
White25
Skills and Strengths Matrix
Our director nominees’ primary skills and experiences 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 our Board.
Skills and Experience
 https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-names_arduini-BW.jpg 
 https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-names_culp-BW.jpg 
 https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-names_hochman-BW.jpg 
 https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-names_howell-BW.jpg 
 https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-names_lavizzomourey-BW.jpg 
 https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-names_lezjak-BW.jpg 
 https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-names_madden-BW.jpg 
 https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-names_mihaljevic-BW.jpg 
 https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-names_stromberg-BW.jpg 
 https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-names_yang-BW.jpg 
 https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_healthcare.jpg
Healthcare Industrylllllll
 https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_finance.jpg
Finance and Accountinglllllll
 https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_lab.jpg
Science and Technologyllllllll
 https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_risk.jpg
Risk Managementlllllllll
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_government-01.jpg
Government and Legalllll
 https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_global.jpg
Globallllllll
 https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_academia.jpg
Academia and Nonprofitllllll
Committees Composition
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_audit.jpg
Audit Committeel
Financial
Expert
l
Chair
Financial
Expert
l
Financial
Expert
l
Financial
Expert
l
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_nominating.jpg
Nominating and
Governance Committee
 
l
Chair
l
 
l
 
l
 
l
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_talent.jpg
Talent, Culture, and
Compensation Committee
 
l
 
l
Chair
l
 
l
14
GE HEALTHCARE 2024 PROXY STATEMENT

Corporate Governance
Skills and Strengths
GE HealthCare believes that the director nominees possess significant strengths and skills, as highlighted in their biographies. Below is a description of considerations related to each skill and strength.
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_healthcare.jpg
Healthcare Industry
Healthcare industry experience helps the Board in understanding opportunities and risks in the industry in which the Company operates
Relevant experience in the healthcare sector
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_finance.jpg
Finance and Accounting
Financial and accounting skills facilitate effective oversight of the Company’s financial statements, internal controls, independent auditor, and internal audit department
Current or former role in auditing or accounting, including direct supervision of a Chief Financial Officer or Chief Accounting Officer
Current or former role in the finance industry, a bank, an insurance company, or as a fund manager
Proficiency in complex processes such as financial management, capital allocation, and financial reporting
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_lab.jpg
Science and Technology
Science and technology skills assist with oversight of the Company’s efforts to leverage new technologies and achieve and sustain competitive advantage in products, services, and processes
Current or former role in the technology sector, including on the board of a technology company, or experience implementing business technology strategies, as well as an understanding of emerging technology trends
Experience working as a medical doctor or scientist
Expertise in digital technology, cybersecurity, digital marketing, or social media
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_risk.jpg
Risk Management
Risk management experience helps the Board oversee the systems and processes in place to identify, analyze, manage, and respond to risk
Ability to identify key risks in a wide range of areas such as industry developments and legal and regulatory compliance
Experience in, and knowledge and understanding of, managing major risk exposures, such as significant financial, operational, compliance, reputational, strategic, international, political, and cybersecurity risks for large, complex organizations
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_government-01.jpg
Government and Legal
Government and legal expertise aids the Board in understanding relevant legislative, regulatory, and policy requirements
Current or former role in the government or a regulated industry, resulting in insight and perspective on working effectively with governments and agencies
Current or former executive role in a governmental organization, body, entity, or institution
Public or private sector experience in economic policy development and analysis
Current or former practicing lawyer
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_global.jpg
Global
Global market knowledge and business acumen provide insight into market trends, macroeconomic factors, socio-political changes, and political unrest or conflict that affect the Company
Current or former executive or advisory role in a global enterprise and understanding of diverse business environments, economic conditions, cultures, and regulatory frameworks
Other relevant knowledge of or experience conducting business or operations in the global markets in which we operate, and a broad perspective on global market opportunities
Experience working on international policy or related issues, resulting in international business, political, and cultural perspectives and insights
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_academia.jpg
Academia and Nonprofit
Experience in academia and the nonprofit sector provides insight regarding the needs of key customers and partners
Experience in teaching or managing in academic institutions
Experience as a director of or executive in an academic institution or nonprofit organization
GE HEALTHCARE 2024 PROXY STATEMENT
15

Corporate Governance
Board Leadership Structure
GE HealthCare 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 chairperson and CEO should be combined or separated, and whether an executive or an independent director should serve as the chairperson, should be based upon the needs of the Company at any given time. Maintaining flexibility on this policy allows the Board to choose the leadership structure that will best serve the interests of the Company and its stockholders at any particular time.
Leadership
Structure
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-05_425778-1_img_culp_board_boardop.jpg
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-05_425778-1_img_mourey-directornominee.jpg
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-05_425778-1_img_arduini-directornominee.jpg
Chairman
H. Lawrence
Culp, Jr.
Independent
Lead Director
Risa Lavizzo-
Mourey
President
and Chief
Executive
Officer
Peter J. Arduini
Why Our Board Leadership Structure is Appropriate for GE HealthCare at this Time
The Board believes that its current leadership structure, in which the roles of chairperson and CEO are separate, with an independent lead director and independent directors chairing each of the Board committees, is in the best interests of GE HealthCare and its stockholders. In the Board’s view, this structure allows Mr. Culp, as Chairman, to lead agenda setting and oversight of the Company’s strategy at the Board level, while Mr. Arduini, in his capacity as CEO, leads the setting and execution of the strategy. At the same time, our independent lead director, Dr. Lavizzo-Mourey, works with Mr. Culp to set the agenda for the Board and also exercises additional oversight on behalf of the independent directors. The Board will continue to review the appropriateness of this structure and consider stockholder feedback.
Mr. Culp, our current Chairman, is not independent under Nasdaq rules. Dr. Lavizzo-Mourey was appointed as lead director, effective as of the date of the Spin-Off, due to her extensive leadership experience and healthcare knowledge. Going forward, and in accordance with our Governance Principles, the Board will appoint an independent lead director if the chairperson is not independent.
In light of the demands placed on the lead director, absent special circumstances, the lead director shall not serve as the lead director, chairperson, or chief executive officer of another public company.
16
GE HEALTHCARE 2024 PROXY STATEMENT

Corporate Governance
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 Governance Principles:
Board Leadership – provides leadership to the Board in any situation where the chairperson’s role may be perceived to be in conflict and chairs Board meetings in the absence of the chairperson
Board Agenda, Schedule, and 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 and raises items for discussion from these meetings with the chairperson
Chairperson-Independent Director Liaison – meets with the chairperson and serves as liaison between the chairperson and the independent directors (although every director has direct access to the chairperson)
Stockholder Communications – is available as the primary Board contact for direct communication with our stockholders
Board Governance Processes – works with the Governance Committee to guide the Board’s governance processes, including the annual Board self-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 making its recommendations for committee chairs
Board Composition
How We Plan to Continue Developing Our Board
The Governance Committee is charged with reviewing the composition of the Board and refreshing it as appropriate. With this in mind, the Governance Committee considers 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 strategy. We believe our Board composition strikes a balanced approach by including directors with prior experience with GE as well as newer directors who bring fresh perspectives. Our directors bring continuity and a deep understanding of our complex business.
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.
How You Can Recommend a Candidate
The Governance Committee will consider recommendations for director candidates submitted by stockholders. Write to the Governance Committee, c/o Secretary, GE HealthCare Technologies Inc., 500 W. Monroe Street, Chicago, IL 60661, and include all information that our bylaws require for director nominations. All director candidates recommended by stockholders will be considered by the Governance Committee in the same manner as any other candidate.
How We Refresh the Board
Board Evaluation. As described under “Annual Self-Evaluations,” the Board assesses its effectiveness annually through evaluation at the Board and committee levels of the effectiveness of the directors and their ability to work as a team in the long-term interests of the Company. As part of this process, the Board discussed the skills and experience of current Board members as well as skills and experience the Company will need in the future to align with the evolution of the Company’s strategy.
Term Limits. The Board has a 15-year term limit for all directors other than our CEO.
GE HEALTHCARE 2024 PROXY STATEMENT
17

Corporate Governance
Important Factors in Assessing Board Composition
The Governance Committee assists the Board in identifying qualified individuals to become Board members, making recommendations on the composition of the Board and its committees, monitoring a process to assess Board effectiveness, developing and implementing the Company’s Governance Principles, overseeing risks related to the Company’s governance structure, and overseeing other public issues of significance that affect investors and other key stakeholders. The Governance Committee considers a wide range of factors when selecting and recruiting director candidates, including independence, diversity, qualifications, skills, experience, and background.
The Board and the Governance Committee work together to provide that the members of the Board as a whole, and the committees independently, possess the skills, experience, and commitment to effectively administer their oversight responsibilities and to align with the Company’s strategy. Directors should possess leadership experience; the highest personal and professional ethics, integrity and values; a passion for learning; a sense of priorities and balance; talent development experience; and commitment to representing the long-term interests of our stockholders. They must also have an inquisitive and objective perspective, practical wisdom, and mature judgment. We endeavor to have a diverse Board representing a range of experience at policymaking levels in business, government, education, and technology, and in areas that are relevant to the Company’s global activities, as well as diversity with respect to attributes including, but not limited to, race, ethnicity, gender, and cultural background. The Governance Committee assesses its effectiveness in this regard as part of the annual self-evaluation process. Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively.
Annual Self-Evaluations
The Governance Committee oversees the annual self-evaluation process for the Board and each of the committees. This process is used by the Board and by each committee of the Board to determine their effectiveness and opportunities for improvement. During the self-evaluation process, each director is asked to provide his or her assessment of the effectiveness of the Board and its committees, as well as other Board dynamics. The Board views the self-evaluation process as a key part of its commitment to cultivating excellence and best practices in its performance. As part of this process, the Board reviews its composition and identifies any potential skill or experience areas it would like to augment, including through potentially appointing new directors or through other means including bringing external expertise to the Board. The Board also reviews topics such as meeting mechanics, director relationships and engagement, the Board’s leadership structure, succession planning, important risk oversight topics, and committee responsibilities.
In its inaugural self-evaluation, each director met one-on-one with the independent lead director to discuss their thoughts. The Board and each committee then met to discuss the collective feedback provided by the individual directors. The Board reflected on how its members are building a constructive working relationship and fostering input from each of the Board members in the deliberation process. It reflected on the Board’s mix of skills and experience and considered opportunities to continue to enhance the Board’s skills in areas aligned to key parts of the Company’s strategy. The Board also considered the delegation of responsibilities among its committees and determined to shift oversight responsibility for enterprise risk management and quality and regulatory matters from the Audit Committee to the Governance Committee starting in February 2024 to enhance the balance of oversight responsibilities among the committees. The Board also determined to expand the Governance Committee’s remit to include oversight of business continuity and crisis management.
Board Size
Our current board size of 10 directors allows us to have ample representation on each committee. Our directors have experience and demonstrated success in fields relevant to the Company’s business and operations, which allows them to provide effective oversight. In accordance with the Governance Principles, the Board determines the number of directors, provided there are at least seven.
18
GE HEALTHCARE 2024 PROXY STATEMENT

Corporate Governance
Director Independence
Board Members
The Governance Principles specify that the Company will have a majority of independent directors at all times with a goal that at least two-thirds of directors will be independent.
The Board’s Guidelines: The Board assesses independence as defined by Nasdaq rules. For a director to be considered independent, the Board must determine that he or she does not have any material relationship with GE HealthCare. In addition to applying these guidelines, the Board considers all relevant facts and circumstances when making determinations on independence.
Applying the Guidelines: In assessing director independence, the Board considered relevant transactions, relationships, and arrangements, including as described in “Independence Assessment” below.
Committee Members
All members of the Audit Committee, the Compensation Committee, and the Governance Committee must be independent, as defined by Nasdaq rules. Committee members must also meet additional committee-specific standards:
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 HealthCare or any of its subsidiaries, except compensation for Board service, and they may not be an affiliated person with the Company or a subsidiary.
Heightened standards for members of the Compensation Committee and the Governance Committee:
As a policy matter, the Board also applies a separate, heightened independence standard to members of the Compensation Committee and the Governance Committee. No member of either committee may be a partner, member, or principal of a law firm, accounting firm, or investment banking firm that accepts consulting or advisory fees from GE HealthCare or a subsidiary.
In addition, in determining whether Compensation Committee members are independent, Nasdaq rules require the Board to consider whether their sources of compensation, including any consulting, advisory, or other compensation paid by GE HealthCare or a subsidiary, and any affiliate relationship involving the director, would impair their ability to make independent judgments about executive compensation.
Independence Assessment
The Company will have a majority of independent directors at all times, as independence is defined under the rules of Nasdaq and determined by the Board. The Board assesses the independence of each director and director nominee annually, in accordance with the Nasdaq listing standards. In reaching its determinations, the Board considered that Anne Madden, Phoebe Yang, Tomislav Mihaljevic, and Rodney Hochman are or have been employed by organizations that did business with the Company at some time during the last three fiscal years in the ordinary course of business. The amount received by the Company or such other organization in each of the last three fiscal years did not exceed 1% of either the Company’s or such organization’s consolidated gross revenues. The Board determined that Rodney F. Hochman, Lloyd W. Howell, Jr., Risa Lavizzo-Mourey, Catherine Lesjak, Anne T. Madden, Tomislav Mihaljevic, William J. Stromberg, and Phoebe L. Yang are independent, and that H. Lawrence Culp, Jr. and Peter J. Arduini are not independent. The Board has determined that all members of the Audit Committee, the Compensation Committee, and the Governance Committee are independent and also satisfy applicable committee-specific independence requirements.
GE HEALTHCARE 2024 PROXY STATEMENT
19

Corporate Governance
Board Committees
Committee Purpose and Responsibilities
The purpose and key responsibilities of each committee are listed below. For more detail, see the Governance Principles and committee charters. These materials can be found in the Investors section of our website, investor.gehealthcare.com.
Audit Committee
Number of Meetings in 2023: 11
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-img_lesjak-directornominee.jpg

Catherine Lesjak
Chair
 
Other Members:
Rodney F. Hochman, Lloyd W. Howell, Jr., Anne T. Madden, William J. Stromberg
The purpose of the Audit Committee is to assist the Board in its oversight of the integrity of the financial statements of the Company, compliance with legal and regulatory requirements, the independence and qualifications of the independent auditor, and the performance of the Company’s internal audit function and independent auditor. The Audit Committee’s role shall also include oversight as it relates to cybersecurity risk. Among other things, the Audit Committee:
Oversees GE HealthCare’s independent auditor, including the selection of the auditor, the audit plan, and the budget, and monitors independence and performance;
Oversees the Company’s financial reporting activities;
Oversees the internal audit function, including the appointment, hiring, annual performance evaluation, total compensation, oversight, and removal of, and succession planning for, the chief audit executive;
Discusses with the auditor and management key reporting practices (including the use of non-GAAP financial measures), critical audit matters, and accounting standards and principles;
Oversees and reviews, with Company management, the Company’s internal control over financial reporting and the Company’s disclosure controls and procedures; and
Establishes and oversees the procedures set forth in the Governance Principles for the receipt, retention, and treatment of complaints on accounting, internal accounting controls, auditing, or federal securities law matters, as well as submissions by Company employees regarding matters that could have a material impact on the Company.
Financial Acumen
The Board has determined that each of Lloyd W. Howell, Jr., Catherine Lesjak, Anne T. Madden, and William J. Stromberg is an “audit committee financial expert” per SEC rules, and each member of the Audit Committee is able to read and understand fundamental financial statements per Nasdaq rules.
Nominating and Governance Committee
Number of Meetings in 2023: 4
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-img_mourey-directornominee.jpg

