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Baker Hughes Co

For the period ended May 13, 2024. Filed Apr 2, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 13, 2024 · Filed Apr 2, 2024

BKR$47.87+3.6%Stored close · as of Nov 6, 2026
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Contents

Proxy Statement Summary

This Proxy statement summary highlights information contained elsewhere in this Proxy Statement, which is first being made available to shareholders on or about April 2, 2024. We plan to begin mailing a Notice of Internet Availability of Proxy Materials containing instructions on how to access the proxy materials, how to vote online, and how to obtain a paper copy of the proxy materials, on or about April 2, 2024. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement carefully before voting.

2024 Annual Meeting information

When:Virtual Meeting Access:
Monday, May 13, 2024 8:00 a.m. CDT*To attend, register at www.proxydocs.com/bakerhughes

Virtual Meeting

The Board has determined that the 2024 Annual Meeting will be a completely virtual meeting. The Annual Meeting will be conducted only via live webcast. You will have the same rights and opportunities to participate as you would have at a physical meeting. You may attend the meeting, vote your shares, and submit questions electronically during the live webcast by visiting www.proxydocs.com/bakerhughes.

To participate in the Annual Meeting, you will need to register prior to the start of the meeting. Upon completing your registration, you will receive further instructions via email one hour prior to the start of the Annual Meeting, including your unique link that will allow you access to the Annual Meeting. You will have the ability to submit questions during the registration process and fifteen minutes prior to and during the Annual Meeting. We look forward to answering your questions during the meeting. All questions must comply with the rules of conduct, which will be posted on the virtual meeting website.

Technical assistance will be available one hour prior to and during the Annual Meeting. Information related to technical assistance will be provided in the email with thesign-in instructions.

Matters to be voted upon · How to vote in advance
No.ProposalBoard RecommendationPage Reference(For More Detail)Even if you plan to attend the meeting via livewebcast, we urge you to vote in advance usingone of these voting methods
1The election of directorsFOR EACH NOMINEE9Registered holders 1-855-658-0965 Beneficial holders Follow instructions provided by your broker, bank, or other nominee
2An advisory vote related to the Company's executive compensation programFOR73Registered holders www.proxypush.com/bakerhughes Beneficial holders Follow instructions provided by your broker, bank, or other nominee
3The ratification of KPMG LLP as the Company's independent registered public accounting firm for fiscal year 2024FOR76Mail your signed proxy card or voting instructions to the address listed on the envelope
4Amendment and Restatement of the Certificate of Incorporation to limit the liability of certain officers of the CompanyFOR77
5Amendment and Restatement of the Certificate of Incorporation to add a federal forum selectionFOR78
6Amendment and Restatement of the Certificate of Incorporation to clarify and modernize the Certificate of IncorporationFOR79
Such other business as may properly come before the meeting and any reconvened meeting after an adjournment thereof.
  • It is possible that an adjournment or postponement may be necessary due to a national emergency that makes us unable to hold the meeting on the date as planned.

Proxy statement summary

Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on May 13, 2024 Baker Hughes' 2024 Proxy Statement and 2023 Annual Report are available for registered holders at www.proxydocs.com/bakerhughes and beneficial holders should follow the instructions provided by their broker, bank, or other nominee.

Changes from Prior Year

We continually review our approach to sustainability, corporate governance, human capital management, and executive compensation to ensure that we are in a position to consistently deliver on our strategy and the long-term interests of our shareholders.

• Appointed Mr. Abdulaziz M. Al Gudaimi to our Board effective on January 1, 2024. Mr. Al Gudaimi brings extensive operational and leadership experience in the industries in which we operate and has experience in international markets • Continued our commitment to diversity, equity, and inclusion by requiring diverse candidates in our director recruitment pool • The Board established the Finance Committee to assist in its oversight of the Company's capital structure and financial resources and to advise on financial risks• Amended our bylaws and propose amending the Articles of Incorporation to: • limit the liability of certain officers of the Company; • add a federal forum selection; and • remove references to terminated agreements and relationships with GE as a result of GE's exit from its investment in the Company

2023 operational highlights

2023 proved to be a pivotal year for Baker Hughes as we continue our journey to reshape the company. We successfully removed $150 million of costs, realigned our Industrial & Energy Technology ("IET") business, and recently launched actions to further streamline our Oilfield Services & Equipment ("OFSE") business. Our strategy to transform the way we operate is working.

Baker Hughes is focused on building a differentiated energy technology company. With our integrated portfolio of energy solutions plus new technology and digital offerings, we believe we are uniquely positioned to help enable the energy transition. In 2023, we accelerated our strategy and began simplifying our structure to better position Baker Hughes, this included the realignment of IET into five product lines effective at the beginning of the fourth quarter. This work to streamline our organization and drive our transformation was a continuation of the initial steps taken in 2022, with there-segmentation of the Company into two business segments, OFSE and IET. Baker Hughes was successful in 2023, with key commercial successes and solid margin improvements in OFSE. Commercially in IET, order performance in LNG and new energy hit new highs. In 2023, we had a record year for LNG equipment orders, and achieved significant growth in new energy orders compared to 2022.

