Exhibit 10.2
Scott Strazik
Chief Executive Officer
GE Vernova Inc.
To: Claire McDonough
August 25th, 2026
Dear Claire,
We are pleased to offer you the position of Strategic Advisor to the CEO in GE Vernova Inc. (the “Company”),
effective as of November 1, 2026 (your “start date”). Effective January 1, 2027 – and subject to approval by
the Company’s Board of Directors – you will be appointed as Chief Financial Officer in the Company. This
position will be based in Cambridge, MA and will report to me directly. A summary of the key aspects of our
offer are noted below:
| Salary: | $1,000,000 (US dollars) paid bi-weekly – using 52.1667 weeks/year. |
| Annual Incentive Plan(“AIP”): | You are eligible to participate in our discretionary AIP, subject to the terms ofthe plan as in place from time to time. For 2026, your AIP Individual Target (asdefined in the AIP) will be 100% of your base salary. Payments are made inthe Company’s discretion and are typically based on business performanceand individual performance, in each case including risk management andcompliance. For the performance year 2026, any bonus you receive will beproratedbased on your start date. |
| Annual Long-TermIncentive Grant:New Hire Equity Grant: | The target grant value of your next annual equity award is expected to be$5,225,000 (US dollars). This award is expected to be granted in 2027 under,and subject to the terms of, the Company’s 2024 Long-Term Incentive Plan(“LTIP”). LTIP awards are typically granted in March each year, with the awardtype and terms determined by and subject to the approval of theCompensation and Human Capital Committee of the Company’s Board ofDirectors (the “Committee”).Subject to the approval of the Committee, and provided that you remainemployed on the date of grant, we will grant you with a special new hireequity grant in the form of restricted stock units (“RSUs”) under, and subjectto the terms of, the LTIP and an award agreement thereunder, with a grantdate value of $14,500,000 (US dollars). The award will be delivered in 50%RSUs ($7,250,000 US dollars) and 50% PSUs ($7,250,000 US Dollars) and willbe granted as soon as practicable after your start date. The RSUs vest 33% onthe 1-year anniversary of the grant date, 33% on the 2ndyear anniversary ofthe grant date and 34% on the 3rdyear anniversary of the grant date, subjectto continued employment. The PSUs will cliff vest in 3 years, after the 2026 –2028 performance period, subject to approval by the CHCC and continuedemployment. The performance conditions will mirror the GEV 2026-2028 PSUgrant. The vesting of the RSUs & PSUs will accelerate if you are terminated bythe Company without Cause (as defined below), on the terms and subject tothe conditions of the LTIP and the award agreement. |
| Cash Sign-on Payment: | We will provide you with a special cash payment of $5,000,000 (US-Dollars)paid within 30 days after your start date. This payment is subject to a 12-month clawback provision. If you voluntarily resign within 12 months from thedate on which the payment is made, you will be required to repay the fullamount of the payment. Similar to your annual salary and other payments,this amount is subject to applicable tax and other withholding.All special cash payments must be repaid to the Company in full if you arefound, in the Company’s sole discretion, to have engaged in conduct thatwould give rise to a termination for Cause (as defined below), regardless ofwhether this conduct was discovered during your employment or after yourtermination of employment.A termination for “Cause” means your: (a) intentional breach of any materialterm of this offer letter or any other confidentiality, non-compete or similaragreement with the Company or its affiliates; (b) fraud, embezzlement, theftor other act of dishonesty against the Company; (c) conviction, or plea ofguilty or nolo contendereto a felony or crime involving dishonesty or moralturpitude; (d) intentional material breach of any written Company policy orcode of conduct, including The Code of Conduct; (e) willful misconduct orgross negligence in the performance of your duties; (f) violation of fiduciaryduties to the Company; (g) refusal or repeated failure to perform lawful dutiesreasonably assigned, after written notice and opportunity to cure (if curable);or (h) substance abuse that materially interferes with performance of yourduties. |
| Benefits: | You will also be eligible to participate in the Company’s benefit plans,including:•Reimbursement of up to $4,000 (US dollars) annually for physicalhealth examinations.•Reimbursement of up to $15,000 (US dollars) annually for financialplanning services.•Participation in the Restoration Plan. Under the Plan, 7% of your payabove the IRS pay limit that applies to 401(k) plans is credited eachyear and notionally invested as you choose. These amounts generallyvest after 3 years of service.•As of your starting date, you will be eligible for the benefits underboth the Executive Severance Plan and the Executive CiC SeverancePolicy.All aspects of these and other benefits will be governed by the terms of theapplicable plan or program as in place from time to time, which youunderstand may be changed by the Company at any time without advancenotice. |
| Relocation Benefits: | You will be eligible to participate in the Company’s U.S. relocation policy for 1year following your start date, per the terms of the policy. |
| Withholding: | All payments, awards, and benefits payable to you by the Company shall besubject to all applicable tax and other withholding. |
Restrictive Covenants. As a condition of your employment, you will be required to sign and abide by non-
solicitation and, except where legally impermissible, non-competition restrictions that are appropriate and
necessary taking into account the seniority of your role and the scope of your duties. Full details will be
provided to you separately prior to your start date.
Confidentiality. You acknowledge that you will have access to and become acquainted with proprietary and
confidential information, which may include trade secrets, regarding the Company, its affiliates and its
customers that constitutes a valuable asset of the Company and that is not available to the public. You agree
that you will not use or disclose that confidential information, either during or after the termination of your
employment, for any reason other than in the performance of your job and for the benefit of the Company
and its affiliates. You further agree that you will sign the Company’s Employee Invention and Proprietary
Information Agreement as part of the on-boarding process and will abide by the terms of that Agreement.
Notwithstanding the foregoing, nothing herein prohibits or restricts you from communicating with
government or regulatory entities, legislative entities, or self-regulatory organizations without notice to or
approval from the Company about possible violations of law.
Please note, this offer is contingent upon:
•you having the right to work in the United States;
•you successfully passing GE Vernova’s background checks;
•there being no legal reason you cannot take up this offer of employment; and
•your agreement to the conditions of employment described in the Company's "Acknowledgement of
Conditions of Employment". Your acknowledgment of this document and all required documentation
will be collected electronically through the GE Vernova Hire onboarding tool. More information on
how to access this tool will be provided shortly. Nothing in this letter constitutes or creates a contract
of employment.
Claire, we are incredibly excited about the prospect of your joining our team. We look forward to your
acceptance of this offer and response by email.
If you have any questions, please feel free to contact me.
Sincerely,
Scott Strazik
Please signify your acceptance of this offer letter:
/s/ Steven Baert, Chief People Officer, for Scott Strazik
/s/ Claire McDonough 8/25/26 and under delegation of authority by the GEV Board
Claire McDonough / DateScott Strazik / Date
August 26, 2026