Risa Lavizzo-Mourey
Chair
 
Other Members:
Rodney F. Hochman, Anne T. Madden, Tomislav Mihaljevic, Phoebe L. Yang
The purpose of the Governance Committee is to assist the Board in identifying qualified individuals to become Board members, determining the composition of the Board and its committees, monitoring a process to assess Board effectiveness, developing and implementing the Company’s Governance Principles, overseeing risks related to the Company’s governance structure, and overseeing other public issues of significance that affect investors and other key stakeholders. Among other things, the Governance Committee:
Oversees the Board’s governance processes, including all significant governance policies and procedures;
Oversees Company policies and strategies related to political contributions and lobbying;
Oversees the Company’s environmental, health, and safety compliance and related risks;
Oversees the Company’s orientation for new directors and continuing education programs for directors;
Assists the Board in determining director independence;
Reviews Board structure and composition and identifies new directors for GE HealthCare;
Reviews and oversees matters relating to quality assurance and regulatory affairs;
Oversees Board and committee self-evaluations;
Oversees matters relating to business continuity and crisis management;
Oversees the Company’s enterprise risk assessment and enterprise risk management policies and processes; and
Reviews conflicts of interest, as applicable.
In February 2024, oversight responsibility for quality assurance and regulatory affairs and enterprise risk management transitioned from the Audit Committee to the Governance Committee.
20
GE HEALTHCARE 2024 PROXY STATEMENT

Corporate Governance
Talent, Culture, and Compensation Committee
Number of Meetings in 2023: 6
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-img_stromberg-directornominee.jpg

William J. Stromberg
Chair
 
Other Members:
Lloyd W. Howell, Jr., Tomislav Mihaljevic, Phoebe L. Yang
The purpose of the Compensation Committee is to carry out the Board’s overall oversight responsibility relating to human capital management, compensation, and benefits policies generally and specifically as they apply to the Company’s executives. Among other things, the Compensation Committee:
Oversees the development and evaluation of potential candidates for executive officer roles;
Reviews and approves the corporate goals and objectives with respect to compensation for the CEO;
Approves the evaluation process and compensation philosophy, policies, and structure for the Company’s executive officers;
Evaluates the performance of and approves the compensation for the Company’s executive officers;
Reviews and approves a peer group of companies for executive compensation purposes;
Reviews and recommends changes to director compensation and benefits; and
Oversees the Company’s strategies and policies related to human capital management, which may include matters such as diversity, equity, and inclusion (“DEI”), workplace environment and culture, and talent recruitment, development, engagement, and retention.
Committee Member Independence: All members of each our three committees satisfy Nasdaq’s definitions of independence applicable to such committees.
Compensation Committee Interlocks and Insider Participation
During fiscal year 2023, none of the members of the Compensation Committee was an officer or employee of the Company. No executive officer of the Company served on the compensation committee (or other board committee performing equivalent functions) or on the board of directors of any entity having an executive officer who serves on the Compensation Committee or on the Board.
Independent Director Meetings
The independent directors meet regularly (and, in any case, at least twice a year) in executive sessions at scheduled Board meetings. They may have other special meetings throughout the year. These executive sessions 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.
Key Areas of Board Oversight
Strategy
The Board oversees management’s establishment and execution of corporate strategy. Elements of strategy are discussed at regularly scheduled Board meetings. The Board engages directly with the leaders of GE HealthCare’s businesses and reviews the businesses’ strategic and operational priorities, competitive environment, market challenges, economic trends, and regulatory developments. At meetings during the year, the Board discusses capital allocation plans, the Company’s performance against its operating plan and annual budget, and potential strategic transactions with a view toward alignment with our priorities.
In 2023, the Board dedicated one meeting to an in-depth strategy review in addition to the discussions that took place at meetings throughout the year. An annual Board meeting focused primarily on corporate strategy and execution provides management with the opportunity to share with the Board its in-depth analysis relating to principal opportunities and risks,
GE HEALTHCARE 2024 PROXY STATEMENT
21

Corporate Governance
and it facilitates Board oversight and sharing of feedback with management regarding execution and risk mitigation plans. In addition, the Board visited GE HealthCare facilities in Wisconsin in 2023.
The Board plans to continue to hold at least one meeting per year focused on corporate strategy. The Board also intends to continue to visit facility locations, which will enable the Board to observe the Company’s operating culture and management’s execution of strategy.
Enterprise Risk Management
GE HealthCare management has primary responsibility for the practices, processes, and procedures to proactively and comprehensively manage risk; the Board oversees those practices, processes, and procedures. As defined in our Governance Principles and Board committee charters, the Board retains oversight of specific risks for itself and delegates oversight of other specific risks to Board committees based on their respective areas of expertise.
The Compensation Committee oversees risk relating to senior management compensation and human capital management.
The Governance Committee oversees the Company’s enterprise risk management (“ERM”) framework, as well as risk relating to corporate governance; quality and regulatory matters; public policy initiatives; and environmental, health, and safety matters.
The Audit Committee oversees financial and information technology/cybersecurity risks. The Audit Committee oversaw ERM and quality and regulatory matters in 2023. As described under “Annual Self-Evaluations,” the Board determined to shift oversight responsibility for these topics from the Audit Committee to the Governance Committee starting in February 2024.
A more detailed explanation as to how specific risk oversight is delegated among the committees can be found under “Board Committees” on pages 20-21 of this proxy statement. Throughout the year, the Board and the relevant committees review and discuss specific risk topics in greater detail.
GE HealthCare has established an ERM program for oversight and management of the ERM framework, enterprise risk assessment, risk appetite, risk culture, and emerging risk management. The ERM program takes a holistic, broadly focused, strategic, and deliberate approach to facilitate coordination, consistency, and economies of scale to foster the Company’s risk management practices. The ERM program lead reports periodically to the Governance Committee (in 2023, to the Audit Committee) on the ERM program and risk assessment output. The Board utilizes ERM as a key mechanism for understanding enterprise-level risks facing GE HealthCare and assessing management practices, processes, and procedures for mitigating those risks. Reviews include discussions of significant enterprise risks and risk management processes. The Board and Governance Committee oversee the overall ERM program, which is implemented by a management committee called the Enterprise Stewardship Program Committee (“ESP Committee”). The Global Law & Policy function coordinates this cross-functional committee, which consists of representatives from across the Company, including the Chief Audit Executive, Chief Compliance Officer, Chief Strategy Officer, Global Head of IT Security and Infrastructure, and senior leaders from the Company’s segments, regions, and functions. This group collaborates to support execution of ERM program activities, as well as the Company’s environmental, social, and governance (“ESG”) efforts. GE HealthCare’s risk governance framework includes development of enterprise-wide risk culture, communications, and training activities that support risk awareness.
Under GE HealthCare’s ERM framework, enterprise risks are organized into broad categories of strategic, operational, financial, regulatory, or information technology (“IT”)/cybersecurity risk. We conduct a full enterprise risk assessment annually, informed by existing, on-going risk assessments throughout the Company. The enterprise risk assessment entails the identification and evaluation of, and preparation of risk mitigation plans for, enterprise-wide risks across the organization. The identified risks are prioritized based on factors, including likelihood, impact, and countermeasure effectiveness. Risk owners provide regular updates to facilitate ongoing monitoring and assessment of the Company’s risk environment and mitigation efforts. Senior management discusses existing risks and new emerging risks with the risk owners. These conversations are informed by internal and external inputs, including feedback from the Board, providing insight into trends, threats, and opportunities that could impact the Company’s ability to execute on its priorities. Risk leaders within the segments, regions, and functions are responsible for presenting risk assessments and key risks to senior management and, when appropriate, to the Board or the relevant committee.
22
GE HEALTHCARE 2024 PROXY STATEMENT

Corporate Governance
Oversight of Risk Management
The Board is responsible for overseeing the Company’s risk, and it delegates the oversight of specific risks to its committees. In connection with the oversight of risk, the Board and its committees also consult with advisors, including legal counsel and consultants. Management is responsible for managing risk. In 2023, the Board, its committees, and management focused on the Company’s risks and other matters as shown below.
Board
Business strategy
ESG matters
DEI
Digital strategy and technology innovation and adoption, including AI
Merger, acquisition, and divestiture execution
Market, policy, and geopolitical trends
Competition
Supply chain
Operating model transformation
Capital structure
CEO succession planning
Audit Committee
Talent, Culture, and Compensation Committee
Nominating and Governance Committee
Cybersecurity and data protection
Financial statements and financial reporting activities
Product quality and regulatory matters(1)
Compliance and litigation
Enterprise risk assessment and enterprise risk management policies and processes(1)
Executive succession planning
Executive compensation policies and practices, including incentive compensation policies and arrangements
Equity-based compensation plans
Human capital management strategies and policies
Board structure, composition, leadership, refreshment, and succession planning
Environmental, health, and safety compliance and related risks
Corporate governance structure and practices

Management
Identify and assess risks affecting the Company
Address identified risks with an avoid, transfer, mitigate, or accept strategy
Report information regarding risks to the Board and/or committees of the Board
Monitor risks on an ongoing basis
(1)    Oversight responsibility for these areas of risk shifted to the Governance Committee in February 2024.
GE HEALTHCARE 2024 PROXY STATEMENT
23

Corporate Governance
Cybersecurity
The Audit Committee is responsible for the oversight of cybersecurity-related risks and regularly receives reports from management on our cybersecurity threat risk management and strategy process, including on topics such as our data security posture, results from third-party assessments, progress towards pre-determined risk-mitigation-related goals, incident response plans, and cybersecurity threat risks or incidents and developments, as well as the steps management has taken to respond to these risks. Cybersecurity is embedded within the GE HealthCare culture, and we are committed to protecting our business and customers. Information security is focused on serving the global GE HealthCare business by providing cybersecurity services, compliance, governance, and risk management. For additional information relating to our cybersecurity practices, processes, and procedures, see our 2023 Form 10-K.
Compensation
The Governance Principles adopted by our Board include key corporate governance practices in our executive compensation programs that are overseen and monitored by our Compensation Committee.
Rigorous Stock Ownership Requirements
Directors. All independent directors are required to hold Company stock and/or restricted stock units (“RSUs”) worth at least five times the cash portion of their annual retainer while serving as a director of the Company. Directors have five years to attain this ownership threshold.
Executives. Our CEO and persons who report solely to the CEO other than those with primarily administrative functions (“Executives”) are required to own significant amounts of the Company’s stock as shown below. The required amounts are set at multiples of such Executive’s base salary.
Stock Ownership Requirements (Multiples of Base Salary)
PositionMultiple
CEO6x
Other Executives3x
Individual and joint holdings of the Company’s stock with immediate family members, including those shares held in the Company’s 401(k) plan, unvested RSUs (excluding performance stock units (“PSUs”)), and any deferred compensation accounts, count toward the requirements. Until the Executive holds the requisite number of shares under the applicable ownership requirement, he or she may not sell more than 25% of the net shares of the Company’s stock (i.e., a 75% holding requirement) received from the vesting of RSUs or PSUs or the exercise of stock options (“Options”). However, prior to meeting the requirement, Executives are permitted to sell the Company’s stock they have purchased.
No Hedging or Pledging
We believe it is inappropriate for directors, executive officers, and all other employees to engage in short-term or speculative transactions involving our securities, and they are prohibited from engaging in any of the following activities with respect to securities of the Company: (1) purchasing securities of the Company on margin or pledging, or otherwise granting a security interest in, securities of the Company in margin accounts; (2) short selling; and (3) buying or selling puts, calls, options, or other derivatives in respect of securities of the Company, including any instrument whose value is derived from the value of any securities of the Company. Directors, executive officers, and all other employees are prohibited from purchasing any financial instruments (including prepaid variable forward contracts, equity swaps, options, collars, and exchange funds) or otherwise engaging in transactions that are designed to or have the effect of hedging or offsetting any decrease in the market value of the Company’s securities regardless of how those securities are obtained.
24
GE HEALTHCARE 2024 PROXY STATEMENT

Corporate Governance
Clawback Policy
The Board adopted the Company’s Clawback Policy (“Clawback Policy”) effective as of October 2, 2023, (i) in part to comply with Section 10D of the Securities Exchange Act of 1934, as amended (“Exchange Act”), Rule 10D-1 promulgated under the Exchange Act, Nasdaq Rule 5608, and Section 304 of the Sarbanes-Oxley Act of 2002; and (ii) in part to reinforce existing principles of the Company that allow for recoupment of compensation in the event of misconduct. Section I of the Clawback Policy is designed to meet current regulatory requirements that mandate recoupment of executive officers’ compensation if there is a material inaccuracy in the Company’s financial statements, generally regardless of any misconduct (i.e., the mandatory clawback provisions). In addition, Section II of the Clawback Policy provides the Company with the ability to recoup compensation paid to employees, including executive officers, who have engaged in conduct (or failed to engage in conduct) that constitutes a breach of an agreement with the Company or its affiliates, would give rise to a termination for cause, or is otherwise detrimental to the Company, to the extent recovery is permitted by law (i.e., the discretionary clawback provisions). The Clawback Policy is in addition to (and not in lieu of) any right of repayment, forfeiture, or right to offset against any employee of the Company. Key terms of Sections I and II of the Clawback Policy are outlined below.
Section I - Mandatory ClawbackSection II - Discretionary Clawback
Covered Employees
Executive officers of the Company, including our NEOs
Employees of the Company, including executive officers of the Company
Triggering Events
A restatement due to material non-compliance with financial reporting requirements under the securities laws regardless of any misconduct(1)
A determination that an employee has engaged in conduct (or oversees employees who engaged in conduct and knew of or was willfully blind to conduct) that:
Constitutes a breach of an agreement;
Would give rise to termination for cause even if the employee is not terminated; or
Is otherwise detrimental to the Company
Clawback Period
The three completed fiscal years immediately preceding the date (I) the Board (or Audit Committee) concludes (or reasonably should have concluded) that a restatement is required, or (II) a legally authorized body directs the Company to prepare a restatement, and any transition period of less than nine months that is within or immediately following such three fiscal years
Unlimited, subject to applicable law
Covered Compensation
All incentive compensation granted, earned, or vested wholly or in part upon attainment of financial reporting measures, including our annual cash bonuses and PSUs (“Incentive Compensation”)
All Incentive Compensation and all variable performance-based compensation that is not tied to financial reporting measures, including our time-vested Options and RSUs
(1)In addition, if such restatement is due to misconduct, the Clawback Policy incorporates the requirements of Section 304 of the Sarbanes-Oxley Act of 2002, requiring the CEO and chief financial officer (“CFO”) to reimburse certain bonus or other incentive-based or equity-based compensation received and profits realized from the sale of GE HealthCare securities during the applicable 12-month recovery period.
GE HEALTHCARE 2024 PROXY STATEMENT
25

Corporate Governance
Environmental, Social, and Governance Highlights
Vision and Outlook
As we strive to create a world where healthcare has no limits, understanding the threats of climate change, systemic inequality, and global health disparities is more important than ever. To fulfill our ESG and sustainability commitments, we recognize the importance of addressing these risks and that following through on our sustainability goals has never been more essential. We are working to embed our principles and sustainability programs into the core of our business. We are building and growing a company focused on providing innovative, sustainable medical solutions globally, while incorporating sustainability practices into our corporate culture and daily business operations. We aim to enable earlier, better, and faster diagnosis and treatment for more people in need, while reducing our impact on the environment, serving our people and communities, and operating with integrity.
The Board and its committees oversee our ESG efforts, which are aligned with our strategy.
The Board
The Board oversees management’s establishment and execution of corporate strategy, along with our overall ESG program. The Governance Committee oversees environmental, health, and safety matters; the Audit Committee oversees cybersecurity matters; and the Compensation Committee oversees human capital management matters.
ESP Committee
The ESP Committee oversees our enterprise-wide ESG efforts, as well as our ERM program. The ESP Committee supports GE HealthCare’s ongoing goals in connection with environmental stewardship, corporate social responsibility, human capital, governance, and sustainability. It is designed to proactively identify, assess, and respond to risks and opportunities that could impact our business and operations. It has begun implementing GE HealthCare’s ESG strategy, including priorities, initiatives, goals, and disclosures, while maintaining transparent and open communication with internal and external stakeholders. The ESP Committee is co-chaired by our Head of ESG and our Head of ERM; membership is composed of representatives across our business segments, regions, and functions.
Climate Council
The Climate Council manages our decarbonization efforts and drives cross-functional ownership to execute, integrate, and communicate on our greenhouse gas (“GHG”) emission reduction goals. It is comprised of the operational and strategic personnel working on climate mitigation.
Key Focus Areas
Our ESG framework is centered on addressing impacts, risks, and opportunities in the following focus areas, which are underpinned by GE HealthCare’s longstanding commitments to innovation, product quality, and integrity:
 https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_vitalspurple.jpg 
 https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_diversitypurple.jpg
  https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_climatepurple.jpg
 https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_measurementpurple.jpg
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_securitypurple.jpg
Expanding access to
quality healthcare
Promoting
inclusion and
diversity
Mitigating our
climate impact and
improving
resilience
Advancing the
circular economy
and environmental
design
Protecting patient
data and
cybersecurity
26
GE HEALTHCARE 2024 PROXY STATEMENT