PerformanceTechnology and InnovationESG Leadership
$30.5B in orders$658M in research and developmentAA ESG rating by MSCI
26% increase in adjusted EBITDA*>2,000 patents granted28% reduction in Scope 1 & 2 GHG emissions**
$2.0B free cash flow*$750M in new energy orders199 HSE Perfect Days***
*Adjusted EBITDA and free cash flow are non-GAAP measures. A reconciliation of GAAP to non-GAAP measures is included in the Proxy Statement in Annex B
**2022 actual compared to 2019 base year
***An HSE Perfect Day is a day without injury, vehicle accidents, or harm to the environment

2 2024 Proxy Statement

Purpose: We take energy forward - making it safer, cleaner, and more efficient for people and the planet.

Our commitment to people, planet, and principles is embedded at every level within the Company, and oversight rests with the Board of Directors (the "Board"). We view sustainability as a key part of our business strategy. We believe that operating Baker Hughes responsibly and providing products and services that help our customers achieve their sustainability goals afford us opportunities to grow our business; increase customer collaboration; attract, retain, and motivate employees; and differentiate us from our competitors.

Our strategy - first launched in 2020 - is built on three key pillars: transform the core, invest for growth, and position for new energy frontiers. This strategy is driving our execution over three time horizons that look out to 2030 and beyond, culminating in a Baker Hughes which has an elevated margin and returns profile, differentiated shareholder returns, and strong exposure across the industrial and energy growth vectors. We believe our transformation over these three horizons will deliver significant long-term value to our shareholders and achieve our purpose of taking energy forward.

Our unique portfolio of assets, technologies, and long-term strategy has allowed us to maintain a strong balance sheet and invest in differentiated solutions while we transform our operations to better deliver for energy and industrial customers and enhance shareholder value.

Our responsibility

We organize our sustainability efforts into the areas of people, planet, and principles, and we work hard to make measurable progress each year. We strive to improve the transparency of our reporting and challenge ourselves to perform at the level of the most responsible companies in the world, not just in our own industry. We strive to embed sustainability throughout our global operations by implementation of our sustainability strategic goals.

4 2024 Proxy Statement

People

At Baker Hughes, our people are central contributors to our purpose of taking energy forward. As an energy technology company with operations around the world, we believe that a diverse workforce is critical to our success, and we aim to attract the best and most diverse talent to support the energy transition. We strive to be an inclusive and safe workplace, with opportunities for our employees to grow and develop in their careers, supported by learning and development opportunities, competitive compensation, benefits and health and wellness programs, and programs that build connections between our employees and their communities.

Diversity, Equity, and Inclusion ("DEI"): We believe unique ideas and perspectives fuel innovation and our differences make us stronger. We value difference in gender, race, ethnicity, age, gender identity, sexual orientation, ability, cultural background, religion, veteran status, experience, thought and more across the globe. We recognize the importance of diverse teams, an equitable workplace and an inclusive culture in driving innovation and competitiveness as both are critical to our business success and our mission of taking energy forward for our customers and the industry. We believe that our DEI strategic framework and our commitment to DEI will enable us to continue to recruit and retain a diverse workforce, promote an inclusive culture, expand our supplier diversity, and be a stronger partner to our customers and our community.

As we continue to prioritize DEI, we are focused on progressing diversity, equity and inclusion across our organization, with a particular emphasis on supporting gender representation. In 2023, the percentage of people who identify as women in our workforce, senior leadership positions, and on the Board, was 19%, 18%, and 33%, respectively. Specific to the U.S., 38% of our employees identify as people of color.

We work to ensure we have access to and support diverse pipelines of talent across the globe while prioritizing development and retention. We hold leadership accountable for integrating DEI principles into their respective parts of the business. Our enterprise-wide strategy allows us to measure the outcomes and progress of our DEI efforts, assign goals, develop accountability, and ensure transparency. And our corporate memberships with respected nonprofits, such as Ally Energy, Catalyst, Disability:IN, and the Women's Energy Network, provide partnership and guidance to support our goals. Our talent acquisition efforts as well as our eight global employee resource groups support the engagement, development and retention of diverse talent.

Talent Acquisition: We have enacted a number of initiatives to support our global goals related to DEI. We have conducted training on unconscious bias and launched pilot projects on blind resumes and debiasing job descriptions, interview templates, and assessments as well as expanded our talent acquisition focus to include executive search services and initiatives with universities to expand our new talent pipeline.

