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AGM 2025

May 14, 2025

Operator

Good morning, and welcome to GE Vernova's 2025 Annual Meeting of Stockholders. We do not expect any technical difficulties today. However, in the event we lose audio or webcast connection, please wait in the meeting site until we are able to resolve or provide an update. Please refer to the GE Vernova Investor Relations website at www.gevernova.com/investors/annual-meeting for updates. The polls for GE Vernova's 2025 Annual Meeting of Stockholders are now open. To vote, click on the "Vote Here" button at the bottom right corner of the webcast screen. If you have not yet voted your shares, you may do so now and do not need to wait until the balloting portion of the meeting. The polls will remain open until the conclusion of the balloting portion of the meeting. With that, I will now turn it over to GE Vernova to begin the meeting.

Optimism isn't sunshine and rainbows. It's fixing things. Changing things. Changing the way we fix things. Rose-tinted glasses? No. Safety goggles. Rolled-up sleeves. Banging on walls. Breaking through. Growing power to meet growing needs. Working to run the world on smarter energy every day. Taking power where the grid's never been. Then getting up and doing it again. Because if optimism never stops, then change can't either. GE Vernova, the energy of change.

Rachel Gonzalez
General Counsel and Corporate Secretary, GE Vernova

Thank you to all our stockholders and guests for joining us today at our inaugural Annual Stockholders' Meeting. I am Rachel Gonzalez, and I'm honored to serve as GE Vernova's General Counsel and Corporate Secretary. Before we begin, I'd like to note that during the meeting today, we may make forward-looking statements about our expectations or predictions about the future. Because these statements are based on current assumptions and factors that involve risks and uncertainties, GE Vernova's actual performance and results may differ materially from what is said here today. Please refer to our 2024 Annual Report on Form 10-K, our first quarter Form 10-Q, and other filings the company makes with the SEC for a detailed discussion of the principal risks and uncertainties that could cause these differences. Now, I'd like to welcome Steve Angel, our Chair, to get us started. Steve?

Steve Angel
Chair, GE Vernova

On behalf of the Board of Directors, I am pleased to welcome you, our valued stockholders, to the inaugural GE Vernova 2025 Annual Meeting of Stockholders, a significant milestone for our company. As your Chair, my focus, alongside the entire Board, is on establishing robust corporate governance, providing effective oversight of management, and ensuring the company's strategy is aligned with long-term sustainable value creation for all of you. This first stockholders' meeting is a fundamental aspect of our corporate governance. This meeting is an opportunity for us to report on our 2024 progress and for you to exercise your important voting rights on the matters detailed in our 2025 Proxy Statement. We deeply appreciate your investment and confidence in GE Vernova and look forward to a productive first annual meeting. The agenda for today's meeting is shown on the screen and is also available for download from the meeting website.

The rules of conduct for this meeting, the GE Vernova Proxy Statement, and our annual report are also available for download from the bottom of the screen for the webcast. Our rules of conduct are designed to ensure that we have a fair and orderly meeting. We'll start by inviting our CEO, Scott Strazik, to provide some commentary on our business. Following Scott's remarks, we will move on to the formal portion of the meeting, including voting on the management proposals that are set forth in the Proxy Statement that was distributed to stockholders and that is also available on the meeting website. As a reminder, polls are currently open for voting and will remain open until the conclusion of balloting. Prior to the conclusion of balloting, we will take some stockholder questions in accordance with the meeting rules of conduct.

Questions can be submitted in writing in the lower left-hand corner of the webcast screen. With that, I'd like to go ahead and start the official business for the meeting by introducing my colleagues on the Board of Directors. We have all our board members on the line today. Our directors are: Nicholas Akins, former Chair and CEO, American Electric Power Company. Nick is Chair of our Nominating and Governance Committee. Arnold Donald, former President and Chief Executive Officer, Carnival Corporation. Arnold is Chair of our Compensation and Human Capital Committee. Matthew Harris, a founding partner of Global Infrastructure Partners. Martina Flöel, former Chief Financial Officer, Mastercard Incorporated. Martina is Chair of our Audit Committee. Jesus Malave, former Chief Financial Officer, Lockheed Martin. Paula Rosput Reynolds, President and CEO, Prefer West. Paula is Chair of our Safety and Sustainability Committee.