Corporate Governance
2023 Accomplishments
In 2023, we released our inaugural Sustainability Report, which is available on our website, and aligns to the Sustainability Accounting Standards Board (“SASB”) and the Task Force on Climate-related Financial Disclosures (“TCFD”) reporting frameworks. We are proud of the progress that we made in 2023 in furtherance of our goals related to climate impact, the circular economy, and DEI, as highlighted below.
People
We take seriously the responsibility of our impact on the lives of billions around the globe.
Progress
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_strategy-01.jpg 
GE HealthCare Foundation
Announced the planned establishment of the GE HealthCare Foundation in 2024 to support the Company’s corporate philanthropy and volunteerism strategies
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_supplier-01.jpg 
Supplier Diversity Council
Created a Supplier Diversity Council to advance our supplier diversity efforts
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_un global.jpg
UN Global Compact
Joined the UN Global Compact to align with the UN Sustainable Development Goals and support efforts to fulfill them
Planet
The actions we take now will impact our planet for centuries to come.
Progress
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_reduction-01.jpg 
27%(1)
Reduction in Scope 1 and 2 GHG emissions since 2019, in line with our near-term goal to reduce Scope 1 and 2 emissions by 50% by the year 2030 and achieve net zero by 2050
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_sbti registered-01.jpg 
Science Based Targets Initiative
Submitted our goals to the Science Based Targets initiative for validation
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_reused-01.jpg 
11 Million Pounds(2)
GE HealthCare’s circularity program reused and recycled 11 million pounds (5.15M kilograms) of material from 6,700 recovered machines
(1)As of December 31, 2022
(2)For the year ending December 31, 2022
Diversity, Equity, and Inclusion
At GE HealthCare, a strong focus on DEI is a priority. As a business, an intentional focus on an inclusive culture is imperative to achieve the outcomes we are looking for: driving innovation, accelerating our growth, enhancing our performance so we can be competitive in the market, engaging our colleagues, and improving health outcomes globally.
We are taking steps to bring our DEI strategy and vision to life. Our Chief Diversity, Equity, and Inclusion Officer (“Chief DEI Officer”) and her team are focused on building and maintaining our DEI vision to promote a culture of inclusion across GE HealthCare. The Board oversees DEI and has engaged in discussion with our Chief DEI Officer regarding our DEI strategy. To inform our DEI strategy, we utilized qualitative and quantitative methods to gain a firm understanding of our internal landscape – where we were and where we wanted to go.
GE HEALTHCARE 2024 PROXY STATEMENT
27

Corporate Governance
As a result of the foundation laid and work completed in 2023, we launched our DEI strategy. Our DEI strategy is comprised of four dimensions: reimagine the talent ecosystem, amplify all voices, maximize partnerships, and accelerate accountability. We have developed a strategic roadmap for implementation that will progress and accelerate our DEI strategy, integrate our strategy into the business, and sustain our strategy moving forward.
Climate
As a leading global medical technology company, we recognize that climate action is an integral part of our mission to improve outcomes for patients, healthcare providers, and researchers around the world. Our Climate Council guides execution of our climate strategy and goals and is chaired by our Chief Supply Chain and Global Services Officer and Chief Science and Technology Officer. We have established a multi-year plan intended to decrease emissions by establishing science-based targets, including a goal to achieve net zero by 2050. In addition to our progress in reducing our GHG emissions, in late 2023, we submitted our targets to the Science Based Targets initiative (“SBTi”) and are awaiting the outcome of their assessment. We have also joined the Department of Health and Human Services/White House pledge to decarbonize the health sector and make healthcare facilities more resilient to the effects of climate change.
Future ESG Work and Reporting
GE HealthCare has planned wide-ranging sustainability activities for 2024 and thereafter, with significant short-, medium-, and long-term steps to be taken as we move forward in our journey. In 2024, we plan to share the results of our climate risk assessment, continue to implement our DEI strategy, and expand our transparency and reporting. We also published our 2022 U.S. Employer Equal Opportunity EEO-1 consolidated report on our website. We are committed to informing our stakeholders about our progress, which goes hand-in-hand with our defining value of acting ethically and with unyielding integrity.
Board Governance Policies and Practices
Our Board seeks to operate effectively through 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 stockholders. Our Board and committee evaluation process allows for annual assessment of our Board practices and the opportunity to identify areas for improvement.
Majority Vote Standard
The affirmative vote of a majority of the votes cast in favor of the election of a director nominee at a meeting of stockholders is required to elect a director, except in a contested election. In a contested election, directors will be elected by a plurality of the votes cast at a meeting of stockholders by the holders of shares entitled to vote in the election. An election will be considered contested if, as of the record date, there are more nominees for election than positions on the Board to be filled by election at the meeting. In any non-contested election of directors, any incumbent director nominee who receives a greater number of votes cast against his or her election than in favor of his or her election shall immediately offer to tender his or her resignation, and the independent directors, after giving due consideration to the best interests of the Company and its stockholders, will evaluate the relevant facts and circumstances to decide whether to accept the offer of resignation and will disclose its decision.
28
GE HEALTHCARE 2024 PROXY STATEMENT

Corporate Governance
Limits on Director Service on Other Public Boards
As discussed in the Governance Principles, the Board has adopted policies designed to help ensure that all of our directors have sufficient time to devote to GE HealthCare matters. Directors who also serve as executives of public companies should not serve on more than one board of a public company in addition to the Board, and other directors should not serve on more than three other boards of public companies in addition to the Board, absent special circumstances such as a period of transition. We have adopted this policy because we believe it is in the Company’s best interests and reflects the expectations of institutional investors. In considering each director nominee for re-election at the Annual Meeting, the Governance Committee took into account each director’s public company leadership positions and other outside commitments to assess the director’s compliance with our policy. Each of the director nominees is in compliance with this policy.
Permitted # of Public Company Boards
(including GE HealthCare)
Permitted # of Public Company Audit Committees
(including GE HealthCare)
Other
Restrictions
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-Icon_no2.jpg
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_no4.jpg
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-Icon_no3.jpg
Absent special circumstances should not serve as lead director, chairperson, or CEO of another public company
PUBLIC COMPANY
EXECUTIVES
OTHER
DIRECTORS
AUDIT COMMITTEE
MEMBER
LEAD
DIRECTOR
An Audit Committee member who is a retired certified public accountant, chief financial officer, controller, or person with similar experience should serve on no more than four audit committees of public companies including our Audit Committee.
Director Education
The Governance Committee oversees GE HealthCare’s continuing education programs for directors. In 2023, the Company provided Board members with internal and external education opportunities. GE HealthCare offers both financial and administrative support to Board members who attend qualifying academic or other independent programs. Educational opportunities provided to directors include the following:
Internal Education Opportunities
Educational sessions at Board meetings on a variety of topics, including a deep-dive strategy session and individual strategy sessions with different business segments
Briefings on topics of particular relevance, including external perspective on industry trends and key topics relevant to the Company
Site visits with accompanying presentations, including an operations review in Wisconsin with visits to the GE HealthCare Institute and the GE HealthCare Repair Operations Center
Regular updates from the CEO and other senior leaders outside of formal Board meetings on key information and developments
External Education Opportunities
External academic and other independent programs
External director education programs and opportunities for directors of public companies recommended by the Company’s external counsel
Meeting Attendance
Directors are expected to attend all meetings of the Board, meetings of the committees on which they serve, and the Annual Meeting of Stockholders. We understand, however, that occasionally a director may be unable to attend a meeting for good reason due to conflicts or unforeseen circumstances. In 2023, the Board held seven meetings, and the committees of the Board
GE HEALTHCARE 2024 PROXY STATEMENT
29

Corporate Governance
collectively held 21 meetings. Each of the directors participated in at least 75% of the aggregate of the total number of Board meetings held during the period for which he or she was a director and the total number of meetings held by all Board committees on which he or she served (during the period he or she served). All 10 of our incumbent directors attended our 2023 Annual Meeting of Stockholders.
Board Integrity Policies
Code of Conduct
We have adopted our code of conduct (“The Spirit & The Letter”), which qualifies as a code of ethics under Item 406 of Regulation S-K. The Spirit & The Letter applies to all of our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. To the extent required under Nasdaq and SEC rules, we will disclose any waiver we grant to an executive officer or director under The Spirit & The Letter, or certain amendments to The Spirit & The Letter, on our website. In addition, we have adopted Governance Principles and charters for each of the three standing committees of our Board. Materials, including The Spirit & The Letter, the Governance Principles, charters for each of the three committees of our Board, and our Clawback Policy, are available on our website, www.gehealthcare.com, and will be provided free of charge to any stockholder requesting a copy by writing to: Corporate Secretary, GE HealthCare Technologies Inc., 500 W. Monroe Street, Chicago, IL 60661.
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 chairperson 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 offer to resign, and the Board will review the appropriateness of the continuation of the director’s membership on the Board or any Board committee.
How You Can Communicate with the Board
Stockholders and other interested parties may communicate with the Board, individual directors, the non-management directors as a group, or with the Chairman by sending an email to directors@gehealthcare.com or by sending written materials to: Corporate Secretary, GE HealthCare, 500 West Monroe Street, Chicago, IL 60661. GE HealthCare’s Corporate Secretary or Assistant Corporate Secretary reviews and forwards communications to the directors as appropriate. Communication involving substantive accounting or auditing matters are forwarded to the Audit Committee Chair. Certain items that are unrelated to the duties and responsibilities of the Board will not be forwarded, such as: business solicitation or advertisements; product- or service-related inquiries; junk mail or mass mailings; resumes or other job-related inquires; spam; and overly hostile, threatening, potentially illegal, or similarly unsuitable communications.
30
GE HEALTHCARE 2024 PROXY STATEMENT

Corporate Governance
Stockholder Engagement
The Board and management believe in transparent and open communication with investors. Our investor relations team routinely engages in dialogue with stockholders and prospective stockholders on various topics, including business strategy, financial performance, capital allocation plans, corporate governance, and ESG-related initiatives. We believe that active stockholder engagement throughout the year promotes good corporate governance. In 2023, management reached out to stockholders representing over 40%(1) of our outstanding shares (based on stockholdings as of December 31, 2023) to engage on governance matters. Management and, when requested, our lead director met with stockholders representing 25%(1) of our outstanding shares (based on stockholdings as of December 31, 2023). In these conversations, management discussed a variety of topics with stockholders, including corporate governance, executive compensation, sustainability, and other strategic matters. The below illustrates our annual cycle of stockholder engagement on governance matters.
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-pie_year round engagement.jpg
Spring
The proxy statement and annual report are distributed to stockholders. Management reaches out to stockholders to discuss items of business to be voted on at the upcoming Annual Meeting of Stockholders.
Summer
Management reports the voting results of the Annual Meeting of Stockholders to the Board. The Board and management review and consider stockholder feedback when selecting topics for fall engagement.
Winter
Management continues to meet with stockholders and share stockholder feedback with the Board. The Board considers any changes to implement in response to stockholder feedback.
Fall
Management engages with stockholders to discuss governance topics of interest.
Areas of Focus
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_strategy-01.jpg 
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_governmentvlack-01.jpg  
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_executive-01.jpg  
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_esg-01.jpg  
Strategy
Governance Practices
Executive
Compensation Practices
Sustainability
(1)    In each case not including shares held by GE.
Independent Oversight of Political Spending
As a leading global medical technology, pharmaceutical diagnostics, and digital solutions company, GE HealthCare is working to solve the greatest challenges in healthcare that patients and clinicians face today and in the future. Together, we are not only building a healthier future but living our purpose to create a world where healthcare has no limits. Public policy has a direct impact on the work we do, and therefore, we must work closely with government to advance smart policy that will benefit patients, healthcare providers, and our colleagues.
GE HealthCare works with policymakers to advance smart health and technology policy that supports the priorities of the business. Our policy areas of focus include access to precision healthcare; healthcare innovation; promoting public health quality, safety, and security; and global trade and supply chain sustainability. We are committed to engaging with governments—globally, nationally, and locally—through constructive dialogue, promotion of innovative public policy ideas, formation of novel public-private partnerships, and investments in solutions that help address the fundamental challenges that confront societies. Globally, we support public policies that promote open markets, technology, and innovation.
GE HEALTHCARE 2024 PROXY STATEMENT
31

Corporate Governance
GE HealthCare has implemented policies and practices designed to provide that lobbying activities are conducted in compliance with applicable laws and regulations governing those activities. In the U.S., certain communications with federal, state, and/or local government officials or government employees may be reportable as lobbying communications included in GE HealthCare’s Lobbying Disclosure Act (“LDA”) quarterly reports and/or state or local lobbying disclosure reports. Before engaging in lobbying activities, colleagues are asked to contact GE HealthCare’s U.S. Head of Government Affairs & Policy or their designee.
GE HealthCare supports candidates and committees through the GE HealthCare Political Action Committee (“GE HealthCare PAC”), a non-partisan fund supported by voluntary contributions made by GE HealthCare colleagues who choose to participate in the political process. Contributions are pooled together to support candidates who will work to advance good health and technology policy in the U.S. GE HealthCare PAC contributions are determined by the Government Affairs & Policy team in Washington, D.C. with input from the GE HealthCare PAC Board of Directors.
Our Lobbying Disclosure Policy and our Political Contributions Policy are available in the Reports Hub on the Sustainability section of our website. Please see our Lobbying Disclosure Policy for links to our LDA reports and our Political Contributions Policy for links to reports disclosing contributions made through the GE HealthCare PAC.
The Governance Committee oversees the Company’s political spending and lobbying activities. This includes political contributions as well as contributions to trade associations and other tax-exempt and similar organizations that may engage in political activity.
Related Person Transactions and 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 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 Audit Committee reviews and approves any such related person transaction. As described in the Governance Principles, in the course of reviewing and approving a disclosable related person transaction, the Audit Committee considers the factors described below. As SEC rules require, we disclose in this proxy statement all such transactions that are determined to be directly or indirectly material to a related person.
Factors Used in Assessing Related Person Transactions:
Nature of related person’s interest in the transaction
Material transaction terms, including the amount involved and type of transaction
Importance of the transaction to the related person and GE HealthCare
Whether the transaction would impair a director or executive officer’s judgment to act in GE HealthCare’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
Related Person Transactions
From time to time, GE HealthCare sells our products and services in the ordinary course of business to Cleveland Clinic Foundation and Providence. From January 1, 2023 through March 15, 2024, GE HealthCare recognized revenue of approximately $44 million from Cleveland Clinic Foundation and approximately $71 million from Providence in connection with providing products and services. Dr. Mihaljevic has served as the Chief Executive Officer and President, Morton L. Mandel CEO Chair, of Cleveland Clinic since 2018, and Dr. Hochman has served as the President and Chief Executive Officer of Providence since 2016. These transactions were made in the ordinary course on an arms’ length basis, and we do not believe that Dr. Mihaljevic and Dr. Hochman had a material direct or indirect interest in these transactions. However, we provide information on them in the interest of transparency.
Agreements with GE
In order to govern the ongoing relationships between us and GE after the Spin-Off and to facilitate an orderly transition, we and GE entered into the Separation and Distribution Agreement as well as other agreements, including a Transition Services Agreement (the “TSA”), a Tax Matters Agreement, an Employee Matters Agreement, Intellectual Property Cross License
32
GE HEALTHCARE 2024 PROXY STATEMENT