Employee Resource Groups ("ERGs"): ERGs consist of employees who have joined together based on shared interests, characteristics, or life experiences. These groups can have a powerful influence on driving change by elevating the conversation and awareness around key issues and engaging with the communities where we operate while also providing opportunities for employee development, education, and professional growth. In 2023, we continued our support of the ERGs in several ways, including the opportunity for ERGs to nominate charitable organizations to receive grants from the Baker Hughes Foundation. We also formalized and enhanced support and impact for our five communities of interest groups, which bring together employees based on shared interests and enable employees to share information and ideas, find opportunities to participate in philanthropy and volunteerism, and learn best practices by engaging with colleagues on a specific topic or area of interest. These efforts have helped our DEI focus and have fostered closer connections between employees in communities around the world.

Inclusive Culture: We have several programs and initiatives that cultivate an inclusive culture. The Baker Hughes Culture & Inclusion Council, comprised of executives across the organization, supports the success of our DEI mission and workplace culture ambitions and meets regularly to review progress and discuss ways in which to continue to advance our efforts. The DEI Community of Practice facilitates sharing best practices across the enterprise. Our DEI Knowledge Center, located on the Baker Hughes intranet, enables us to provide our workforce with tools, resources, and learning opportunities that raise awareness, foster inclusive behaviors, and build cross-cultural competences.

Charitable Work: Baker Hughes seeks to make a positive impact in the communities where we operate around the world through stakeholder engagement, community service, and charitable contributions. Consistent with our purpose and values, we work to advance environmental quality, educational opportunities, and health and wellness. We benefit our communities through financial contributions, in-kind donations of goods and services, and volunteer projects. The Baker Hughes Foundation makes strategic philanthropic contributions, matches Baker Hughes employee charitable contributions, and awards volunteer recognition grants for outstanding employee community service. In 2023, the Baker Hughes Foundation globally provided $1 million in grants for educational opportunity, $955,000 in grants benefiting the environment, and an additional $418,000 in grants for health, safety and wellness and disaster recovery. The Baker Hughes Foundation supported disaster relief fundraising efforts in Alberta, Hawaii, Italy, Libya and Turkey, and global reforestation efforts that resulted in one million trees being planted across 17 countries. In addition, the Baker Hughes Foundation provided $855,000 in employee contribution matching, and Baker Hughes employees provided approximately 39,000 volunteer hours.

Planet

Getting to Net-Zero: It is a priority for us to innovate and to offer lower carbon products and services, improve our operational efficiency, and reduce our emissions. We are actively engaged in helping our customers meet their carbon and methane emissions reduction goals. We advocate for policies and technology that we believe will advance the energy transition such as carbon capture, utilization and storage ("CCUS"), hydrogen, carbon pricing, and methane emissions reduction.

In 2019, we announced our commitment to reduce Scope 1 and 2 carbon dioxide equivalent emissions from our operations by 50% by 2030 and achieve carbon dioxide equivalentnet-zero emissions by 2050. This goal encompasses emissions from our operations ("Scope 1 and 2 emissions") in alignment with the Paris Accord and the specific recommendations of the United Nations ("UN") Intergovernmental Panel on Climate Change's Special Report on Global Warming of 1.5 o C. In 2020, we reset our carbon emissions reduction base year for this goal from 2012 to 2019 to account for corporate changes, new acquisitions, divestitures, and to reflect changes in methodology in accordance with the Greenhouse Gas ("GHG") Protocol.

Ournet-zero roadmap is based on nine key building blocks necessary to achievenet-zero Scope 1 and 2 carbon emissions by 2050. This includes defining and operationalizing our efforts for the enterprise transformation, implementing a comprehensive sustainable supply-chain framework, and continuing to innovate and advance our research and development oflow-carbon technology.

Our reporting frameworks are informed by the standards most frequently referenced by our stakeholders, including the Task Force on Climate-related Financial Disclosure ("TCFD") standards, the GHG Protocol, the Sustainability Accounting Standards Board ("SASB") Oil & Gas Services Industry Standard, Extractives and Mineral Processing Sector, as well as other relevant sector standards.

Principles

Protecting people and the environment: At Baker Hughes, the health and safety of our employees is a top priority. We value the health and safety of our people and are dedicated to doing what's right to safeguard our employees, customers, communities, and the environment. We implement proactive programs designed to ensure safe and sustainable operations, meeting or exceeding global regulatory requirements.

Culture of Compliance: Integrity and compliance are foundational elements of our culture and business and serve to mitigate risk, foster a positive workplace culture and support long-term commercial success. We are committed to complying with all laws, regulations and ethical standards in letter and spirit. Integrity is a core value of Baker Hughes that is embodied throughout our global operations that creates an environment where doing the right thing is second nature. Our Code of Conduct sets high expectations for ethical behavior, and our global ethics and compliance program is designed to prevent and detect potential violations of law, our Code of Conduct, and other Company policies and procedures.