Kim Rucker, former Executive Vice President, General Counsel, and Secretary, Endeavor. I'll now hand it over to Scott to provide commentary on the substantial progress we have made in our business. Scott.

Scott Strazik
CEO, GE Vernova

Thank you, Steve. Good morning, everyone, and welcome to GE Vernova's 2025 Annual Meeting of Stockholders. We are a purpose-built company set up to electrify and decarbonize the world. We are pleased you could be with us today and appreciate your continued support and engagement. I'd like to start today by spending a moment on safety, which always comes first at GE Vernova. In 2024, we made progress every day on improving safety through our lifesaving rules, but know there is more we can do and strive for continuous improvement in our safety culture to achieve a fatality-free operation. For example, in mid-February this year, we held our CEO Kaizen Week with over 120 kaizens across 13 countries, ultimately identifying more than 500 safety improvements in total. We will continue our focus on safety and the lifesaving rules in 2025.

This is a part of our broader lean operating system, where Lean remains core to how we operate as we maintain an intense focus on improving safety, quality, delivery, and cost, a focus we are embedding throughout GE Vernova that will benefit all stakeholders. Now, turning to the broader business, I want to take a moment and reflect on the strong foundation we built in 2024 and our progress in these first few months of 2025. We successfully completed our spinoff from General Electric and officially launched as GE Vernova, ringing the bell at the New York Stock Exchange on April 2, 2024. We are proud of our progress and milestones we achieved in 2024 as we delivered strong financial and operating results. We are in the early days of an investment supercycle in the electric power sector.

This era of accelerated electrification is driven by manufacturing growth, industrial electrification, EVs, and emerging data center needs, which is driving a need for investment in reliable baseload power, grid modernization, and decarbonization, all of which is creating higher levels of demand for our equipment and services. Our progress in 2024 demonstrates the critical role we play in serving electricity infrastructure markets as we created a strong foundation for stockholders. We booked $44 billion of orders with $35 billion in revenue, delivered EBITDA margin expansion across all segments, and generated more than a billion-dollar improvement in free cash flow. We grew our backlog to $119 billion, and over the last two years, we've added more than $6 billion of margin to our equipment backlog through better pricing and more disciplined underwriting as this equipment backlog grew over 50% to $43 billion.

Additionally, we nearly doubled our cash balance to over $8 billion since the spin from a combination of strong free cash generation and capitalizing on value creation opportunities. Our improvement stems from the culture we are building inside GE Vernova as we accelerate our Lean progress across the company and improve our own efficiency. While our end markets remain strong, we are not immune to the complexity at play given the current outline of tariffs and resulting inflation. Today's dynamic environment is an opportunity for GE Vernova to differentiate itself as a great industrial company. In December, we raised our multi-year financial outlook, our Buy 2028 outlook, and framed our capitalization strategy. This included a shareholder return program with a $6 billion buyback authorization and an initial dividend. We have already begun executing this strategy, returning $1.5 billion of capital to shareholders through mid-April, as we discussed recently.

We are pleased with our performance in our first year as an independent company and our strong start to 2025 as we help our customers electrify and decarbonize the world. Market dynamics continue to drive strong demand that will lead to multi-decade growth for GE Vernova and create value for stockholders. The energy transition is a growing, exciting market, and I have increased conviction that GE Vernova is well-positioned to lead the way forward on this journey. With that, I will hand it to Steve to walk us through the formal part of the meeting.

Steve Angel
Chair, GE Vernova

Thank you, Scott. Now, let's proceed with a formal portion of our annual meeting of stockholders. We've received an affidavit signed by Broadridge Financial Solutions, our mailing agent. That notice of this meeting, along with related proxy and annual report materials, was mailed or made available on March 28, 2025, to GE Vernova stockholders of record as of March 21, 2025, the record date for this annual meeting. This meeting is duly called with timely and proper notice. In addition, based on the information provided by Broadridge, a quorum of stockholders is present to conduct our meeting today. We have received proxies representing a majority of the outstanding shares eligible to vote, and the designated management proxies have voted those shares in accordance with stockholder wishes. The polls are now open for those who have not yet voted, and it will close after the presentation of voting matters and Q&A.