Corporate Governance
Agreements, a Trademark License Agreement, a Real Estate Matters Agreement, and a Stockholder and Registration Rights Agreement. The following summarizes the terms of these agreements, forms of which are filed with the SEC as exhibits to the 2023 Form 10-K.
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 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 January 31, 2024, our maximum aggregate exposure under such guarantees, subject to GE reimbursement and indemnification, is approximately $114 million.
Transition Services Agreement
Under the TSA, GE provides us, and we provide GE, with certain specified services for a limited time to ensure an orderly transition following the Spin-Off. The services GE provides consist of digital technology, human resources, supply chain, finance, and real estate services, among others. The services that we provide consist of digital technology, supply chain, and real estate services, among others. The services are generally intended to be provided for a period no longer than two years following the Spin-Off. Either party may terminate the agreement with respect to any service if the other party has failed to perform any of its material obligations and such failure is not cured within thirty days. The TSA provides for customary indemnification and limits on liability. During the year ended December 31, 2023, we incurred $372 million, net, which represents fees charged from GE to the Company pursuant to the TSA.
Tax Matters Agreement
The Tax Matters Agreement with GE governs the respective rights, responsibilities, and obligations of GE and us after the Spin-Off with respect to all tax matters (including tax liabilities, tax attributes, tax returns, and tax contests). The Tax Matters Agreement imposes certain indemnification obligations to GE on us and certain restrictions on us and our subsidiaries that are intended to preserve the tax-free nature of the Spin-Off and related transactions. Specifically, if our actions were to cause the Spin-Off to be taxable or change the expected tax treatment of the related transactions, we would be required to indemnify GE for tax and related interest, penalties, and costs, which would be a material amount. Accordingly, these restrictions may limit our ability to pursue strategic transactions or engage in new businesses or other transactions that may maximize the value of our business, and might discourage or delay a strategic transaction that our stockholders may consider favorable.
Employee Matters Agreement
The Employee Matters Agreement provides certain protections for our employees and former employees, sets forth the timing and general responsibilities related to the split of assets and liabilities of certain GE employee benefit and compensation plans, and provides for mutual, two-year non-solicitation obligations with respect to employees at the Senior Professional Band level and higher with customary exemptions.
Except as specifically provided in the Employee Matters Agreement, we will generally be 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 will assume certain assets and liabilities with respect to GE’s U.S. and non-U.S. benefit plans. 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. The Employee Matters Agreement also reflects the adjustment of outstanding equity-based awards granted by GE prior to the Spin-Off.
GE HEALTHCARE 2024 PROXY STATEMENT
33

Corporate Governance
Agreements Governing Intellectual Property
Allocation of Intellectual Property
Under the agreements with GE governing intellectual property, we own (i) certain specified patents and patent applications, trademarks and trademark applications, and domain names, (ii) rights in specified proprietary software, and (iii) certain other unregistered intellectual property rights and technology used exclusively or primarily in our business.
Intellectual Property Cross License Agreements
Under the Intellectual Property Cross License Agreements, GE granted to us perpetual and irrevocable, non-exclusive, royalty-free licenses to use and exploit certain intellectual property rights (excluding trademarks and domain names) that are currently being used by our business but are being retained by GE. Additionally, GE retained certain perpetual and irrevocable, non-exclusive, royalty-free rights with respect to certain intellectual property rights (excluding trademarks and domain names) that are currently being used in GE’s retained businesses, that are allocated to us.
Trademark License Agreement
Under the Trademark License Agreement, GE granted to us an exclusive, fee-bearing license to use certain of GE’s trademarks with respect to the “GE” brand in connection with (i) certain products and services that are exclusive to our business and (ii) our business’s trade name. GE also granted to us non-exclusive, fee-bearing licenses to use certain of GE’s trademarks in respect of certain other products and services of our business. GE also granted to us the right to use the “GE” brand in connection with certain legal entity names within our corporate structure. The licenses and rights granted will be for an initial ten-year term, which will automatically renew for an unlimited number of successive ten-year renewal terms, unless terminated for certain specified events (e.g., a change of control, bankruptcy event, material breaches, or material adverse impact to the GE brand).
Real Estate Matters Agreement
The Real Estate Matters Agreement with GE governs the allocation and transfer of real estate between GE and us and the colocation of GE and us following the Spin-Off. Under the agreement, certain sites have been transferred from one company to the other and certain sites are occupied by both GE and our employees following the Spin-Off pursuant to a TSA, lease, or sublease.
Stockholder and Registration Rights Agreement
In connection with the Spin-Off, we entered into a Stockholder and Registration Rights Agreement with GE pursuant to which we agree that, upon the request of GE, subject to certain limitations, we will use our reasonable best efforts to effect the registration under applicable federal or state securities laws of any shares of our common stock retained by GE. If we intend to file on our behalf or on behalf of any of our other security holders a registration statement in connection with a public offering of any of our securities in a manner that would permit the registration for offer and sale of our common stock held by GE, GE will have the right to include its shares of our common stock in that offering.
We will be generally responsible for all registration expenses in connection with the performance of our obligations under the registration rights provisions in the agreement, and GE will be responsible for its own internal fees and expenses, any applicable underwriting discounts or commissions, and any stock transfer taxes. The agreement also contains customary indemnification and contribution provisions by us for the benefit of GE and, in limited situations, by GE for the benefit of us with respect to the information provided by GE included in any registration statement, prospectus, or related documents. If GE transfers shares covered by the agreement, it will be able to transfer the benefits of the Stockholder and Registration Rights Agreement to transferees of 5% or more of the shares of our common stock outstanding immediately following the Spin-Off, provided that each transferee agrees to be bound by the terms of the Stockholder and Registration Rights Agreement.
In addition, under the Stockholder and Registration Rights Agreement, GE agreed to vote any shares of our common stock that it retains immediately after the Spin-Off in proportion to the votes cast by our other stockholders. In connection with such agreement, GE granted us a proxy to vote its shares of our retained common stock in such proportion. As a result, GE will not be able to exert any control over us through the shares of our common stock it retains. Any such proxy, however, will be automatically revoked as to a particular share upon any sale or transfer of such share from GE to a person other than GE, and neither the Stockholder and Registration Rights Agreement nor proxy will limit or prohibit any such sale or transfer.
34
GE HEALTHCARE 2024 PROXY STATEMENT

Corporate Governance
Stock Ownership Information
The following table sets forth information with respect to the beneficial ownership of our shares as of March 25, 2024 by: (i) each of our current directors and nominees (other than Mr. Arduini); (ii) each of our NEOs; and (iii) all of our directors and executive officers as a group.
Outstanding
Common Stock
Beneficially
Owned(1)
RSUs, DSUs,
and Stock
Underlying
Options(2)
Total Stock
Beneficially
Owned
Percent
of Class
Directors and Nominees (other than Mr. Arduini)
H. Lawrence Culp, Jr.
108,764*
584,543 693,307 **
Rodney F. Hochman— 4,798 4,798 **
Lloyd W. Howell, Jr.— 3,584 3,584 **
Anne T. Madden— 4,798 4,798 **
Tomislav Mihaljevic—*3,584 3,584 **
Risa Lavizzo-Mourey1,041*3,584 4,625 
**
Catherine Lesjak—*3,584 3,584 
**
William J. Stromberg— 4,992 4,992 
**
Phoebe L. Yang— 3,584 3,584 
**
NEOs
Peter J. Arduini5,753 44,511 50,264 
**
Frank R. Jimenez18,037 — 18,037 
**
Taha Kass-Hout
16,964 — 16,964 
**
Jan Makela29,182 101,469 130,651 
**
James Saccaro
— — — 
**
Helmut Zodl14 — 14 
**
Current directors and executive officers as a group (19 people)(3)
228,662 980,934 1,209,596 
**
*    Certain directors hold deferred fee phantom stock awarded with respect to the common stock of GE HealthCare resulting from the conversion of certain equity incentive awards previously granted by GE as a result of the Spin-Off. Because these are paid out solely in cash one year after the director leaves the Board, these are not included in the table.
**    Less than 1%. No director or NEO owns more than one-tenth of 1% of the total outstanding shares of GE HealthCare common stock, other than Mr. Culp who owns approximately 0.15% of GE HealthCare common stock.
(1)Outstanding Common Stock Beneficially Owned: This column shows beneficial ownership of our common stock as calculated under SEC rules. Except to the extent noted below, everyone included in the table has sole voting and investment power over the shares reported. No shares are pledged as security by the named person.
(2)RSUs, DSUs, and Stock Underlying Options: This column includes non-voting interests that may be converted into shares of GE HealthCare common stock within 60 days, including RSUs and DSUs. Certain directors have elected to receive certain portions of director fees that would have been paid in cash as DSUs, which are immediately vested, but receipt of the shares is deferred until the first business day after the date specified by the director after separation from service on the Board. DSUs have no voting power. See “Director Compensation Table” on page 38 for the number of DSUs each director holds. This column also includes shares that may be acquired under Options that are currently exercisable or will become exercisable within 60 days. For Mr. Culp, this column also includes 580,959 performance shares over which he has sole voting but no investment power.
(3)Current Directors and Executive Officers as a Group: This row shows ownership by our current directors and executive officers as a group. This row includes: (1) 362,209 shares that may be acquired under Options that are or will become exercisable within 60 days, (2) 33,930 RSUs that vest within 60 days; (3) 3,836 DSUs, which have vested but receipt of the shares is deferred until the first business day after the date specified by the director after separation from service on the Board; (4) 71,673 shares over which there is shared voting and investment power; and (5) 59 shares over which there is shared investment power but sole voting power.
The following table sets forth information with respect to the beneficial ownership of our shares as of March 25, 2024 by each person or entity who GE HealthCare knows to beneficially own more than 5% of our common stock.
5% Beneficial Owners(1)
Common StockTotalPercent of Class
Capital Research Global Investors, 333 South Hope Street, 55th Fl, Los Angeles, CA 90071
51,344,719 51,344,719 11.3 %
The Vanguard Group, 100 Vanguard Blvd. Malvern, PA 19355
46,503,979 46,503,979 10.2 %
General Electric Company, One Financial Center, Suite 3700, Boston, MA 02111
30,531,302 30,531,302 6.7 %
BlackRock Inc., 50 Hudson Yards, New York, NY 10001
28,870,429 28,870,429 6.3 %
GE HEALTHCARE 2024 PROXY STATEMENT
35

Corporate Governance
For Our 5% Beneficial Owners(1)
(# of Shares)
Capital Research
Global Investors
The Vanguard Group
General Electric Company
BlackRock, Inc.
Sole Voting Power
51,341,628 — 30,531,302 26,280,441 
Shared Voting Power
— 501,712 — — 
Sole Investment Power
51,344,719 44,783,820 30,531,302 28,870,429 
Shared Investment Power
— 1,720,159 — — 
(1)The foregoing information is based solely on: a Schedule 13G/A filed by Capital Research Global Investors on February 9, 2024; a Schedule 13G/A filed by The Vanguard Group on March 11, 2024; a Form 4 filed by General Electric Company with the SEC on March 15, 2024, adjusted to reflect the sale of an additional 2,100,000 shares of our common stock on March 19, 2024 pursuant to the underwriter’s exercise of its overallotment option; and a Schedule 13G filed by BlackRock, Inc. on January 29, 2024.
Delinquent Section 16(a) Reports
Based upon a review of reports filed pursuant to Section 16(a) of the Exchange Act (“Section 16”) and written representations from reporting persons, we believe that during fiscal year 2023, all reports required by Section 16 to be filed with respect to GE HealthCare were filed on a timely basis, except (1) one report for each of Messrs. Culp, Makela, Newcomb, O’Neill, Rott, Westrick, and Zodl reporting satisfaction of performance criteria with respect to grants of PSUs, which were filed on December 29, 2023; and (2) one report for Mr. Culp reporting shares of stock acquired by family trusts, which was filed on March 24, 2023.
36
GE HEALTHCARE 2024 PROXY STATEMENT

Corporate Governance
Director Compensation
The Compensation Committee recommends to the Board for approval compensation and benefits for non-employee directors. The Compensation Committee designed a compensation program to achieve the following goals: compensation should fairly pay directors for work required given the Company’s size and scope; compensation should align directors’ interests with the long-term interests of stockholders; and the structure of the compensation should be simple, transparent, and easy for stockholders to understand.
During 2023, the Board approved the Non-Employee Director Compensation and Benefits Plan that outlines all aspects of our non-employee directors’ compensation and benefits. The plan was designed to pay our non-employee directors in line with peers based on benchmarking done in 2022 by Semler Brossy Consulting Group, LLC (“Semler Brossy”). Cash compensation is paid at the end of each quarter of service and prorated for partial years of service. Non-employee directors received the following retainers and fees in 2023:
Non-employee Director Retainers and Fees
Annual Retainers
Director
$125,000 
Board Leadership Retainers
Lead Independent Director
$40,000 
Non-executive Chair
$130,000 
Committee Chair Retainers
Audit Committee Chair
$25,000 
Compensation Committee Chair
$20,000 
Governance Committee Chair
$15,000 
As approved by the board of directors of the Company prior to the Spin-Off, annual compensation is paid to non-employee directors in a combination of cash and RSUs. The aggregate dollar value of equity-based and cash compensation granted or payable to any non-employee director will not exceed $750,000 during any calendar year.
RSUs with an award value of $200,000 are granted annually on the day of our Annual Meeting of Stockholders. Each RSU is equal in value to a share of the Company’s common stock and vests on the earliest of (i) the date of the next Annual Meeting of Stockholders, (ii) the one-year anniversary of the grant date, (iii) a change in control (as defined in the GE HealthCare 2023 Long-Term Incentive Plan), and (iv) the applicable non-employee director’s termination of service due to death or disability, subject to continuous service through the applicable vesting date. RSUs accumulate quarterly dividend equivalent payments, which are reinvested into additional RSUs during the vesting period. In the event of an extraordinary dividend (whether paid in cash or shares), the RSUs will be adjusted to reflect the value of that dividend. For 2023, non-employee directors also received a pro-rated grant to compensate them for their services between the Spin-Off and our 2023 Annual Meeting of Stockholders.
As of April 1, 2023, non-employee directors were permitted to make an election to have up to 100% of the cash portion of their remaining compensation granted in Deferred Stock Units (“DSUs”). Each DSU is equal in value to a share of the Company’s common stock based on the closing market value on the grant date. DSUs accumulate dividend equivalents during the deferral period that will be paid in a single lump sum cash amount equal to the dividend equivalents on the same date that a share of common stock is delivered with respect to such DSU. In the event of an extraordinary dividend (whether paid in cash or shares), DSUs will be adjusted to reflect the value of that dividend. DSUs do not have voting rights.
As attendance is expected, absent exceptional cause, at all scheduled Board and committee meetings and at our Annual Meeting of Stockholders, there are no meeting fees.
GE HEALTHCARE 2024 PROXY STATEMENT
37

Corporate Governance
Director Compensation Table
The table below summarizes the compensation paid or earned by our non-employee directors for the year ended December 31, 2023.
Director Name
Fees Earned or
Paid in Cash ($)(1)
Stock Awards ($)(2)
Total ($)
H. Lawrence Culp, Jr.255,000 276,649 531,649 
Risa Lavizzo‑Mourey180,000 276,649 456,649 
Rodney F. Hochman(3)
124,959 276,649 401,608 
Lloyd W. Howell, Jr.125,000 276,649 401,649 
Catherine Lesjak150,000 276,649 426,649 
Anne T. Madden(3)
124,959 276,649 401,608 
Tomislav Mihaljevic125,000 276,649 401,649 
William J. Stromberg(4)
144,934 276,649 421,582 
Phoebe L. Yang125,000 276,649 401,649 
(1)Consists of annual retainer fees for service as a director and a member of Board committees. Director fees that would have been paid in cash, but, at the election of the director, converted to DSUs, are included in this “Fees Earned or Paid in Cash” column. DSUs are immediately vested, but receipt of the shares is deferred until the first business day after the date specified by the director after separation from service on the Board.
(2)Amounts disclosed in this column reflect the aggregate grant date fair value of the RSUs, as applicable, granted to our non-employee directors during 2023, as determined under the principles used to calculate the grant-date fair value of equity awards for purposes of our financial statements in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718. GE HealthCare determines the grant date fair value of stock unit awards by multiplying the number of RSUs granted by the closing market price of a share of GE HealthCare common stock on the date of grant. Stock awards outstanding as of December 31, 2023 for each non-employee director consisted of 3,584 RSUs.
(3)On May 23, 2023, Mr. Hochman and Ms. Madden each received a grant of 1,214 DSUs in lieu of their annual cash retainer. The grant date fair value of each award was $93,709, determined as noted in footnote 2 above.
(4)On May 23, 2023, Mr. Stromberg received a grant of 1,408 DSUs in lieu of his annual cash retainer. The grant date fair value of that award was $108,684, determined as noted in footnote 2 above.
38
GE HEALTHCARE 2024 PROXY STATEMENT


