GE Vernova Inc.
08/27/2026 | Press release | Distributed by Public on 08/27/2026 14:20
Management Change/Compensation (Form 8-K)
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 25, 2026, Kenneth Parks, Chief Financial Officer of GE Vernova Inc. (the "Company"), has decided to retire on April 2, 2027 (the "Retirement Date"). From the six months preceding the Company's spin-off through the present day, Mr. Parks' insight and guidance have been invaluable at critical moments in GE Vernova's success, and he has been a trusted partner to Chief Executive Officer Scott Strazik and a vital resource to the Board of Directors and the Company's businesses. From January 1 to the Retirement Date, he will serve as strategic advisor to Mr. Strazik, and the Company wishes him the best in retirement.
Effective January 1, 2027, Claire McDonough will become Chief Financial Officer of GE Vernova, succeeding Mr. Parks. She will join the Company as strategic advisor to Mr. Strazik on November 1, 2026, ahead of that appointment.
Ms. McDonough, age 45, has served as Chief Financial Officer of Rivian Automotive, Inc., an electric vehicle manufacturer, since January 2021. Prior to Rivian, Ms. McDonough served in various roles at J.P. Morgan and Fairway Market. She has served on the board of directors of AutoZone, Inc. since April 2025. Ms. McDonough was not selected as an officer pursuant to any arrangement or understanding, has no family relationship with any Company director or executive officer, and is not party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.
In connection with her appointment, the Company entered into an offer letter, dated August 25, 2026 (the "Offer Letter"), providing for base salary of $1,000,000, a target Annual Incentive Plan opportunity of 100% of base salary (prorated for 2026), and a 2024 Long-Term Incentive Plan (the "LTIP") equity award with a target grant value of $5,225,000, expected in 2027. The Offer Letter also provides make-whole awards for compensation forfeited on leaving her current employer: a one-time LTIP award valued at $14,500,000 (50% RSUs, 50% PSUs), with RSUs vesting over three years (33%, 33% and 34%) and PSUs vesting after three years, both accelerating on a termination without Cause (as defined in the Offer Letter); and a $5,000,000 cash sign-on payment, repayable in full if she resigns within 12 months or engages in conduct constituting Cause.
In connection with Mr. Parks' retirement, the Company and Mr. Parks entered into a Resignation Agreement, dated August 25, 2026 (the "Resignation Agreement"), providing for continued salary and benefits through the Retirement Date, eligibility for a 2026 annual incentive bonus and a prorated 2027 bonus at target performance (payable within 60 days after the Retirement Date), and forfeiture of unvested equity awards as of the Retirement Date.
The foregoing summaries are qualified in their entirety by the full text of the agreements, which will be filed as exhibits to the Company's Form 10-Q for the quarter ending September 30, 2026, and are incorporated by reference into this Item 5.02.
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