If you previously voted via the internet, the phone, or mail, you do not have to take any additional action. If you voted previously and you wish to change your vote, please do so before the closing of the polls using the voting buttons on the portal. Our Board of Directors has appointed Mr. Louis Larson as the independent inspector of elections to tabulate the vote. The first order of business is the election of the Class 1 directors as nominated by the board. The nominees are as follows: Steve Angel, Arnold Donald, and Jesus Malave. The board recommends a vote for these nominees. The second item of business is an advisory vote to approve the compensation of our named executive officers.

We have provided information about GE Vernova's compensation philosophy, key compensation program elements, and 2024 compensation actions for named executives in the executive compensation section of the Proxy Statement, beginning on page 42. The board recommends a vote for this proposal. The third item of business is an advisory vote on the frequency of future advisory votes on executive compensation, known as say-on-pay votes. The board recommends an annual say-on-pay vote. The fourth item of business is the ratification of the appointment of Deloitte & Touche, LLP, as the company's independent auditor for the current fiscal year ending December 31, 2025. We have with us today Paul Rogers, Deloitte's lead audit partner for the GE Vernova audit, and Michelle Silva, also of Deloitte. The board recommends a vote for this proposal. Polls will remain open, and we'll now turn to agenda item number three.

We'll answer some stockholder questions that were submitted in accordance with the rules of conduct. As we noted earlier, we solicited questions from stockholders in advance of the meeting, and many of you responded. We are also receiving questions live during today's meeting, which we will address if time permits. Rachel, we will read the questions for Scott and myself to answer, and we will address as many as we have time for this morning.

Rachel Gonzalez
General Counsel and Corporate Secretary, GE Vernova

Our first question is from stockholder Brian Lawrence. Brian asked, "Given the company's stock price and earnings, when is GE Vernova going to raise the dividend?" Scott, you want to take that?

Scott Strazik
CEO, GE Vernova

Thank you, Brian. Back in December, we framed our disciplined capital allocation strategy, which included returning at least one-third of cash generation to stockholders. As part of this strategy, the GE Vernova Board of Directors declared an initial $0.25 per share quarterly dividend and approved a $6 billion share repurchase authorization. As our EBITDA and free cash flow grow, we expect the dividend to increase over time. We also expect to continue executing our share repurchase authorization opportunistically and to offset dilution. For context, we ended 2024 with more than $8 billion in cash, and we expect to generate at least $14 billion of cumulative free cash flow from 2025 through 2028. That is after we invest $9 billion in planned R&D and CapEx over that timeframe to position this company to lead in the energy transition for the long term.

We are well-positioned to play offense while returning capital to stockholders.

Rachel Gonzalez
General Counsel and Corporate Secretary, GE Vernova

Our next question is from stockholder Timothy Truella, who asked about the company's response to the recently imposed tariffs. Scott?

Scott Strazik
CEO, GE Vernova

Thank you for the question, Timothy. As you know, no CEO likes to see their costs go up. At our Q1 2025 earnings call, we reaffirmed our 2025 guide, which included the impact of tariffs and resulting inflation that is estimated to be approximately $300 million-$400 million net of mitigating actions. While the tariff landscape continues to evolve, it is our responsibility to navigate this dynamic environment and work to mitigate cost pressures, looking at pricing actions, existing contractual provisions, and also disciplined supply chain management. We're also accelerating our G&A cost ad actions and will continue to act with urgency on further mitigation steps. These actions present an opportunity for GE Vernova to differentiate itself as a great industrial company by creating an even stronger and durable supply chain and workforce and coming out on the other side of this, a better company.

Rachel Gonzalez
General Counsel and Corporate Secretary, GE Vernova

Thank you, Scott. We also received a question from stockholder Ashley McCrary regarding GE Vernova's response to tariffs, which you did just address, as well as the company's response to the current administration's policies and how they will affect stockholders. Scott?

Scott Strazik
CEO, GE Vernova

Thank you, Ashley. The world needs energy, and we've heard that from this administration. With respect to this administration's policies, GE Vernova is uniquely positioned to support America's energy strategy with a focus on U.S. competitiveness and innovation, U.S. jobs and manufacturing, as well as U.S. energy security. We are also aligned with the administration's focus on dispatchable energy, which is why we have so much conviction on the growth ahead for our gas power business and our nuclear power business in the form of small modular reactors, or SMRs. Ultimately, GE Vernova and the administration have shared goals to drive American manufacturing, create a reliable, affordable, and secure electricity system, and to expand domestic technological innovation. We announced a $600 million investment with 1,500 new jobs in the U.S., and we don't plan to stop there.