Compensation
Management Proposal No. 2
Approval of Our Named Executive Officers’ Compensation in an Advisory Vote
What are you voting on?
Pursuant to Section 14A of the Exchange Act, we are asking stockholders to approve, on an advisory basis, the compensation paid to our NEOs in 2023, as described in this proxy statement.
We currently hold say-on-pay votes annually, in which case the next say-on-pay vote will occur at our 2025 Annual Meeting of Stockholders.
Why the Board recommends a vote FOR the say-on-pay proposal?
As described in the Compensation Discussion and Analysis below, the Board believes our executive compensation program is designed to effectively align the interests of our executives, including our NEOs, with our stockholders. The Company’s compensation programs play a significant role in our ability to attract, retain, and motivate top talent. Furthermore, the Board believes the use of a balanced mix of base salary, annual, and long-term incentives, along with performance metrics tied to executing on our business strategies and priorities, will result in long-term value creation.
Accordingly, the Board recommends that stockholders vote FOR the following resolution:
“RESOLVED, that the compensation of the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, compensation tables, and related information provided in this proxy statement, is hereby APPROVED.”
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_checkmark-bgturquiose.jpg 
The Board recommends a vote
FOR the say-on-pay proposal
GE HEALTHCARE 2024 PROXY STATEMENT
39

Compensation
Compensation Discussion and Analysis
This Compensation Discussion and Analysis (“CD&A”) describes the compensation awarded to our NEOs for 2023. This includes key elements of our executive compensation program, and the philosophy and rationale behind the Compensation Committee’s decisions.
The Compensation Committee reviewed and approved 2023 compensation decisions for our executives within the Compensation Committee’s purview, including our NEOs:
Peter J. Arduini, President and Chief Executive Officer
James Saccaro, Vice President and Chief Financial Officer(1)
Taha Kass-Hout, Chief Science and Technology Officer
Frank R. Jimenez, General Counsel and Corporate Secretary
Jan Makela, Chief Executive Officer, Imaging
Helmut Zodl, Former Chief Financial Officer(1)
(1)Mr. Saccaro was appointed Chief Financial Officer effective June 1, 2023. As of that date, Mr. Zodl transitioned to the role of Global Vice President, Special Projects and TSA Separation. After successful completion of certain transition services in connection with our Spin-Off, the Global Vice President, Special Projects and TSA Separation role was eliminated and Mr. Zodl’s employment was subsequently terminated without cause on August 31, 2023.
Executive Summary
Business Results
We strive to attract, retain, and motivate top executive talent who create long-term value for our stockholders through execution of the three pillars of our business strategy: Business Optimization, Growth Acceleration, and Precision Care, with a foundation of People, Patients, and Culture. We are pleased with our financial performance in 2023, including the following:
Revenues were $19.6 billion and Organic revenue* was $19.8 billion; Revenues increased 7% year-over-year and 8% on an Organic* basis with growth across all segments and regions.
Net income attributable to GE HealthCare was $1.6 billion and Adjusted earnings before interest and taxes (“Adjusted EBIT”)* was $3.0 billion.
Cash from operating activities - continuing operations was $2.1 billion and Free cash flow* was $1.7 billion.
Diluted earnings per share - continuing operations were $3.04 and Adjusted earnings per share* were $3.93.
2023 was our first year as a standalone company. Comparisons to prior-year business results, other than revenue, are less relevant as prior-year results do not include recurring and ongoing costs to operate new functions required for an independent public company, interest expense associated with third-party debt, and other items. Comparisons to prior-year results will be more relevant in subsequent periods.
We believe that our compensation paid for 2023 aligns well to the financial results we achieved for the year.
*Non-GAAP financial measure. See the Appendix for additional information and definitions of these non-GAAP financial measures.
Compensation Highlights
Our Total Rewards Philosophy
Our philosophy is to provide competitive, motivating, and fair total rewards programs, including base salaries, annual cash incentives, long-term equity awards, and other broader total rewards programs, that allow us to attract, retain, and motivate the right people, in the right place, at the right time to enable our strategies to create a world where healthcare has no limits.
40
GE HEALTHCARE 2024 PROXY STATEMENT

Compensation
Executive Compensation Best Practices
Our executive compensation program is grounded in policies and practices that promote sound compensation governance, support our pay-for-performance philosophy, and strengthen alignment of our NEOs’ interests with those of our stockholders. Highlights of market best practices we have adopted in furtherance of these aims are set forth below.
 https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_checkmark-01.jpg 
What We Do
 https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_crossmark.jpg 
What We Don't Do
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_checkxmark_list-02.jpg   Pay-for-performance through emphasis on at-risk, performance-based compensation programs
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_checkxmark_list-02.jpg   Set rigorous annual bonus and long-term PSU goals tied to Board-approved budget and strategic objectives
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_checkxmark_list-02.jpg   Align executive and stockholder interests by providing majority of total target compensation in long-term incentives for our NEOs
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_checkxmark_list-02.jpg  Maintain robust stock ownership and retention requirements for our directors and executive officers, including a 6x base salary requirement for our CEO
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_checkxmark_list-02.jpg   Conduct proactive and ongoing stockholder outreach
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_checkxmark_list-02.jpg   Mitigate undue risk-taking by conducting annual risk assessments and capping potential incentive plan payouts
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_checkxmark_list-02.jpg   Maintain a robust clawback policy that goes beyond minimum legal requirements and authorizes recoupment of both time- and performance-based awards in the event of misconduct outside the context of a financial restatement
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_checkxmark_list-02.jpg   Retain a fully independent executive compensation consultant whose independence is reviewed annually by the Compensation Committee
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_checkxmark_list-02.jpg   Hold annual stockholder say-on-pay advisory vote
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_checkxmark_list-02.jpg   Conduct an annual peer group review
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_checkxmark_list-01.jpg   No hedging of Company securities by employees or directors
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_checkxmark_list-01.jpg   No pledging of Company securities by employees or directors
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_checkxmark_list-01.jpg   No re-pricing of Options without stockholder approval
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_checkxmark_list-01.jpg   No “single trigger” cash severance or equity acceleration based solely upon a change in control
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_checkxmark_list-01.jpg   No excise tax gross-ups for change in control and severance payments
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_checkxmark_list-01.jpg   No payouts of dividend equivalents on equity awards during vesting or performance periods
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-icon_checkxmark_list-01.jpg   No excessive perquisites
GE HEALTHCARE 2024 PROXY STATEMENT
41

Compensation
Summary of 2023 Compensation Program Elements
The table below sets forth the primary elements of the 2023 GE HealthCare executive compensation program framework.
FixedPerformance-Based / At-Risk
Short-Term Incentive
Long-Term Equity-Based Incentives
SalaryAnnual BonusPSUsOptionsRSUs
Provides fixed compensation to attract and retain top talent
Set at market-competitive levels and reviewed and approved annually by the Compensation Committee as it deems appropriate based on benchmarking data, individual roles, responsibilities, performance, impact, and capabilities
Drives achievement of Company’s annual financial, operational, and strategic goals
Serves as key compensation vehicle for differentiating performance each year
Focuses executives on achievement of long-term financial performance goals, directly aligned with operating and strategic goals, and total shareholder return
Aligns with stockholder interests by tying a significant portion of executive compensation to the Company’s long-term financial success
Rewards stockholder value creation through stock price appreciation over time
Provides the longest-term linkage of the three equity vehicles (with a 10-year option term)
Promotes employee retention while remaining linked to underlying stock price performance
Pay-for-Performance
GE HealthCare’s executive compensation program is designed to strengthen the link between pay and performance by having a significant portion of total executive compensation at-risk and tied to the achievement of predetermined performance targets. Our business-focused goals are incorporated into both annual and long-term incentive opportunities, which are complementary, risk-balancing, and designed to encourage an ownership-oriented team. By aligning pay with our strategy, we believe the compensation program motivates executives to execute on our strategies and purpose to create a world where healthcare has no limits.
The charts below show the relative weightings of the salary, target bonus award, and target long-term equity-based incentive compensation awarded to our NEOs in 2023, excluding the one-time Founders Grants awarded in connection with our Spin-Off and the one-time sign-on awards made to Messrs. Saccaro and Kass-Hout under the terms of their offer letters. Consistent with our pay-for-performance approach, 92% of total target compensation is at-risk for our CEO, and 84% of total target compensation is at-risk (on average) for our other currently employed NEOs.
CEO Target Pay Mix(1)
Average of Other NEOs Target Pay Mix(2)
 https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_pie_compensationmixotherCEO_1.jpg
  https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_pie_compensationmixotherNEO_1.jpg
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_legend_black.jpg 
Salary
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_legend_purple.jpg 
Bonus Target
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_legend_blue.jpg 
PSU Target Grant Value
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_legend_gray.jpg 
Option Grant Value
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_legend_light teal.jpg 
RSU Grant Value
(1)The percentages in the charts that illustrate the compensation mix and amount at-risk are rounded to equal 100%. Actual percentages for the CEO Target Pay Mix are as follows: Salary (8.3%), Bonus Target (12.5%), PSU Target Grant Value (39.6%), Option Grant Value (19.8%), and RSU Grant Value (19.8%). Similar rounding was applied to the Average of Other NEOs Target Pay Mix chart.
(2)Excludes Mr. Zodl, our former Chief Financial Officer.
42
GE HEALTHCARE 2024 PROXY STATEMENT

Compensation
2023 Say-on-Pay Results
At our May 2023 Annual Meeting of Stockholders, our say-on-pay proposal received support from 96.7% of votes cast. Stockholders also provided their views on our say-on-pay frequency proposal with 98.5% of votes cast supporting annual, non-binding advisory votes on executive compensation. Based on these results, our Board determined a say-on-pay vote will be submitted to our stockholders on an annual basis until the next required say-on-pay frequency proposal. The Compensation Committee generally considered the high level of stockholder support for our 2023 say-on-pay vote when evaluating and making decisions on the executive compensation program throughout the year, but the Compensation Committee did not make any specific changes to our executive compensation program based on the outcome of our 2023 say-on-pay vote.
Stockholder Engagement
In our first year as a public company, we actively engaged with investors to understand their perspectives and views on a variety of topics, including our executive compensation program and philosophy. In 2023, management reached out to stockholders representing over 40%(1) of our outstanding shares (based on stockholdings as of December 31, 2023) to engage on governance matters. Management and, when requested, our lead director, met with stockholders representing 25%(1) of our outstanding shares (based on stockholdings as of December 31, 2023).
(1)    In each case not including shares held by GE.
Overview of Our 2023 Executive Compensation Programs
Total Rewards Philosophy and Guiding Principles
Our total rewards philosophy and guiding principles serve as a clear and transparent framework for considering total rewards designs and individual pay levels. The Compensation Committee considered our strategy, business priorities, and market intelligence from its independent compensation consultant, Semler Brossy, in developing and approving the philosophy and guiding principles. The Compensation Committee annually reviews the total rewards philosophy and guiding principles so they continue to be aligned with our business strategy and priorities.
Total Rewards Philosophy
Our philosophy is to provide competitive, motivating, and fair total rewards programs, including base salaries, annual cash incentives, long-term equity awards, and other broader total rewards programs, that allow us to attract, retain, and motivate the right people, in the right place, at the right time to enable our strategies to create a world where healthcare has no limits.
Our philosophy is further supported by the following principles that guide the total rewards we provide:
Guiding PrincipleDescription
Business-Focused and Performance Differentiated
We offer “at-risk” annual incentives that are aligned with our business strategies for the year
We offer “at-risk” long-term incentives that are aligned with long-term value creation for our stockholders
We design incentives with an effective link between pay and performance to drive accountability and ensure we win together with differentiated pay-for-performance from the GE HealthCare level to the individual level
We offer significant “at-risk” pay to our senior leadership while mitigating unnecessary and excessive risk-taking
As a new standalone public company, our total rewards programs have a deliberate focus on accelerating profitable growth
Ownership-Oriented
We empower an entrepreneurial spirit within our culture and align compensation with our stockholders’ interests by providing meaningful equity awards to eligible participants and maintaining robust policies that require significant stock ownership by our senior executives
Competitive, Motivating, and Fair
We provide total rewards programs that are competitive in the markets in which we compete while taking into account a participant’s experience, performance, and contributions to our business strategy, motivating our participants to successfully execute our business strategy, and balancing internal equity across participants
Simple and Transparent
Our total rewards programs are intended to drive employee engagement and business success through simple and transparent plan designs
GE HEALTHCARE 2024 PROXY STATEMENT
43

Compensation
Our Decision-Making Process
Roles and Responsibilities
The Role of the Compensation Committee. The Compensation Committee is responsible for overseeing our executive compensation programs. With the assistance of Semler Brossy and management, the Compensation Committee annually reviews the effectiveness of our executive compensation policies and practices so they continue to align with our philosophy, business strategy, and competitive market practices.
The Compensation Committee’s responsibilities also include reviewing and approving the compensation of all NEOs, including the CEO. In making compensation decisions, the Compensation Committee considers several factors, including individual performance, market-competitive benchmarking data, roles and responsibilities, internal equity and positioning, past pay increases, CEO pay recommendations (other than for himself), and other indirect pay elements (e.g., retirement programs). The Committee meets in executive session to discuss the performance and pay recommendations for the CEO.
As part of its oversight responsibility, the Compensation Committee annually reviews our compensation policies and practices to confirm they do not incentivize undue risk-taking. Based on the results of its assessment in 2023, the Compensation Committee concluded that our compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.
The Role of Management. Our CEO and Chief People Officer assist the Compensation Committee when making decisions on our executive compensation programs by providing information, analysis, and recommendations, except as it relates to their own individual compensation. In addition, the CEO provides the Compensation Committee with an annual performance assessment and compensation recommendation for each NEO (other than himself). With the assistance of Semler Brossy, the Compensation Committee considers the CEO’s recommendations, along with other factors noted above, when making compensation decisions.
The Role of the Compensation Consultant. Following a comprehensive selection process in connection with the Spin-Off, the Compensation Committee retained Semler Brossy as an independent compensation consultant. Semler Brossy assists with evaluating the Company’s executive compensation programs and making recommendations on the compensation of our executives, including our NEOs. At the direction and for the benefit of the Compensation Committee, Semler Brossy works with our total rewards team and executive management to develop analyses and proposals for the Compensation Committee.
In accordance with applicable SEC and Nasdaq listing standards, the Compensation Committee assessed Semler Brossy’s independence both upon retaining the firm and later in the year during its annual independence review process, and the Compensation Committee concluded each time that no conflict of interest or independence concerns exist.
Compensation Peer Group
In anticipation of the Spin-Off, GE and our management team considered the types of companies with which we would compete for talent within the broader medical device and medical technology spaces. Semler Brossy advised on certain characteristics of potential peers, including business type, revenue, and market capitalization compared to GE HealthCare. In 2023, after considering advice from Semler Brossy, the Compensation Committee approved the 15-company peer group listed below (the “Compensation Peer Group”) to be used to benchmark our compensation programs for our NEOs against those typically offered to employees in our industry. The Compensation Committee considered this peer group when designing our 2023 compensation programs. For setting 2023 individual total direct compensation, the Compensation Committee referenced benchmarking data from the 13 U.S.-based peers, which excluded Philips and Siemens Healthineers due to the differences in compensation practices outside of the U.S. The Compensation Committee regularly reviews the Compensation Peer Group for any appropriate changes.
Our Compensation Peer Group for 2023 Compensation
Abbott Laboratories
Danaher Corporation
Koninklijke Philips N.V.
Agilent Technologies, Inc.
Edwards Lifesciences Corporation
Siemens Healthineers AG
Baxter International Inc.
Hologic, Inc.
Stryker Corporation
Becton, Dickinson and Company
Intuitive Surgical, Inc.
Thermo Fisher Scientific Inc.
Boston Scientific Corporation
Medtronic plc
Quest Diagnostics Incorporated
44
GE HEALTHCARE 2024 PROXY STATEMENT