Privacy and Cybersecurity: We take cybersecurity and data privacy very seriously, and we are committed to individuals' rights to data protection and privacy. We protect our digital systems and data through a comprehensive cybersecurity management program, and we operate a comprehensive Cyber Fusion Center to coordinate resources, reduce incident response time, and shift toward a proactive cyber-defense model. We leverage the National Institute of Standards and Technology security framework to drive strategic direction and maturity improvement and engage third party security experts for risk assessments and program enhancements. Our Global Data Privacy Program is designed to ensure that personal data will be protected and handled in accordance with applicable law and applicable contractual obligations.

Sustainable Supply Chains: We are part of a broad global supply chain, and we source materials from many countries around the world. In addition to managing our own corporate sustainability performance, we also have a desire to ensure that the suppliers we work with adhere to high standards. Our Supplier Integrity Guide governs our relationships with suppliers, contractors, consortium partners, and consultants. Our Supplier Social Responsibility Program is intended to set standards and monitor compliance with high standards of HSE performance, ethics, compliance, and respect for human rights.

Additional information on our People, Planet and Principles can be found in our Corporate Sustainability Report located on our website. Information contained on or connected to our website, including our Corporate Sustainability Report, is not incorporated by reference into this Proxy Statement and should not be considered part of this Proxy Statement or any filing we make with the Securities and Exchange Commission ("SEC").

6 2024 Proxy Statement

Director nominee highlights

The nine director nominees, if elected, will serve aone-year term expiring at the 2025 Annual Meeting. Our priority is to bring together areas of expertise for the benefit of the Company and long-term shareholder value. We strive to maintain a Board that reflects diversity, varied knowledge and experiences, and relevant skills and personal qualities. Our candidates possess leadership skills, global business experience, and expertise in finance and the energy industry. More information about our director nominees may be found under "Proposal No. 1—Election of Directors."

Committee Memberships
Name, Primary Occupation(1)Age(2)DirectorSinceACFCGCRHCCIndependent
Lorenzo Simonelli Chairman, President and CEO Baker Hughes Company502017N/AN/AN/AN/ANo
W. Geoffrey Beattie * Chief Executive Officer Generation Capital642017●●Yes
Abdulaziz M. Al Gudaimi Former Executive Vice President Saudi Arabian Oil Company612024●●Yes
Gregory D. Brenneman Executive Chairman CCMP Capital Advisors, LLC622017●Yes
Cynthia B. Carroll Former Chief Executive Officer Anglo American plc672020●Yes
Michael R. Dumais Former Executive Vice President & Chief Transformation Officer Raytheon Technologies572022●●Yes
Lynn L. Elsenhans Former Executive Chairman, President and CEO Sunoco, Inc.682017●Yes
John G. Rice** Former Chairman GE Gas Power672017●Yes
Mohsen M. Sohi ** Chief Executive Officer Freudenberg SE652023●●Yes
● MemberChair * Lead Director ** Audit Committee Financial Expert on Audit Committee
AC Audit CommitteeFC Finance CommitteeGCR Governance & Corporate Responsibility Committee
HCC Human Capital and Compensation Committee
(1)Nelda J. Connors has notified the Board of her decision not to stand for re-election at the 2024 Annual Meeting.
(2)Ages listed are as of May 13, 2024.

Compensation highlights

Our executive compensation program is designed to attract, motivate, and retain our executives, including our named executive officers (each an "NEO"), who are critical to our long-term success. The program is designed to align with three core principles:

Align executive and shareholder interestsProvide a significant portion of total compensation that is performance-based and at riskAttract and retain talented executives

Our executive compensation program emphasizes performance-based compensation tied to increases in Baker Hughes' stock price and drives strategic imperatives. Approximately 90% of Mr. Simonelli's target total compensation is performance-based and at risk, while the other NEOs have an average of 78% performance-based andat-risk compensation.

Key compensation decisions in 2023

The Company continued to reinforce market-aligned andpay-for-performance elements of its compensation programs.

2023 Compensation decisions

Approved selective NEO base salary increases for 2023, to align with the market.Approved overall payout of 2023 Annual bonus at 140% of target, 2021 Performance Share Units ("PSUs") at 88.51% of target, and 2021 Transformation Incentive awards at 82.44% of target.Awarded annual long-term incentive grants with 60% Performance Share Unit ("PSUs") weighting for the CEO with an emphasis on outperforming the market.