We think executing and delivering our equipment and services in fulfillment of America's energy strategy will benefit GE Vernova's shareholders.

Rachel Gonzalez
General Counsel and Corporate Secretary, GE Vernova

Thanks, Scott. Now, we've received two stockholder questions about the candidates for GE Vernova's Board of Directors, to which I believe Steve may want to respond. The first is a question from Elizabeth Feniger regarding the absence of female board candidates up for election this year. The second question is from Greg Boren, who asked about the experience of the nominees to the board, specifically with respect to nuclear power. Steve?

Steve Angel
Chair, GE Vernova

Thank you, Elizabeth and Greg, for the questions. First, I wanted to address an aspect of both questions relating to the candidates up for election at this meeting. Although GE Vernova's Board of Directors has nine members, due to our classified board structure, today our stockholders have only been asked to re-elect three of them: myself, Arnold Donald, and Jesus Malave. Our board will become fully declassified, and all directors will be up for re-election at our 2029 annual stockholder meeting, as described in detail in our Proxy Statement. With respect to Elizabeth's question about women on our board, of the nine directors on our board, three are women. Our board members bring a strong mix of energy domain expertise, exceptional leadership experience, and varied perspectives to help GE Vernova lead the energy transition.

While three male directors are nominated for purposes of today's meeting, the remaining six, including the three female board members, are slated to serve multi-year terms before their re-election. We look forward to the continued contributions of all of our outstanding board members who collectively have over a century of experience in the energy sector. With respect to Greg's question about our candidates with nuclear power experience, I note that several of our directors have extensive experience as executives and as directors at prominent electrical utility companies that deliver nuclear power. For example, Nicholas Akins spent over 15 years in executive roles overseeing nuclear generation, including a decade as Chair and CEO at American Electric Power Company, and also sits on the nuclear committee of the board of DTE Energy Company.

In her career, Paula Reynolds has served as an executive in the energy sector, including as CEO of Duke Energy Power Services and as director for what is now TC Energy Corporation in Canada, and she is currently the chair of National Grid plc. These companies all operate within the nuclear power space, whether through investment in nuclear technology, ownership and operation of nuclear power plants, or transmission of electricity generated by nuclear facilities. In addition, we endeavor to have diverse viewpoints on our board that represent a range of executive experience in business, finance, technology, and deep domain and functional expertise in areas that are relevant to the company's global activities, as well as various demographic attributes. There is more information about the demographics and expertise of the board in the Proxy Statement.

We believe our board is uniquely equipped to enable GE Vernova to achieve its mission to electrify and decarbonize the world as an independent company.

Rachel Gonzalez
General Counsel and Corporate Secretary, GE Vernova

Thank you, Steve. Ladies and gentlemen, that is all the time that we have for today for Q&A. If there were any questions received on topics that we have not addressed and which comply with the rules of conduct for this meeting, we will post responses to these questions on our investor relations website as described in the rules of conduct. In accordance with our bylaws, I hereby declare the polls for voting at our 2025 annual meeting closed. That concludes the balloting portion of the meeting for the matters to be voted on, as outlined in the notice of annual meeting. Ladies and gentlemen, I have received the preliminary tabulation from Broadridge, and based on that tabulation, I report that all the director nominees were elected. The advisory vote on our named executive officer compensation was approved.

The advisory vote on the frequency of say-on-pay votes was approved for annual voting. The appointment of Deloitte & Touche, LLP, as our independent auditor for the fiscal year ending December 31, 2025, has been ratified. The final voting results of today's meeting will be reported on a Form 8-K filed with the Securities and Exchange Commission within four business days of this meeting. The board will carefully consider the results of all stockholder voting and the feedback and varied perspectives of our stockholders as it makes future decisions. That concludes the formal business of the meeting, and I now declare the 2025 annual meeting of stockholders adjourned. Steve?

Steve Angel
Chair, GE Vernova

Thank you to everybody who submitted questions and for everyone else listening in who joined us today. The management team and the board remain dedicated to working to protect and grow your investment in GE Vernova, and we certainly thank you for your confidence in us. We look forward to engaging with you in the months and years ahead, and with that, we will conclude our first annual meeting. Operator.

Operator

Meeting has now concluded. Thank you for joining and have a pleasant day.

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