Compensation
Compensation Decisions and Outcomes
This section provides an overview of GE HealthCare’s 2023 compensation plans, including how the Company performed against the goals established under the 2023 One GE HealthCare Annual Bonus Plan (the “Bonus Plan”) and the GE HealthCare Technologies Inc. 2023 Long-Term Incentive Plan (the “LTI Program”). See “Compensation Actions for 2023” beginning on page 51 for details about 2023 compensation for each of our NEOs.
Base Salaries
Base salaries are designed to provide a competitive fixed level of pay to attract and retain top talent. In determining base salaries for our NEOs, the Compensation Committee considers several factors, including individual roles, responsibilities, performance, impact and capabilities, as well as market-competitive benchmarking data provided by the Compensation Committee’s independent consultant. In 2023, taking these considerations into account, the Compensation Committee approved an increase for Mr. Makela from $622,000 to $659,320(1), effective February 1, 2023. In addition, Mr. Jimenez’s base salary increased from $850,000 to $875,000, effective January 1, 2023, in accordance with the terms of the offer letter he received upon joining the Company in 2022. No other changes were made to our NEOs’ base salaries in 2023.
(1)Mr. Makela’s base salary was paid in British pounds and converted for purposes of this presentation at an exchange rate of $1.2440 per £1.00, the 2023 average noon buying rate certified for customs purposes by the U.S. Federal Reserve Bank of New York set forth in the H.10 statistical release of the Federal Reserve Board.
Annual Bonus Plan
In 2023, GE HealthCare provided annual cash incentive opportunities to its executives, including all of our NEOs, under the Bonus Plan. The performance metrics and targets for awards under the Bonus Plan were set at the beginning of the year and designed to drive Company and business segment performance, based on financial, operational, and strategic priorities.
How 2023 Bonuses for Our NEOs Were Determined. All NEOs are eligible to participate in the Bonus Plan. Target bonus percentages for our NEOs are reviewed and approved annually by the Compensation Committee. In 2023, the Compensation Committee approved an increase in Mr. Arduini’s target bonus percentage from 125% to 150% of base salary in accordance with the terms of his amended offer letter, which was approved by the General Electric Management Development and Compensation Committee (“MDCC”) prior to our Spin-Off. For all other NEOs, target bonus percentages remained at 100% of base salary.
In the first quarter of 2023, the Compensation Committee approved for our NEOs financial metrics and targets at the corporate and segment levels, as well as metrics and targets for the strategic initiatives modifier, which is measured at the corporate level. For executives in roles overseeing all of GE HealthCare, financial metrics were fully tied to corporate-level performance goals. For Mr. Makela, CEO of our Imaging segment, financial metrics were tied in part to corporate-level performance goals with a meaningful weighting (40%) and the Imaging segment performance goals with the majority of the weighting (60%).
As shown below, bonuses paid to our NEOs are determined formulaically based on each NEO’s base salary, target bonus percentage, applicable corporate and/or segment financial performance, strategic initiatives modifier, and an individual performance multiplier.
Base Pay as of 12/31
X
Target Bonus Percentage
X
Corporate level:
performance targets 100% GEHC*
Segment level:
performance targets
40% GEHC*
60% Segment
*Includes Strategic Initiatives Modifier
X
Individual Performance Multiplier
(0% - 150%)
 =
Final Award
How 2023 Bonus Plan Metrics Were Selected. The 2023 Bonus Plan financial metrics were focused on our Growth Acceleration and Business Optimization strategic pillars. At the corporate level, the financial metrics were GE HealthCare Organic revenue (weighted 50%), GE HealthCare Adjusted EBIT (weighted 30%), and GE HealthCare Free cash flow (weighted 20%). For the Imaging segment, financial metrics were Imaging Organic revenue (weighted 50%), Segment EBIT (weighted 30%), and Imaging Inventory Turns (weighted 20%). See the Appendix for definitions of the non-GAAP financial metrics used in the Bonus Plan.
GE HEALTHCARE 2024 PROXY STATEMENT
45

Compensation
Metrics for the 2023 strategic initiatives modifier focused on our two other areas of priority. The use of a New Product Introductions (“NPI”) metric was focused on our Precision Care strategic pillar and measured based on the percentage of orders attributed to new product introductions over a five-calendar-quarter period. The use of a Safety metric was focused on a foundational priority of People, Patients, and Culture and measured based on our injury and illness rate for the year. The strategic initiatives modifier could increase or decrease financial metric results by +/- 10 percentage points (+/- 5 percentage points for each initiative).
The Compensation Committee selected the financial and strategic initiatives metrics to incentivize strong performance across key drivers of long-term value creation and reflect how GE HealthCare is managed at the corporate and segment levels.
Finally, each NEO’s performance was assessed against individual goals tied to their roles and responsibilities, and an individual performance multiplier between 0% and 150% was assigned. The final award is capped at 200%, inclusive of any individual performance.
How 2023 Bonus Plan Targets and Performance Levels Were Determined. In the first quarter of 2023, the Compensation Committee established targets and performance levels for each financial metric that were designed to be rigorous yet realistic and informed by the Company’s 2023 budget. The Compensation Committee also established targets for the two strategic initiatives of our modifier that aligned with the Company’s strategy and business priorities.
The target, threshold, and maximum performance levels for each financial metric were set with reference to annual corporate and segment budgets, established by senior management (including the NEOs), and approved by the Compensation Committee. Failure to achieve threshold on any one metric would result in no payout for that metric, and failure to achieve threshold on all metrics would result in no payout overall. For the 2023 Bonus Plan, our NEOs could receive between 50% and 200% of their target award for threshold and maximum performance, respectively.
How Corporate Level Performance Was Determined. As shown below, in the first quarter of 2024, the Compensation Committee certified the 2023 Bonus Plan performance results to determine the payout level for each financial and strategic initiative metric at the corporate level. Consistent with its adjustment authority established in February 2023, the Compensation Committee excluded the impact of two 2023 acquisitions on GE HealthCare Adjusted EBIT results and adjusted the GE HealthCare Free cash flow results for the impact of a tax law related to research and development (“R&D”) capitalization that was expected to be repealed when targets were set in February 2023 but was not subsequently repealed (i.e., the targets were set assuming a repeal of the law, which did not occur). The Compensation Committee considered both adjustments to be normal course and necessary so that actual performance and targets were calculated on a comparable basis.
GE HealthCare
Bonus Plan Financial
Performance Metrics(1)
WeightThreshold
(50%
Payout)
Target
(100%
Payout)
Max
(200%
Payout)
Actual Bonus
Performance
Metric
Payout
NPI Vitality
% Modifier
(+/- 5%)
Injury %
Illness Rate
Modifier
(+/- 5%)
Bonus
Payout
Organic revenue ($M)
50 %$17,964 $18,910 $19,855 $19,125 123 %+2%— %125 %
Adjusted EBIT ($M)
30 %$2,635 $3,100 $3,410 $2,988 
(2)
88 %
Free cash flow ($M)
20 %$1,275 $1,700 $2,040 $1,965 
(3)
178 %
(1)    All metrics are GE HealthCare non-GAAP financial measures. See the Appendix for additional information and definitions of the non-GAAP financial measures used in the Bonus Plan.
(2)    Adjusted to exclude $32M for the impact of two 2023 acquisitions.
(3)    Adjusted to add back $250M from the impact of an R&D capitalization tax law that was expected to be repealed when targets were set in February 2023 but was not subsequently repealed.

46
GE HEALTHCARE 2024 PROXY STATEMENT

Compensation
How Imaging Segment Level Performance Was Determined. As noted above, Mr. Makela is the only NEO with performance goals tied to a segment (Imaging), for which he is the segment CEO. In the first quarter of 2024, the Compensation Committee certified the 2023 Bonus Plan performance results of our Imaging segment to determine the payout level for Mr. Makela, as shown below.
Imaging Segment
Bonus Plan Financial
Performance Metrics
Weight
Threshold
(50%
Payout)
Target
(100%
Payout)
Max
(200%
Payout)
Actual Bonus Performance
Metric
Payout
Imaging
Payout
(60%)
Corporate
Level
Bonus Payout
(40%)
Bonus
Payout
Organic revenue(1) ($M)
50 %$9,747 $10,260 $10,773 $10,355 119 %98 %125 %109 %
Segment EBIT ($M)
30 %$1,066 $1,254 $1,379 $1,124 66 %
Inventory Turns
20 %3.3 4.4 5.3 4.395 %
(1)Non-GAAP financial measure. See the Appendix for additional information and definitions of the non-GAAP financial measures used in the Bonus Plan.
How NEO Bonus Payouts Were Determined. As shown below, in the first quarter of 2024, the Compensation Committee approved 2023 Bonus Plan payouts for our NEOs, which were determined based on the achievement of performance goals at the corporate and/or segment level and individual performance multipliers. For Mr. Arduini, the Compensation Committee approved an individual performance multiplier of 105%. Mr. Arduini had no role in the determination of his bonus. For Messrs. Saccaro, Kass-Hout, Jimenez, Makela, and Zodl, individual performance multipliers of 100%, 105%, 100%, 100%, and 100%, respectively, were recommended by our CEO and approved by the Compensation Committee. The individual performance factors for Messrs. Arduini and Kass-Hout were above 100% in recognition of strong performance against their 2023 individual goals as detailed in “Compensation Actions for 2023” on pages 51 and 53, respectively.
NEO
2023 Bonus
Performance Group
2023 Bonus
Target
Corp /
Segment
Results(1)
Individual
Performance
Multiplier
2023 Bonus
Payout
Peter Arduini
100% Corporate Level
$1,875,000 125 %105 %$2,460,938 
James Saccaro
100% Corporate Level
$513,014 125 %100 %$641,267 
Taha Kass-Hout
100% Corporate Level
$895,068 125 %105 %$1,174,777 
Frank Jimenez
100% Corporate Level
$875,000 125 %100 %$1,093,750 
Jan Makela(2)
40% Corporate Level, 60% Imaging
$659,320 109 %100 %$718,659 
Helmut Zodl(3)
100% Corporate Level
$750,000 125 %100 %$624,144 
(1)Percentage inclusive of the Strategic Initiatives Modifier, which resulted in +2 percentage points.
(2)This amount was paid in British pounds and converted for purposes of this presentation at an exchange rate of $1.2440 per £1.00, the 2023 average noon buying rate certified for customs purposes by the U.S. Federal Reserve Bank of New York set forth in the H.10 statistical release of the Federal Reserve Board.
(3)Pursuant to the terms of the Bonus Plan, because his role was eliminated, Mr. Zodl was eligible for a prorated bonus for the 2023 plan year based on his employment during 2023.
Long-Term Incentive Program
GE HealthCare’s 2023 LTI Program focused on our Growth Acceleration and Business Optimization strategic pillars and was comprised of three equity vehicles: PSUs, Options, and RSUs. The awards are designed to motivate and incentivize executives to create sustainable long-term value, support the attraction and retention of top talent, and align executive and stockholder interests through a meaningful ownership stake in the Company.
How GE HealthCare Determined Award Mix and Amounts. Annual long-term incentive (“LTI”) awards represent the largest portion of each NEO’s annual total target compensation. The Compensation Committee considers various factors for determining the size and mix of annual equity awards for our NEOs, including our long-term business objectives, market practices, and individual performance.
As illustrated below, in 2023, once the total annual LTI award amount for each NEO was determined by the Compensation Committee, 50% was granted in PSUs, 25% in Options, and 25% in RSUs. PSUs are tied to long-term financial goals of 2025 Organic revenue (weighted 50%) and 2023-2025 Cumulative Adjusted EBIT (weighted 50%), and modified by our total shareholder return (“TSR”) performance relative to our Compensation Peer Group (modifier ranges from +/- 20%). The final potential payout is between 0% and 200% of target PSUs granted. These awards vest following a three-year performance period, to the extent performance is achieved upon completion of the performance period. Options and RSUs both vest in three substantially equal installments over three and one-half years and tie our executives’ interests to stockholder value and the performance of our stock. With respect to PSUs and RSUs, dividend equivalents accrue over the vesting period, but are paid out only on shares actually received.
GE HEALTHCARE 2024 PROXY STATEMENT
47

Compensation
Vehicle Mix and PSU Calculation
50% PSUs
3-year performance period and cliff vesting
 +
25% Options
1/3 vesting 18/30/42 months from grant
 +
25% RSUs
1/3 vesting 18/30/42 months from grant
2025 Organic revenue
(50%)
 +
2023-2025
Cumulative Adjusted EBIT
(50%)
X
Relative TSR Modifier vs. GEHC’s Peer Group
(+/-20%)
 =
Final Award(1)
(0%-200%)
(1)Threshold achievement results in a 50% payout for performance-based vehicles.
2023 PSUs
How GE HealthCare’s Annual PSUs Work. GE HealthCare’s PSUs are designed to focus executives on the Company’s long-term financial and operating goals. PSU payouts are earned only if GE HealthCare achieves specified performance levels over the relevant performance period. In the first quarter of 2023, the Compensation Committee selected the performance metrics for PSUs to be granted in 2023. The Compensation Committee chooses performance metrics it believes align with the Company’s long-term strategic objectives and contribute to the creation of long-term stockholder value. The Compensation Committee then monitors the Company’s performance against the performance metrics over a three-year performance period and will certify the final levels of achievement following the end of the period.
The certified PSU achievement levels determine the percentage of the target number of PSUs under the award that executives earn. The Compensation Committee establishes targets and performance levels that are designed to be rigorous but realistic and informed by long-term financial goals. The target, threshold, and maximum performance levels for each performance metric are set with reference to annual budgets for GE HealthCare that senior management establishes and the Board approves. PSUs vest at the end of the 3-year performance period, contingent upon satisfaction of the performance criteria and subject to the NEO’s continued employment through the vesting date.
How GE HealthCare Selected Metrics and Targets for PSUs. The 2023 performance metrics and targets for PSUs granted to our NEOs were approved by the Compensation Committee in February 2023. The PSUs may become earned based on our 2025 Organic revenue (50% weighting) and 2023-2025 Cumulative Adjusted EBIT (50% weighting), and are subject to modification of +/-20% based on three-year relative TSR versus our peer group. Results will be interpolated for performance between threshold, target, and maximum with potential final payouts between 50% and 200% of target PSUs granted for threshold and maximum performance, respectively, inclusive of the TSR modifier. Failure to achieve threshold on any one metric would result in no payout for that metric, and failure to achieve threshold on all metrics would result in no payout overall. The Compensation Committee chose Organic revenue and Cumulative Adjusted EBIT as metrics to incentivize and focus executives on long-term profitable growth.
The financial metrics are tied to corporate performance, which aligns all of GE HealthCare’s leaders who receive PSUs with the same performance target, in contrast to the metrics used in the Bonus Plan, which for GE HealthCare segment employees are based in part on segment-level performance. See the Appendix for additional information and definitions of the non-GAAP financial measures used in GE HealthCare’s 2023 PSUs.
2023 Options and RSUs
The Compensation Committee believes that Options and RSUs effectively focus executives on delivering long-term value to stockholders. Options have value only to the extent that GE HealthCare’s stock price rises between the grant date and the exercise date. RSUs reward and are intended to help retain executives by offering them the opportunity to receive GE HealthCare stock if they remain employed by the Company through the date the vesting restrictions lapse.
48
GE HEALTHCARE 2024 PROXY STATEMENT

