The team rolling out the Pension Freeze is receiving a lot of pushback regarding why Immelt and the other responsible officers are not having any of their compensation clawed back. In response to these legitimate questions, this team has been pushing the "company line" that clawback is only an option if any illegal activity was found. This is not true.
The clawback policy is publicly available in the proxy statements filed annually with the SEC. (https://www.sec.gov/Archives/edgar/data/40545/000120677419000903/ge_courtesy-pdf.pdf)
“Clawbacks and Other Remedies for Potential Misconduct. The Board may seek reimbursement from an executive officer if it determines that the officer engaged in conduct that was detrimental to the company and resulted in a material inaccuracy in either our financial statements or in performance metrics that affected the officer’s compensation. If the Board determines that the officer engaged in fraudulent misconduct, it must seek such reimbursement.” (pg.51)
Basically, if fraud is found, the board MUST seek reimbursement. But if the financial statements and metrics are found to be inaccurate, the board still MAY pursue reimbursement even without evidence of illegal conduct.
In this case, the GE Board is making a deliberate choice not to act, despite having the option available. They elected to layoff thousands and decimate employee pensions rather than try to recover hundreds of millions paid to disastrous executives who were richly awarded based on tainted metrics.
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