8 2024 Proxy Statement

Proposal 1

Election of directors

The Board of Directors recommends that you vote FOR each nominee.Board highlights
In analyzing director nominations, the Governance & Corporate Responsibility Committee strives to recommend candidates for director positions who will create a collective membership on the Board with varied experience and perspective and maintains a Board that reflects diversity, including but not limited to gender, ethnicity, background, and experience. Candidates should also demonstrate leadership, comprehend the role of a public company director, and exemplify relevant expertise, experience, and a substantive understanding of domestic and international considerations and geopolitics. The Governance & Corporate Responsibility Committee also looks for candidates who will help progress Baker Hughes' strategy as an energy technology company and as a leader through the energy transition. When analyzing whether directors and nominees have the experience, qualifications, attributes, and skills to enable the Board to satisfy its oversight responsibilities effectively in light of the Company's business and structure, the Governance & Corporate Responsibility Committee and the Board assess the information summarized in each of the directors' individual biographies set forth in this Proxy Statement as well as the director skills matrix. Each of the current directors, other than Nelda J. Connors who has decided not to stand for re-election at the end of her current term, has been nominated for election by the Board upon recommendation by the Governance & Corporate Responsibility Committee and has decided to stand for election. Ms. Connors has notified the Company and the Board of her decision not to stand for re-election at the 2024 Annual Meeting. Ms. Connors intends to serve on the Board through the date of the 2024 Annual Meeting, and her decision not to stand for re-election is not the result of any disagreement with the Company. The authorized number of directors is presently ten, and, in connection with the election of directors at the 2024 Annual Meeting, the authorized number of directors is being reduced to nine. All directors who are elected at the Annual Meeting will serve for a one-year term expiring at the Annual Meeting expected to be held in May 2025; until his or her successor is elected and qualified; or until his or her earlier death, retirement, resignation, or removal. The proxy holders will vote FOR the nine persons listed below under "Company Nominees for Director," unless contrary instructions are given. If you sign your proxy card but do not give instructions with respect to the voting of directors, your shares will be voted FOR the nine persons recommended by the Board. If you wish to give specific instructions with respect to the voting of directors, you must do so with respect to each individual nominee.Our director nominees exhibit an effective mix of skills, experience, diversity, and perspective. Our Board is committed to supporting diverse board membership. Our Governance & Corporate Responsibility Committee is actively evaluating candidates, and, in accordance with our Committee charter, is considering a pool of candidates that includes persons reflecting diversity of race, ethnicity, and gender.
GENDER DIVERSITY 22% 2 females both of whom chair a standing committee
RACIAL/ETHNIC DIVERSITY 11% 1 racial/ethnic minority
INDEPENDENCE 8 of 9 are independent
ENVIRONMENTAL AND SAFETY 5 of 9 directors have environmental and safety, risk and regulatory experience
INDUSTRY AND OPERATIONAL EXPERIENCE 78% have industry and operational experience

Board nominees for director

The following table sets forth each nominee director's name, principal occupation and prior work experience, age, and year in which the nominee first became a director of the Company. Each nominee director has agreed to serve if elected.

Director nominees

W. Geoffrey Beattie Age: 64 | Ethnicity: Caucasian/White | Director since: 2017
Committees:• Governance & Corporate Responsibility (Member) • Finance (Member)
Biography: W. Geoffrey Beattie serves as the Lead Independent Director. Mr. Beattie has been the Chief Executive Officer of Generation Capital, a private investment company based in Toronto, Canada, since September 2013. He served previously as Chief Executive Officer of the Woodbridge Company Limited, a privately held investment company, and the majority shareholder of Thomson Reuters from March 1998 to December 2012, where he also served as Deputy Chairman from May 2000 to May 2013. Mr. Beattie currently serves as the Chairman of Relay Ventures, a Canadian venture capital firm. Other Public Company Board Memberships in the Past Five Years: • Maple Leaf Foods (2008 – 2023) • Fiera Capital Corporation (2018 – 2023) • General Electric Company (2009 – 2019) Qualifications: The Board believes Mr. Beattie's qualifications to serve on the Board include his leadership experience as chief executive officer of two privately held investment companies, his investment experience as the majority shareholder of a publicly traded professional information provider, his service on several public company boards, and his technology and risk management expertise.
Abdulaziz M. Al Gudaimi Age: 61 | Ethnicity: Asian/Middle Eastern | Director since: 2024
Committees:• Governance & Corporate Responsibility (Member) • Human Capital and Compensation (Member)
Biography: Mr. Al Gudaimi had an over 38-year career at Saudi Arabian Oil Company ("Aramco"), an integrated energy and chemical company listed on the Saudi Stock Exchange (Tadawul), culminating in numerous senior management and leadership roles. He retired from Aramco as its Executive Vice President Corporate Development in November 2022, having been responsible for Aramco's mergers and acquisitions transactions and divestment strategy, a position he held since September 2020. Prior to that, from May 2015 to September 2020, he served as Executive Vice President Downstream leading all Aramco downstream refining, chemicals, power, infrastructures, marketing & trading, and retail businesses units of Aramco. Other Public Company Board Memberships in the Past Five Years: • Banque Saudi Fransi (2023 – Present) • S-Oil Corp (2017 – 2021) Qualifications: The Board believes Mr. Al Gudaimi's qualifications to serve on the Board include his operational and leadership experience in the industries in which we operate and his experience in international markets.

10 2024 Proxy Statement

Gregory D. Brenneman Age: 62 | Ethnicity: Caucasian/White | Director since: 2017
Committees:• Finance (Chair) • Audit (Member)
Biography: Greg Brenneman has served as the Executive Chairman of CCMP Capital Advisors, LP, a private equity firm with over $3 billion under management, since October 2016. Previously, he served as Chairman of CCMP from 2008 until October 2016 and as its President and Chief Executive Officer from February 2015 until October 2016. He is also Chairman and Chief Executive Officer of TurnWorks, Inc., a private equity firm focusing on corporate turnarounds, which he founded in 1994. Prior to joining CCMP, Mr. Brenneman led restructuring and turnaround efforts at Quiznos, Burger King Corporation, PwC Consulting, a division of PricewaterhouseCoopers ("PwC"), and Continental Airlines, Inc. that resulted in improved customer service, profitability and financial returns. Other Public Company Board Memberships in the Past Five Years: • Hayward Holdings, Inc. (2021 – 2023) • The Home Depot, Inc. (2000 – present) • Ecovyst Inc. (2014 – 2022) • Baker Hughes GE (predecessor of Baker Hughes Company) (2017 – 2019) • Baker Hughes Incorporated (predecessor of Baker Hughes Company) (2014 – 2017) Qualifications: The Board believes Mr. Brenneman's qualifications to serve on the Board include his experience in several executive and leadership roles in the private equity space, his service on other public company boards, and his finance, investment, global business, and human resources expertise.
Cynthia B. Carroll Age: 67 | Ethnicity: Caucasian/White | Director since: 2020
Committees:• Human Capital and Compensation (Chair) • Audit (Member)
Biography: Cynthia Carroll was the Chief Executive Officer of Anglo American plc from 2007 to 2013. Ms. Carroll worked for Alcan Aluminum Corporation from 1989 to 2006, serving as the Chief Executive Officer for Primary Metal Group, Alcan's core business from 2002 to 2006 and President of the Bauxite, Alumina and Specialty Chemicals division from 1998 to 2001. She served in other various management and leadership positions from 1989 to 2001. She started her career in 1982 as a geologist working for Amoco Production Company. Other Public Company Board Memberships in the Past Five Years: • Glencore (2021 – present) • Pembina Pipeline Corporation (2020 – present) • Hitachi, Ltd. (2013 – present) • Century Aluminum Company (2020 – 2021) Qualifications: The Board believes Ms. Carroll's qualifications to serve on the Board include her leadership experience as a former chief executive officer of a global mining company, her comprehensive industry knowledge, her service on several public company boards, and her environmental, sustainability, technology, and operational expertise.
Michael R. Dumais Age: 57 | Ethnicity: Caucasian/White | Director since: 2022
Committees:• Finance (Member) • Governance & Corporate Responsibility (Member)
Biography: Michael Dumais was formerly the Raytheon Technologies Chief Transformation Officer and led corporate strategy and development from 2020 to 2022. From 2017 to 2020, he was the Executive Vice President of Operations and Strategy for United Technologies Corporation ("UTC") prior to its merger with Raytheon Company. He was previously President of UTC's Hamilton Sundstrand Division and held numerous leadership positions at UTC from 1998 to 2017. From 1993 to 1997, he held various strategic business roles with Bain & Company. He currently serves as an Executive Leadership Advisor to Ernst & Young and as an Adjunct Professor at the NYU Stern School of Business. Other Public Company Board Memberships in the Past Five Years: None Qualifications: The Board believes Mr. Dumais' qualifications to serve on the Board include his leadership experience in several executive roles at a multinational company, his experience in implementation and technology transformations, and his finance, investment, operational, risk management, environmental, and human resources expertise.
Lynn L. Elsenhans Age: 68 | Ethnicity: Caucasian/White | Director since: 2017
Committees:• Governance & Corporate Responsibility (Chair) • Human Capital and Compensation (Member)
Biography: Lynn Elsenhans was the Executive Chairman of Sunoco, Inc. from January 2009 until May 2012, and Chief Executive Officer and President from August 2008 until March 2012. She also served as Chairman of Sunoco Logistics Partners L.P. from October 2008 until May 2012, and Chief Executive Officer from July 2010 until March 2012. Ms. Elsenhans worked at Royal Dutch Shell for more than 28 years, where she held a number of senior roles, including Executive Vice President, Global Manufacturing from 2005 to 2008. Other Public Company Board Memberships in the Past Five Years: • Aramco (2018 – present) • GlaxoSmithKline (2012 – 2022) • Baker Hughes GE (predecessor of Baker Hughes Company) (2017 – 2019) • Baker Hughes Incorporated (predecessor of Baker Hughes Company) (2012 – 2017) Qualifications: The Board believes Ms. Elsenhans' qualifications to serve on the Board include her leadership experience as a former chair and chief executive officer of a publicly traded energy company, her industry knowledge gained from many years at a global oil and gas company, her service on other public company boards, and her finance, operational, risk management, human resources, environmental, and sustainability expertise.

12 2024 Proxy Statement

John G. Rice Age: 67 | Ethnicity: Caucasian/White | Director since: 2017
Committees:• Audit (Chair) • Finance (Member)
Biography: John Rice served as Chairman of GE Gas Power from December 2018 through August 2020. He was previously Vice Chairman, GE until March 2018 and Chief Executive Officer, GE Global Growth Organization from November 2010 until December 2017. He served in other various leadership positions across GE, including Vice Chairman, GE, President and Chief Executive Officer of GE Technology Infrastructure from 2007 until November 2010, Vice Chairman of GE's industrial and infrastructure businesses from 2005 until 2007, and President and Chief Executive Officer of GE Energy from 2000 until 2005. Other Public Company Board Memberships in the Past Five Years: • AIG (2022 – present) • Li and Fung (2018 – 2020) • Baker Hughes GE (predecessor of Baker Hughes Company) (2017 – 2019) Qualifications: The Board believes Mr. Rice's qualifications to serve on the Board include his extensive leadership experience in a number of leadership roles at companies working in global energy and infrastructure markets, his global business experience, his service on other public company boards and his finance, investment, operations, technology, and human resources expertise.
Lorenzo Simonelli Age: 50 | Ethnicity: Caucasian/White | Director since: 2017
Committees• N/A
Biography: Lorenzo Simonelli has been the Chairman of the Board of Directors of the Company since October 2017, and a Director, President and Chief Executive Officer of the Company since July 2017. Before joining the Company in July 2017, Mr. Simonelli was Senior Vice President, GE and President and Chief Executive Officer, GE Oil & Gas from October 2013 to July 2017. Before joining GE Oil & Gas, he was the President and Chief Executive Officer of GE Transportation from July 2008 to October 2013. Mr. Simonelli joined GE in 1994 and held various finance and leadership roles from 1994 to 2008. Other Public Company Board Memberships in the Past Five Years: • Iveco Group N.V. (2021 – present) • CNH Industrial (2019 – 2021) • C3.ai, Inc. (2020 – 2021) Qualifications: The Board believes Mr. Simonelli's qualifications to serve on the board include his extensive leadership experience in business and operational decisions during his tenure as Chief Executive Officer of Baker Hughes in addition to his experience in the oil and gas industry and his financial, investor, technology, sustainability, and risk management expertise.
Mohsen M. Sohi Age: 65 | Ethnicity: Caucasian/White | Director since: 2023
Committees:• Audit (Member) Human Capital and Compensation (Member)
Biography: Dr. Mohsen Sohi has served as the Chief Executive Officer of Freudenberg and Co. since July 2012. From April 2010 to June 2021, Dr. Sohi served as Managing Partner of Freudenberg and Co. Dr. Sohi served as President and Chief Executive Officer of Freudenberg-NOK, a privately-held joint venture partnership between Freudenberg Group and NOK Corp. of Japan from March 2003 through March 2010. Prior to Freudenberg, Dr. Sohi was with NCR Corporation as the Senior Vice President, Retail Solutions Division from January 2001 to February 2003. Prior to NCR, Dr. Sohi was with Honeywell International Inc. and its pre-merger constituent, Allied Signal, Inc., for 14 years in positions of increasing leadership and lastly serving as President of Honeywell Electronic Materials from July 2000 to January 2001. Other Public Company Board Memberships in the Past Five Years: • STERIS plc (2005 – present) Qualifications: The Board believes Dr. Sohi's qualifications to serve on the Board include his leadership experience in various executive roles at multinational conglomerate and consulting companies, his extensive experience in the technology industry, and his finance, operational, risk management, human resources, environmental, and sustainability expertise.
BOARD DIVERSITY MATRIX (as of April 2, 2024)(1)
Total Number of Directors = 10(2)
Gender Identity:FemaleMaleNon-BinaryDid not DiscloseGender
Directors37——
Demographic Background:
African American or Black1———
Asian/Middle Eastern—1——
White26——
(1)To see the Company's Board Diversity Matrix as of March 31, 2023, please see the Company's proxy statement filed with the SEC on March 31, 2023.
(2)Nelda J. Connors has notified the Board of her decision not to stand for re-election at the 2024 Annual Meeting. Immediately after the 2024 Annual Meeting, assuming that all director nominees are elected, the total number of directors on the Board will be nine, with approximately 22% female directors and 11% ethnically diverse directors.

14 2024 Proxy Statement

Director skills and experience matrix

Skills and ExperienceAl GudaimiBeattieBrennemanCarrollConnors(1)DumaisElsenhansRiceSimonelliSohi%
Leadership Business and strategic management experience from service in a significant leadership position, such as a CEO, CFO or other senior leadership position●●●●●●●●●●100%
Finance and Accounting Understanding of finance and financial reporting processes●●●●●●●●●●100%
Investor Overseeing investments and decisions●●●●●●●●●●100%
Industry and Operations Operational experience in the industries in which Baker Hughes operates●●●●●●●●80%
Technology Developing and investing in new technologies and ideas●●●●●●●70%
Risk Oversight/Cybersecurity Understanding significant risks facing companies, including cybersecurity●●●●●●●●●90%
Global Non-U.S. businesses and cultures through living or working outside of the U.S.●●●●●●●●●●100%
Environmental and Safety Safety and environmental regulations●●●●●●60%
Prior BOD Experience Service on public company boards●●●●●●●●●90%
HR and Talent Development HR and talent development to obtain the most qualified and satisfied employees●●●●●●●●●90%
Legal and Corporate Governance Legal and corporate governance issues in which public companies must abide●●●●●●●70%
Independent Satisfies the independence requirements of Nasdaq and the SEC●●●●●●●●●90%
Sustainability Experience in Environmental Social Governance ("ESG")●●●●●●●70%
(1)Nelda J. Connors has notified the Board of her decision not to stand for re-election at the 2024 Annual Meeting. Immediately after the 2024 Annual Meeting, assuming that all director nominees are elected, the total number of directors on the Board will be nine.

Election and resignation policy

Size and term of Board

Under the provisions of the Second Amended and Restated Certificate of Incorporation, dated October 17, 2019 (the "Certificate of Incorporation"), and the Sixth Amended and Restated Bylaws of the Company, dated February 1, 2024 (the "Bylaws"), the total number of directors constituting the Board may be fixed from time to time by resolution of the Board. The total number of directors as determined by the Board is presently ten. In connection with the election of directors at the 2024 Annual Meeting, the authorized number of directors is being reduced to nine.

Each director will serve for a term of one year, ending on the date of the next Annual Meeting of Shareholders following the date of such director's election or appointment; provided that the term of each director will continue until the election and qualification of his or her successor, subject to his or her earlier death, resignation, disqualification, or removal.

Shareholder nominations of directors Shareholders may also propose nominees for consideration by the Governance & Corporate Responsibility Committee by submitting the names and other supporting information required under the Company's Bylaws to: Attn: Corporate Secretary Baker Hughes Company 575 N. Dairy Ashford Road, Suite 100 Houston, Texas 77079

Resignation and removal

Any director may resign by delivering a resignation in writing or by electronic transmission to the Company at its principal office or to the Chairman of the Board, the Chief Executive Officer, or the Vice President and Corporate Secretary. Such resignation will be effective upon delivery unless it is specified to be effective at some later time or upon the happening of some later event. Our Governance Principles provide that each incumbent director being nominated for further service on the Board submit an irrevocable resignation letter that becomes effective if (1) the director does not receive a majority of the votes cast "FOR" with respect to that nominee's election in an election that is not a contested election; and, (2) thereafter the Board accepts that resignation. The Governance & Corporate Responsibility Committee will have the right to fill any vacancy resulting from the death, resignation, retirement, disqualification, or removal from office or other cause for any director.

Board term limits and retirement age The Board has a 15-year term limit for all directors, other than the Company's CEO. Additionally, with limited exceptions, directors will not be nominated for election to the Board after his or her 75th birthday. The full Board may nominate director candidates who have served past the 15-year term limit or the retirement age in special circumstances.

16 2024 Proxy Statement

Process for identifying and adding new directors

The Governance & Corporate Responsibility Committee identifies, screens, and recommends director candidates for nomination to the Board. Candidates are evaluated in light of the then-existing composition of the Board and the background and areas of expertise of existing directors and potential nominees.

Director education

Our director education program assists Board members in fulfilling their responsibilities. In addition to the onboarding program, directors are provided ongoing education throughin-depth presentations on topics such as strategy, operations, the energy transition, cybersecurity, ESG related issues, enterprise risk management, DEI, and legal and regulatory matters. These presentations can be from management or with outside experts as needed. The Board periodically holds board meetings at facilities or other sites important to the business where directors engage with employees in a more informal setting. Directors are also encouraged to attend third-party educational programs and training.

Board evaluation

Board and Committee evaluations play a critical role in ensuring the effective functioning of our Board. It is important to review Board, Committee, and director performance and to solicit and act upon feedback received from each member of our Board. Our Lead Independent Director manages and has oversight over the Board evaluation process.

The Board evaluation process considers the following topics:
• General board practices, including fostering a culture that promotes candid discussion • The adequacy, number, and length of Board and committee meetings • Suggestions for new skills and experiences for potential future candidates • Peer Review • The Board's access to Company executives and operations • Committee effectiveness• Adequacy of information received, including access to non-management resources • The quality and scope of materials distributed in advance of the meeting • The promotion of rigorous decision-making by the Board and the committees • The strategic planning process • The overall function of the Board and its committees • Technology use

18 2024 Proxy Statement

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.