Compensation
2023 Stock Options. The annual Options granted to our NEOs in 2023 will vest over three and one-half years in three substantially equal installments on the 18-month, 30-month, and 42-month anniversary of the grant date, subject to the NEO’s continued employment through each such vesting date. Options generally expire 10 years from the grant date.
2023 RSUs. The annual RSUs granted to our NEOs in 2023 will vest over three and one-half years in three substantially equal installments on the 18-month, 30-month, and 42-month anniversary of the grant date, subject to the NEO’s continued employment through each such vesting date.
2024 PSUs
In the first quarter of 2024, the Compensation Committee changed the metrics for 2024 PSUs by replacing three-year Cumulative Adjusted EBIT with a three-year earnings per share metric weighted at 50% while continuing with Organic revenue weighted at 50%. The Compensation Committee made the decision after a review provided by its independent compensation consultant of prevalent industry practices and considerations of how earnings per share contribute to the Company’s long-term strategic objectives and creation of stockholder value.
Other LTI Awards
Founders Grants. The Compensation Committee awarded one-time “Founders Grants” to approximately 8,200 of our leaders, including our NEOs, in the form of Options and RSUs, on February 1, 2023, under the LTI Program. The Founders Grants are intended to align the interests of GE HealthCare leaders, including our NEOs, with those of our stockholders and provide a meaningful ownership stake in the Company from our “Day 1,” which is consistent with our Total Rewards Philosophy. The Founders Grants were made in recognition of the pivotal role leadership will play at a critical time following our Spin-Off. The design of the Founders Grants and amounts of the awards were developed after a review of competitive market practices provided by Semler Brossy for equity grants in conjunction with a spin-off or initial public offering and consideration of the potential dilutive impact on stockholders. Founders Grants will vest over a three-year period, with 50% vesting on each of the second and third anniversary of the grant date if the executive remains employed through each vesting date, with limited exceptions for terminations due to death, disability, or a transfer to a successor employer in connection with our transfer of a business operation.
For the approximately 700 recipients who receive annual equity grants as part of their ongoing compensation, including our NEOs, the value of the Founders Grants was determined based on a percentage of their current annual long-term incentive targets. For the NEOs, Founders Grant values were approximately 50% of their annual long-term incentive targets. For the approximately 7,500 recipients who do not regularly receive equity grants as part of their ongoing compensation, the value of the Founders Grants was based on a consistent percentage of salary.
2022 CEO New-Hire PSUs. On January 3, 2022, Mr. Arduini became President and CEO of GE’s healthcare business, after joining GE as an employee in December 2021. In connection with becoming our CEO, and pursuant to the terms of his offer letter, in February 2022 he received an equity grant of PSUs (“New-Hire PSUs”). Mr. Arduini’s New-Hire PSUs are eligible to vest on March 1, 2025 (except in the event of earlier specified termination events), in an amount between 0% and 150% of the target number of PSUs granted, based on the final average achievement of annual performance objectives set for each of 2022, 2023, and 2024. For 2023, the Compensation Committee selected annual performance metrics, which consisted of Organic revenue (weighted 50%), Adjusted EBIT (weighted 30%), and Free cash flow (weighted 20%), subject to a modification of +/- 10 percentage points for two strategic initiative modifiers focused on our Precision Care pillar and foundational priority of People, Patients, and Culture. Under the applicable accounting principles, such awards are treated as granted in the year that the applicable performance criteria are established and reported as such in the Summary Compensation Table and Grants of Plan-Based Awards Table below. Per SEC rules, the 2023 tranche of Mr. Arduini’s New-Hire PSU Award that was granted by GE in 2022 prior to our Spin-Off is included as a 2023 compensation award in these two tables.
2022 Annual PSUs. As disclosed in our 2023 proxy statement, in 2023 the GE MDCC certified the final payouts for the 2022 PSUs at 0% of target, resulting in no payouts to any NEOs and the cancellation of these awards.
2021 Annual PSUs. Each of Messrs. Makela and Zodl were awarded PSUs by GE in 2021, prior to our Spin-Off, which were eligible to vest based on GE’s 2021 adjusted earnings per share (50% weighting) and free cash flow (50% weighting) performance, and were subject to modification of +/- 20% based on GE’s TSR relative to the S&P 500 Industrials Index from January 1, 2021 through January 3, 2023, the Spin-Off date. As disclosed in our 2023 proxy statement, in 2023 the GE MDCC certified the final payout for the 2021 PSUs at 140% of the executive’s target. As a result, 140% of the target 2021 PSUs granted to Mr. Makela (equal to 17,348) vested on March 1, 2024. Mr. Zodl forfeited his 2021 PSUs (equal to 13,878) upon his termination of employment in 2023. No other NEOs held 2021 PSUs.
GE HEALTHCARE 2024 PROXY STATEMENT
49

Compensation
2023 New-Hire RSUs. In connection with attracting and retaining top executive talent in 2023, the Compensation Committee approved one-time equity awards in consideration of the value of equity candidates forfeited at a prior employer. Specifically, in connection with his hire on June 1, 2023, the Compensation Committee approved a new-hire equity award for Mr. Saccaro in the form of RSUs with a target value of $3,500,000 in recognition of the value of long-term incentives he forfeited from his former employer, with 50% vesting on each of the first and second anniversary of the grant date, subject to his continued employment through each vesting date. In connection with his hire on January 3, 2023, the Compensation Committee approved a new-hire equity award to Mr. Kass-Hout in the form of RSUs with a target value of $3,500,000 in recognition of the value of long-term incentives he forfeited from his former employer, with 50% vesting on each of the first and second anniversary of the grant date, subject to his continued employment through each vesting date.
Equity Grant Practices
Management has developed an equity granting schedule designed to avoid circumstances where the timing of the grant may affect compensation value. Specifically, annual grants are approved by the Compensation Committee at its regularly-scheduled meeting in late January or early February to be granted in early March. The Compensation Committee may also approve equity awards throughout the year for various reasons, including recruitment of new hires, promotions, and retention and/or recognition of top talent. These off-cycle grants are made on regularly scheduled quarterly dates selected so as not to affect compensation value.
The Compensation Committee has also delegated authority to the Company’s CEO to grant equity awards to employees who are neither under the Compensation Committee’s purview nor direct reports to the CEO, subject to certain limitations on grant value and number of shares granted, as established by the Compensation Committee. These equity awards follow the same granting schedules as described above.
50
GE HEALTHCARE 2024 PROXY STATEMENT

Compensation
Compensation Actions for 2023
The details of our NEOs’ 2023 compensation are set forth below. Each of our NEOs received a one-time Founders Grant in 2023. Due to the one-time nature of the award, each NEO’s 2023 Pay Mix is shown below without the Founders Grant. Similarly, the value of any sign-on awards made during the year is omitted from applicable NEOs’ Target Pay Mix.
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-05_425778-1_img_arduini_compensation.jpg
Peter Arduini
President and CEO
2023 Performance Highlights
As President and CEO, Mr. Arduini shapes our strategy, establishes the framework against which performance is measured, and delivers on that performance. Individual performance highlights during 2023 included:
Strong first-year public company performance meeting and exceeding commitments, delivering growth while increasing R&D investment and improving operating margin.
Significantly enhanced our digital / AI strategy, capabilities, and execution. Re-introduced world-wide product planning resulting in enterprise-level product and technology roadmaps.
Successfully separated from GE, meeting timelines, executing all planned 2023 TSA exits, and engaging with stakeholders and investors to position the Company strategically and operationally to achieve short-term commitments and longer-term aspirations.
Meaningfully advanced the organization’s leadership, capabilities, culture, and management processes.
2023 Target Pay Mix
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_stack_paymix_arduiniP.jpg
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_legend_black.jpg 
Base Salary
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_legend_purple.jpg 
Annual Bonus
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_legend_blue.jpg 
Annual LTI(1)
(1)    Annual LTI reflects target value as approved by the Compensation Committee.
2023 Pay Decisions
Salary. Mr. Arduini’s salary was set at $1,250,000 and remained unchanged in 2023.
Bonus. Mr. Arduini’s bonus target was increased from 125% to 150% of base salary in 2023 based on the terms of his amended offer letter approved by the MDCC in 2022. Mr. Arduini’s 2023 actual bonus was $2,460,938, as described beginning on page 45 under “Annual Bonus Plan.”
Annual Equity Awards. Mr. Arduini’s annual LTI target for 2023 was $11,875,000. In 2023, his annual LTI was granted in the form of approximately 50% PSUs, eligible for vesting in 2025 subject to meeting performance goals, and 25% Options and 25% RSUs, each eligible for vesting over three and one-half years in three substantially equal installments on the 18-month, 30-month, and 42-month anniversary of the grant date, in each case subject to his continued employment through each vesting date.
Founders Grant. The Compensation Committee approved Mr. Arduini’s Founders Grant with a target value of $6,000,000, awarded in the form of 75% Options and 25% RSUs, eligible for vesting over a three-year period, with 50% vesting on each of the second and third anniversary of the grant date, subject to his continued employment through each vesting date.
GE HEALTHCARE 2024 PROXY STATEMENT
51

Compensation
Compensation for Our Other NEOs
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-05_425778-1_img_compensation_saccaro_j.jpg
James Saccaro
Vice President and Chief Financial Officer
2023 Performance Highlights
Effective June 1, 2023, Mr. Saccaro was appointed Vice President and Chief Financial Officer, leading our Finance, Information Technology, and Strategy organizations. Individual performance highlights during 2023 included:
Quickly onboarded to the organization bringing additional rigor and focus in the financial planning processes and driving a multiyear strategic plan, balancing growth, margin accretion, and prudent capital allocation.
Successfully continued execution of the separation of systems, processes, and policies from GE following the Spin-Off.
Productively engaged with the investment community and stakeholders, setting clear expectations and building credibility with new and continuing stockholders.
2023 Target Pay Mix
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_stack_paymix_jayS.jpg
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_legend_black.jpg 
Base Salary
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_legend_purple.jpg 
Annual Bonus
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_legend_blue.jpg 
Annual LTI(1)
(1)    Annual LTI reflects target value as approved by the Compensation Committee.
2023 Pay Decisions
Date of Hire. Mr. Saccaro joined GE HealthCare on June 1, 2023.
Salary. Mr. Saccaro’s salary was set at $875,000 in 2023 and prorated for his time in the role.
Bonus. Mr. Saccaro’s bonus target was set at 100% of base salary in 2023. Mr. Saccaro’s 2023 actual bonus was $641,267, as described beginning on page 45 under “Annual Bonus Plan.”
Annual Equity Awards. Mr. Saccaro’s annual LTI target for 2023 was $3,800,000. In 2023, his annual LTI was granted in the form of approximately 50% PSUs, eligible for vesting in 2025 subject to meeting performance goals, and 25% Options and 25% RSUs, each eligible for vesting in three substantially equal installments on September 1, 2024, September 1, 2025, and September 1, 2026, in each case subject to continued employment through each vesting date.
Founders Grant. The Compensation Committee approved Mr. Saccaro’s Founders Grant at a target value of $1,900,000, awarded in the form of 75% Options and 25% RSUs, eligible for vesting over a three-year period, with 50% vesting on February 1, 2025 and 50% on February 1, 2026, subject to his continued employment through each vesting date.
Sign-on Awards. In connection with his hire on June 1, 2023, Mr. Saccaro received a cash sign-on bonus of $350,000, and the Compensation Committee approved a new-hire equity award in the form of RSUs with a target value of $3,500,000 in recognition of the value of long-term incentives he forfeited from his former employer, with 50% vesting on each of the first and second anniversary of the grant date, subject to his continued employment through each vesting date.
52
GE HEALTHCARE 2024 PROXY STATEMENT

Compensation
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-05_425778-1_img_compensation_kasshout_t.jpg
Taha Kass-Hout
Chief Science and Technology Officer
2023 Performance Highlights
As Chief Science and Technology Officer, Mr. Kass-Hout leads GE HealthCare’s Science and Technology organization. Individual performance highlights during 2023 included:
Enhanced the ambition and trajectory of our digital strategy, bringing a clear vision, inspiration, and focus on the prioritized use cases for accelerated development.
Recruited top-notch talent into leadership roles and throughout the organization, strengthening skill sets aligned with our long-term vision and strategy.
Established strong relationships with external partners, strengthening the profile of GE HealthCare as a digital leader and increasing our potential impact through collaboration with world-class technology organizations.
Relaunched enterprise-level research, technology, and care pathway strategic planning and portfolio management processes.
2023 Target Pay Mix
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_stack_paymix_houtT.jpg
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_legend_black.jpg 
Base Salary
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_legend_purple.jpg 
Annual Bonus
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_legend_blue.jpg 
Annual LTI(1)
(1)    Annual LTI reflects target value as approved by the Compensation Committee.
2023 Pay Decisions
Date of Hire. Mr. Kass-Hout joined GE HealthCare on January 3, 2023.
Salary. Mr. Kass-Hout’s salary was set at $900,000 in 2023 and prorated for his time in the role.
Bonus. Mr. Kass-Hout’s bonus target was set at 100% of base salary in 2023. Mr. Kass-Hout’s 2023 actual bonus was $1,174,777, as described beginning on page 45 under “Annual Bonus Plan.”
Annual Equity Awards. Mr. Kass-Hout’s annual LTI target for 2023 was $3,700,000. In 2023, his annual LTI was granted in the form of approximately 50% PSUs, eligible for vesting in 2025 subject to meeting performance goals, and 25% Options and 25% RSUs, each eligible for vesting over three and one-half years in three substantially equal installments on the 18-month, 30-month, and 42-month anniversary of the grant date, in each case subject to his continued employment through each vesting date.
Founders Grant. The Compensation Committee approved Mr. Kass-Hout’s Founders Grant at a target value of $1,850,000, awarded in the form of 75% Options and 25% RSUs, eligible for vesting over a three-year period, with 50% vesting on each of the second and third anniversary of the grant date, subject to his continued employment through each vesting date.
Sign-on Awards. In connection with his hire on January 3, 2023, Mr. Kass-Hout received a cash sign-on bonus of $2,500,000, and the Compensation Committee approved a new-hire equity award in the form of RSUs with a target value of $3,500,000 in recognition of the value of long-term incentives he forfeited from his former employer, with 50% vesting on each of the first and second anniversary of the grant date, subject to his continued employment through each vesting date.
GE HEALTHCARE 2024 PROXY STATEMENT
53

Compensation
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-img_jimenez_compensation.jpg
Frank Jimenez
General Counsel and Corporate Secretary
2023 Performance Highlights
As General Counsel and Corporate Secretary, Mr. Jimenez leads GE HealthCare’s Global Law and Policy organization. Individual performance highlights during 2023 included:
Successful year establishing and continuously improving corporate governance processes, policies, and systems.
Provided balanced, strategic, and responsible advice and counsel on all legal matters including mergers, acquisitions, separation plans, and complex geopolitical events.
Strong management and continued improvement of robust, contemporary, and highly-effective compliance programs, processes, and systems, to promote adherence to our high standards and expectations for patient safety, quality, ethics, and integrity.
2023 Target Pay Mix
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_stack_paymix_frankJ.jpg
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_legend_black.jpg 
Base Salary
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_legend_purple.jpg 
Annual Bonus
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_legend_blue.jpg 
Annual LTI(1)
(1)    Annual LTI reflects target value as approved by the Compensation Committee.
2023 Pay Decisions
Salary. Mr. Jimenez’s salary was increased from $850,000 to $875,000, effective January 1, 2023, in accordance with the terms of his offer letter when he joined GE in 2022.
Bonus. Mr. Jimenez’s bonus target was set at 100% of base salary in 2023. Mr. Jimenez’s 2023 actual bonus was $1,093,750, as described beginning on page 45 under “Annual Bonus Plan.”
Annual Equity Awards. Mr. Jimenez’s annual LTI target for 2023 was $3,500,000. In 2023, his annual LTI was granted in the form of approximately 50% PSUs, eligible for vesting in 2025 subject to meeting performance goals, and 25% Options and 25% RSUs, each eligible for vesting over three and one-half years in three substantially equal installments on the 18-month, 30-month, and 42-month anniversary of the grant date, in each case subject to his continued employment through each vesting date.
Founders Grant. The Compensation Committee approved Mr. Jimenez’s Founders Grant at a target value of $1,750,000, awarded in the form of 75% Options and 25% RSUs, eligible for vesting over a three-year period, with 50% vesting on each of the second and third anniversary of the grant date, subject to his continued employment through each vesting date.
54
GE HEALTHCARE 2024 PROXY STATEMENT

Compensation
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-05_425778-1_img_makela_compensation.jpg
Jan Makela
CEO, Imaging
2023 Performance Highlights
As Chief Executive Officer of our Imaging business, Mr. Makela leads an organization with approximately $10.6 billion of revenue in 2023. Individual performance highlights during 2023 included:
Strong business performance, delivering on expectations and successfully managing through market and geopolitical challenges.
Progressed the product portfolio through bolt-on acquisitions and successful R&D execution.
Advanced the strategy and positioned the business lines for continued growth and improved profitability.
2023 Target Pay Mix
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_stack_paymix_janM.jpg
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_legend_black.jpg 
Base Salary
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_legend_purple.jpg 
Annual Bonus
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_legend_blue.jpg 
Annual LTI(1)
(1)    Annual LTI reflects target value as approved by the Compensation Committee.
2023 Pay Decisions
Salary. Mr. Makela’s salary was increased from $622,000 to $659,320(1), effective February 1, 2023, based on market-based benchmarking data, performance, role, and responsibilities.
Bonus. Mr. Makela’s bonus target was set at 100% of base salary in 2023. Mr. Makela’s 2023 actual bonus was $718,659, as described beginning on page 45 under “Annual Bonus Plan.”
Annual Equity Awards. Mr. Makela’s annual LTI target for 2023 was $2,750,000. In 2023, his annual LTI was granted in the form of approximately 50% PSUs, eligible for vesting in 2025 subject to meeting performance goals, and 25% Options and 25% RSUs, each eligible for vesting over three and one-half years in three substantially equal installments on the 18-month, 30-month, and 42-month anniversary of the grant date, in each case subject to his continued employment through each vesting date.
Founders Grant. The Compensation Committee approved Mr. Makela’s Founders Grant at a target value of $1,375,000, awarded in the form of 75% Options and 25% RSUs, eligible for vesting over a three-year period, with 50% vesting on each of the second and third anniversary of the grant date, subject to his continued employment through each vesting date.
(1)Mr. Makela’s base salary was paid in British pounds and converted for purposes of this presentation at an exchange rate of $1.2440 per £1.00, the 2023 average noon buying rate certified for customs purposes by the U.S. Federal Reserve Bank of New York set forth in the H.10 statistical release of the Federal Reserve Board.
GE HEALTHCARE 2024 PROXY STATEMENT
55

Compensation
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-img_zodl_compensation.jpg
Helmut Zodl
Former Chief Financial Officer
2023 Performance Highlights
Effective June 1, 2023, Mr. Zodl transitioned from Chief Financial Officer to our Global Vice President, Special Projects and TSA Separation. After successful completion of certain transition services in connection with our Spin-Off, the Global Vice President, Special Projects and TSA Separation role was eliminated and Mr. Zodl’s employment was terminated without cause on August 31, 2023. See “Termination Payments and Potential Termination Payments” beginning on page 70 for information on Mr. Zodl’s forfeiture of equity awards and separation benefits Mr. Zodl received under the terms of the Executive Severance Plan. Individual performance highlights during 2023 included:
Productive engagement with investors and key stakeholders in year one following the Spin-Off.
Established and oversaw the initial operating plan, core financial processes, and management systems for the Company.
Successful execution in planning, monitoring, and reporting financial results through mid- year in 2023.
Successful completion of certain transition services in connection with our Spin-Off.
2023 Target Pay Mix
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_stack_paymix_helmutZ.jpg
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_legend_black.jpg 
Base Salary
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_legend_purple.jpg 
Annual Bonus
https://cdn.kscope.io/1039cea5ec5a856dbfa6ef3bab7eb7c0-03_425778-1_legend_blue.jpg 
Annual LTI(1)
(1)    Annual LTI reflects target value as approved by the Compensation Committee.
2023 Pay Decisions
Salary. Mr. Zodl’s salary was set at $750,000 in 2023.
Bonus. Mr. Zodl’s bonus target was set at 100% of base salary in 2023. Mr. Zodl’s 2023 actual bonus was $624,144, as described beginning on page 45 under “Annual Bonus Plan.”
Annual Equity Awards. Mr. Zodl’s annual LTI target for 2023 had a grant date fair value of $3,000,000. In 2023, his annual LTI was granted in the form of approximately 50% PSUs, eligible for vesting in 2025 subject to meeting performance goals, and 25% Options and 25% RSUs, each eligible for vesting over three and one-half years in three substantially equal installments on the 18-month, 30-month, and 42-month anniversary of the grant date, in each case subject to his continued employment through each vesting date.
Founders Grant. The Compensation Committee approved Mr. Zodl’s Founders Grant at a target value of $1,500,000, awarded in the form of 75% Options and 25% RSUs, eligible for vesting over a three-year period, with 50% vesting on each of the second and third anniversary of the grant date, subject to his continued employment through each vesting date.
Other Compensation Elements
Retirement and Other Benefits
Our NEOs generally participate in the broad-based retirement and other benefits provided to our employees. For additional detail, see “Compensation Tables” and narrative disclosures beginning on page 60.
56
GE HEALTHCARE 2024 PROXY STATEMENT

Compensation
Other Executive Benefits and Perquisites
We provide Executives, including our NEOs, with a limited number of executive benefits and perquisites, which are designed to be competitive with market practices and contribute to attraction and retention. To promote health and general well-being, we provide reimbursements of up to $7,500 for comprehensive executive physicals. We also provide a financial planning benefit that reimburses up to $15,000 per year for financial and tax services. The financial planning benefit is intended to provide participants with professional support to manage complex financial planning matters while enabling them to focus on their role with the Company. For our CEO, in 2023 the Compensation Committee approved an annual travel allowance of up to $175,000. Any amount above the allowance is required to be reimbursed to the Company based on the aggregate incremental cost of such usage.
Employment Arrangements
Offer Letters for Recently Hired NEOs. In hiring new executive talent from outside GE HealthCare, we have extended offer letters. In 2023, we extended offer letters to Messrs. Saccaro and Kass-Hout in connection with the commencement of their employment.
Pursuant to Mr. Saccaro’s offer letter, his annual compensation package consists of an annual salary of $875,000, an annual bonus target of 100% of his salary, and a target annual award under the LTI Program of $3.8 million beginning with the annual 2023 grant (awarded in the form of 50% PSUs, 25% Options, and 25% RSUs). The offer letter also provides for a one-time Founders Grant of $1.9 million (awarded in the form of 75% Options and 25% RSUs), a one-time make-whole RSU award of $3.5 million in recognition of the value of long-term incentives he forfeited from his former employer with 50% vesting on each of the first and second anniversary of the grant date, and a one-time cash sign-on award of $350,000.
Pursuant to Mr. Kass-Hout’s offer letter, his annual compensation package consists of an annual salary of $900,000, an annual bonus target of 100% of his salary, and a target annual award under the LTI Program of $3.7 million beginning with the annual 2023 grant (awarded in the form of 50% PSUs, 25% Options, and 25% RSUs). The offer letter also provides for a one-time Founders Grant of $1.85 million (awarded in the form of 75% Options and 25% RSUs), a one-time make-whole RSU award of $3.5 million in recognition of the value of long-term incentives he forfeited from his former employer with 50% vesting on each of the first and second anniversary of the grant date, and a one-time cash sign-on award of $2.5 million.
In connection with both executive offers, the Compensation Committee concluded that to attract top executive talent, one-time make-whole equity awards were appropriate in consideration of the value of equity forfeited at a prior employer. With regard to the one-time cash awards, the amounts Messrs. Saccaro and Kass-Hout received are repayable in full if they voluntarily leave or are terminated for cause, within the one- and two-year anniversaries of their start dates, respectively.
Employment Agreement with Mr. Makela. Mr. Makela has an employment agreement. Consistent with local law, the terms of the employment agreement provide for a base salary of £530,000 per year with a target annual bonus equal to 100% of base salary, certain pension benefits described below, an annual equity grant (which may consist of Options, RSUs, PSUs, or a combination thereof without specifying the targets or amounts or value), an executive medical program, a monthly car allowance, and flexible benefits and holidays provided to U.K. employees. The terms of Mr. Makela’s employment agreement do not otherwise affect the nature and amount of compensation and benefits Mr. Makela could potentially receive upon a future termination beyond benefits generally provided to salaried employees employed by GE HealthCare in the U.K.
Severance and Change in Control Arrangements
GE HealthCare US Severance and Change in Control Plan for CEO and Leadership Team. In order to standardize the severance payments available to our Executives, in March 2023 the Compensation Committee adopted the GE HealthCare US Severance and Change in Control Plan for CEO and Leadership Team (“Executive Severance Plan”). All of the NEOs, other than Mr. Makela who is not eligible under the Executive Severance Plan as he is not working in the U.S., participate in the Executive Severance Plan. However, it is the intent of the Compensation Committee that Executives who are not working in the U.S. would be eligible for the better of the benefits they would be eligible for under the Executive Severance Plan if they were working in the U.S., and the benefits they are eligible for under local law.
In the event of a qualifying termination of employment, the Executive Severance Plan provides for a lump sum cash severance payment equal to the sum of base salary and target annual bonus multiplied by 2.0 for the CEO and multiplied by 1.0 for other participating Leadership Team members. In addition, benefits continuation and outplacement services would be provided for 24 months for the CEO and 12 months for Leadership Team members.
GE HEALTHCARE 2024 PROXY STATEMENT
57

Compensation
Under the Executive Severance Plan, the following terms have the meanings set forth below:
A qualifying termination under the Executive Severance Plan occurs when the Executive Severance Plan administrator determines in its sole discretion that one of the following events has occurred:
(a)The participant’s position has been eliminated (and not replaced);
(b)The participant’s employment has been terminated without “cause;” or
(c)The participant terminates their employment for “good reason.”
A qualifying termination also occurs if within 24 months of a change in control, as defined in the Executive Severance Plan, the participant’s employment is terminated due to a position elimination, by the employer without “cause,” or by the participant for “good reason.”
If a participant experiences a qualifying termination of employment within two years following a change in control of the Company, the Executive Severance Plan provides for a lump sum cash severance benefit to the CEO equal to 36 months of base salary, plus 2.99 times the CEO’s target annual bonus. For Leadership Team members, the lump sum cash severance benefit is equal to 24 months of base salary, plus two times the Leadership Team members’ target annual bonus. In addition, benefits continuation and outplacement services are provided for 36 months for the CEO and for 24 months for Leadership Team members.
The Executive Severance Plan does not vary the terms of equity awards, and all outstanding equity awards will be treated as provided under the terms of the applicable plans and equity award agreements in the event of a qualifying termination. The Plan does not vary how a pro-rata bonus, if any, will be calculated or paid under the Bonus Plan for the year in which a qualifying termination occurs.
Any payment of benefits under the Executive Severance Plan is subject to the execution of a release and waiver of claims acceptable to the Company, including, where legally permissible, non-competition, non-solicitation, and non-disparagement obligations.
Other Executive Compensation Policies and Practices
Many of our executive compensation policies and practices are included in the Governance Principles adopted by our Board. Specifically, our NEOs and other executives are subject to rigorous stock ownership requirements and are precluded from hedging and pledging. The Compensation Committee receives regular updates on the current stock ownership of our NEOs and other executives under the Compensation Committee’s purview. All of our NEOs are in compliance with our stock ownership guidelines.
In October 2023, our Board restated our Clawback Policy to meet listing standard requirements while retaining our ability to clawback and recoup performance-based or incentive compensation under certain circumstances, including for misconduct outside the context of a financial restatement.
See “Key Areas of Board Oversight” beginning on page 21 for additional details on these policies and practices, including:
Rigorous stock ownership requirements
No hedging or pledging
Clawback Policy
Compensation Risk Assessment. The Compensation Committee oversees an annual risk assessment of GE HealthCare’s compensation policies and practices. For 2023, the assessment was led by Semler Brossy, the Compensation Committee’s independent compensation consultant, with review and input from management. Based on results of the assessment, the Compensation Committee concluded that GE HealthCare’s compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.
58
GE HEALTHCARE 2024 PROXY STATEMENT

Compensation
Compensation Committee Report
The Talent, Culture, and Compensation Committee has reviewed the Compensation Discussion and Analysis (pages 40 through 58) and discussed that analysis with management. Based on its review and discussions with management, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in the 2023 Form 10-K and this proxy statement. This report is provided by the following independent directors, who comprise the committee:
Lloyd W. Howell, Jr.
Tomislav Mihaljevic
William J. Stromberg
Phoebe L. Yang
GE HEALTHCARE 2024 PROXY STATEMENT
59

Compensation
Compensation Tables
Summary Compensation Table
The following table summarizes the total compensation earned by each of our NEOs for the fiscal years ended December 31 as presented below. Messrs. Arduini, Saccaro, Kass-Hout, and Jimenez were not NEOs for fiscal 2021 and Messrs. Saccaro and Kass-Hout were not NEOs for fiscal 2022. As discussed in this proxy statement, we became an independent public company effective January 3, 2023. The information provided below includes compensation earned by our NEOs for services provided to GE and us prior to the Spin-Off. The following table reflects the adjusted pre-Spin-Off stock awards and Options granted by GE to our NEOs during the fiscal years presented below and the post-Spin-Off equity awards granted by GE HealthCare to our NEOs. The value of our pre-Spin-Off stock awards reflect the post-Spin-Off conversion ratio, which was equal to the closing share price of GE immediately prior to the Spin-Off on January 3, 2023, divided by the volume weighted average share price of GE HealthCare’s stock on the first trading day following the Spin-Off, January 4, 2023, which resulted in an equity conversion ratio of 1.412087. No conversion was required for awards granted in 2023 as they were granted post-Spin-Off.
Name &
Principal
Position
Year
Salary
 ($)
Bonus(1)
($)
Stock
Awards(2)(3)
($)
Stock
Options(4)
($)
Non-Equity
Incentive Plan
Compensation(5)
($)
Change In
Pension
Value(6)
($)
All Other
Compensation(7)
($)
Total
($)
Peter J. Arduini
President and CEO
2023
1,246,006 12,705,850 7,468,736 2,460,938 46,043 583,374 24,510,947 
2022
1,250,000 6,135,961 2,099,996 890,625 120,520 10,497,102 
James Saccaro
VP and CFO
2023
493,131 350,000 7,077,520 2,374,970 641,267 34,519 10,971,407 
Taha Kass-Hout
Chief Science and Technology Officer
2023
876,421 2,500,000 6,951,138 2,312,454 1,174,777 57,174 13,871,964 
Frank R. Jimenez
General Counsel and Corporate
Secretary
2023
871,629 3,264,661 2,187,479 1,093,750 92,638 7,510,157 
2022728,571 5,162,431 458,483 664,485 7,013,970 
Jan Makela
CEO, Imaging
2023
656,210 
(8)
2,565,096 1,718,728 718,659 
(8)
192,105 
(8)
5,850,798 
2022
618,561 1,853,999 321,652 181,856 2,976,068 
2021
688,188 666,166 2,729,463 1,875,000 774,038 16,517 6,749,372 
Helmut Zodl
Former CFO
2023
514,696 2,798,262 1,874,980 624,144 1,616,284 7,428,366 
2022750,000 1,483,209 491,625 97,301 2,822,135 
2021687,500 1,812,500 3,150,427 169,881 5,820,308 
(1)For Mr. Saccaro and Mr. Kass-Hout, the amounts reflect one-time cash sign-on bonuses of $350,000 and $2,500,000, respectively, pursuant to their offer letters.
(2)Represents the aggregate grant date fair value of PSU and RSU awards pursuant to FASB ASC Topic 718, Compensation – Stock Awards. The value is reflective of the amount the Company expects to expense for accounting purposes over the awards’ vesting schedules and does not correspond to the actual values that NEOs will realize from the award. For 2023, RSU awards include annual RSUs awarded pursuant to the 2023 LTI Program, one-time new-hire RSU awards for Messrs. Saccaro and Kass-Hout in connection with their hires, and one-time Founders Grants that each NEO received in connection with the Spin-Off, partially in the form of RSUs. For 2023, PSU awards include annual PSUs awarded pursuant to the 2023 LTI Program and the 2023 tranche of Mr. Arduini’s 2022 New-Hire PSU award granted by GE in 2022 prior to our Spin-Off. The aggregate grant date fair value of the PSU awards is calculated based on the most probable outcome of the performance conditions as of the grant date. The aggregate grant date fair value of these 2023 awards assuming maximum performance would be as follows: Mr. Arduini ($13,247,126 for his 2023 PSUs and $2,420,430 for the 2023 tranche of Mr. Arduini’s 2022 New-Hire PSU award), Mr. Saccaro ($4,305,134), Mr. Kass-Hout ($4,127,473), Mr. Jimenez ($3,904,366), Mr. Makela ($3,067,717), and Mr. Zodl ($3,346,600). For information on the assumptions used in valuing a particular year’s grant, see Note 16 on Share-Based Compensation in our 2023 Form 10-K.
60
GE HEALTHCARE 2024 PROXY STATEMENT

Compensation
(3)The following table discloses the grant date fair value of each award granted in 2023 to the applicable NEO: