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Baker Hughes Co

For the period ended May 20, 2025. Filed Mar 31, 2025.

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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 20, 2025 · Filed Mar 31, 2025

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 1, 2025. 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 1, 2025. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement carefully before voting.

2025 Annual Meeting information

When:Virtual Meeting Access:
Tuesday, May 20, 2025 8:00 a.m. CDT*To attend, register at www.proxydocs.com/bakerhughes

Virtual Meeting

The Board has determined that the 2025 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 NOMINEE7Registered 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 programFOR65Registered 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 2025FOR68Mail your signed proxy card or voting instructions to the address listed on the envelope
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.

Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on May 20, 2025 Baker Hughes’ 2025 Proxy Statement and 2024 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. Ahmed Moghal as our Executive Vice President and Chief Financial Officer effective on February 24, 2025. Mr. Moghal is a highly experienced finance leader and brings a deep domain of knowledge across both of our business segments • Appointed Ms. Shirley A. Edwards to our Board effective on May 22, 2024. Ms. Edwards brings extensive leadership experience in various executive roles, financial expertise and extensive experience in client service delivery and people strategy/human resources • Appointed Dr. Ilham Kadri to our Board effective on May 1, 2025. Dr. Kadri brings extensive leadership experience in various executive roles across a variety of industries with leading industrial multinational companies• Updated our insider trading policy (the “Insider Trading Policy”) to address latest developments in securities law compliance and corporate governance • Created a formal director training plan and, on a biannual basis, directors receive training on various matters of company and shareholder importance, including, for example, on artificial intelligence and cybersecurity

2024 operational highlights

2024 was a remarkable year for Baker Hughes, achieving several milestones that demonstrate our strategy to drive profitable growth and continuous margin improvement is working. We drove operational enhancements throughout the Company that continue to transform the way we are working. In Industrial & Energy Technology (“IET”), lean principles were adopted across the businesses, and the team initiated over 120 large, problem-solving Kaizen projects, involving over 1,300 employees across all functions. IET demonstrated exceptional margin performance even as the mix continued to shift toward equipment, with EBITDA margin reclaiming prior peak levels due to conversion of higher-priced backlog and further operational enhancements. In Oilfield Services & Equipment (“OFSE”), business operations were centralized, leading to a significant reduction in duplication across our regions and product and service lines. OFSE saw structural EBITDA margin improvement, notably in Subsea & Surface Pressure Systems, driven by refocusing our commercial model, rightsizing our capacity, and improving our execution, where a year of strong orders in flexibles drove full-year orders of $3.1 billion.

PerformanceTechnology and InnovationSustainability and Leadership
$28.2B in orders$643M in research and developmentAA ESG rating by MSCI
47% increase in adjusted EPS*>1,600 patents granted worldwide in ‘2428.3% reduction in Scope 1 & 2 GHG emissions***
22% increase in adjusted EBITDA*$1.3B in new energy orders206 HSE Perfect Days****
$2.26B** free cash flow*
$1.3B free cash flow returned to shareholders

2 2025 Proxy Statement

*Adjusted EBITDA, free cash flow and adjusted EPS are non-GAAP measures. A reconciliation of GAAP to non-GAAP measures is included in the Proxy Statement in Annex A
**10% increase year-over-year
***2023 actual compared to 2019 base year
****An HSE Perfect Day is a day without injury, vehicle accidents, or harm to the environment

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

We seek to embed our commitment to people, planet, and principles 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 business strategy – first launched in 2020 – is built on three key pillars: transform the core, invest for growth, and position for new energy frontiers. We believe this strategy is driving our execution over three time horizons that look out to 2030 and beyond, and is designed to achieve 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 differentiated 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 believe that sustainability constitutes a competitive advantage. 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.

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 and retain the best 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.

At our core, we believe that unique ideas and diverse perspectives are the driving forces behind innovation. Our differences make us stronger. We value diversity in all its forms – gender, race, ethnicity, age, gender identity, sexual orientation, ability, cultural background, religion, veteran status, experience, thought, and more – across the globe. We recognize that diverse teams, a fair workplace, and an inclusive culture are essential for driving innovation and maintaining our competitive edge. These elements are critical to our business success and our mission of advancing energy solutions for our customers and the industry. Our approach seeks to recruit and retain the best talent around the world, foster an inclusive and respectful culture, and strengthen our partnerships with customers and communities.

In 2024, the percentage of people who identify as women in our workforce, senior leadership positions, and on the Board, was 20%, 19%, and 33%, respectively. Specific to the U.S., 39% of our employees identify as people of color.

We work to ensure we have access to and support strengthening our talent pipeline across the globe while prioritizing development and retention. We hold leadership accountable for integrating our Baker Hughes culture and behaviors into their respective parts of the business. Our enterprise-wide talent strategy allows us to measure the outcomes and progress of our efforts, assign goals, develop accountability, and ensure transparency. 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 talent across the organization.

Talent Acquisition: We have a number of initiatives to support our global goals of attracting, and retaining, the best talent to Baker Hughes. We are also enabling and expecting fair and respectful treatment for all to ensure we are living out our Baker Hughes values and behaviors.

At the beginning of 2024, Baker Hughes launched a rebranded Employee Value Proposition that captures the essence of our company – how it is unique and what it aspires to accomplish, balancing our current strength and the goals to be an employer of choice.

Employee Resource Groups (“ERGs”): ERGs consist of employees who have joined together based on shared interests, characteristics, or life experiences. ERG memberships and events are open to all Baker Hughes employees. These groups are designed to drive conversation and awareness around key issues and engagement with the communities where we operate. In 2024, we continued our support of ERGs in several ways, including offering the opportunity for ERGs to nominate charitable organizations to receive grants from the

Baker Hughes Foundation. We are continuing our culture journey by strengthening our six communities of interest groups, which 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 strengthen our Baker Hughes culture 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 inclusivity and workplace culture ambitions and meets regularly to review progress and discuss ways in which we can continue to advance our efforts.

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 2024, the Baker Hughes Foundation provided $2.4 million in grants disbursed globally for educational opportunity; the environment; health, safety and wellness; and disaster recovery efforts. In addition, the Baker Hughes Foundation provided approximately $800,000 in employee contribution matching, and Baker Hughes employees provided approximately 45,000 volunteer hours.

Planet

Getting to Net-Zero: It is a strategic 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.

For the long-term success of our Company, 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 strategic goal encompasses emissions from our operations (“Scope 1 and 2 carbon dioxide equivalent 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.

We continue to make progress on emissions reductions. We reported in our 2023 Corporate Sustainability Report a 28.3% reduction in our Scope 1 and 2 carbon dioxide equivalent emissions as compared to our 2019 base year. This reduction was primarily due to implementing energy efficiency initiatives, facility consolidation, increasing electric power consumption from renewable energy sources, and improvements in our vehicle fleet, among other reasons. We plan to continue to employ a broad range of emissions reduction initiatives across manufacturing, supply chain, logistics, energy sourcing, and generation.

Ournet-zero roadmap is based on nine key building blocks necessary to achievenet-zero Scope 1 and 2 carbon dioxide equivalent 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 of lower-carbon products and services.

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 aim to 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 wide-ranging 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 Cyber 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.

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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, for the long-term success of our Company, 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 health, safety and environment (“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”).

Director nominee highlights

The ten director nominees, if elected, will serve aone-year term expiring at the 2026 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 Company512017N/AN/AN/AN/ANo
W. Geoffrey Beattie * Chief Executive Officer Generation Capital652017●●Yes
Abdulaziz M. Al Gudaimi Former Executive Vice President Saudi Arabian Oil Company622024●●Yes
Gregory D. Brenneman Executive Chairman CCMP Capital Advisors, LLC632017●Yes
Cynthia B. Carroll Former Chief Executive Officer Anglo American plc682020●Yes
Michael R. Dumais Former Executive Vice President & Chief Transformation Officer Raytheon Technologies582022●●Yes
Shirley A. Edwards Former Partner EY (formerly Ernst & Young LLP)642024●●Yes
Ilham Kadri Chief Executive Officer Syensqo S.A.562025(3)●●Yes
John G. Rice(4) Former Chairman GE Gas Power682017●Yes
Mohsen M. Sohi Chief Executive Officer Freudenberg SE662023●●Yes
● MemberChair * Lead Independent Director
AC Audit CommitteeFC Finance CommitteeGCR Governance & Corporate Responsibility Committee
HCC Human Capital and Compensation Committee
(1)Lynn L. Elsenhans has notified the Board of her decision not to stand for re-election at the 2025 Annual Meeting.
(2)Ages listed are as of May 20, 2025.
(3)Ilham Kadri is not a current director on the Board and will be a director on the Board effective May 1, 2025.
(4)John G. Rice will be lead independent director of the Board effective May 1, 2025.

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 79% performance-based andat-risk compensation.

Key compensation decisions in 2024

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

2024 Compensation decisions

Approved selective NEO base salary increases for 2024, to align with the market.Approved corporate funding for the 2024 annual bonus at 140% of target, with payouts ranging between 130% and 160% of target, and 2022 Performance Share Units (“PSUs”) at 166.82% 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.

6 2025 Proxy Statement

Proposal 1 Election of directors

The Board of Directors recommends that you vote FOR each nominee.

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 diverse background and experience. Candidates should 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. Ilham Kadri and each of the current directors, other than Lynn L. Elsenhans who has decided not to stand forre-election at the end of her current term, have been nominated for election by the Board upon recommendation by the Governance & Corporate Responsibility Committee and have decided to stand for election.

Ms. Elsenhans has notified the Company and the Board of her decision not to stand forre-election at the 2025 Annual Meeting. Ms. Elsenhans intends to serve on the Board through the date of the 2025 Annual Meeting, and her decision not to stand forre-election is not the result of any disagreement with the Company.

All directors who are elected at the Annual Meeting will serve for aone-year term expiring at the Annual Meeting expected to be held in May 2026; 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 ten 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 ten 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.

Board highlights(1)

Our director nominees exhibit an effective mix of skills, experience, background, and perspective. Our Governance & Corporate Responsibility Committee is actively evaluating candidates and is committed to supporting diverse board membership.

(1)Does not include Lynn L. Elsenhans, who is not standing for re-election at the 2025 Annual Meeting.

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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: 65 | Ethnicity: Caucasian/White | Director since: 2017
Current Committees: Committees Effective May 1, 2025:• Governance & Corporate Responsibility (Member); Finance (Member) • 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. Mr. Beattie served as a director of Fiera Capital Corporation from 2018 to 2023 and a director of Maple Leaf Foods Inc. from 2008 to 2023. Other Public Company Board Memberships in the Past Five Years: None 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 boards, and his technology and risk management expertise.
Abdulaziz M. Al Gudaimi Age: 62 | Ethnicity: Asian/Middle Eastern | Director since: 2024
Current Committees: Committees Effective May 1, 2025:• Governance & Corporate Responsibility (Member); Human Capital and Compensation (Member) • Audit (Member; Audit Committee Financial Expert); Finance (Member)
Biography: Mr. Al Gudaimi worked for Saudi Arabian Oil Company (“Aramco”) for over 38 years, where he held a series of increasingly senior positions and assumed leadership roles in several Aramco-affiliated ventures. In his last role, Mr. Al Gudaimi was Executive Vice President of Corporate Development from 2020 to 2022. He also served as Executive Vice President – Downstream, leading all Aramco downstream refining, chemicals, power, infrastructures, marketing & trading, and retail businesses units of Aramco, and for a time was CEO and President of Aramco Gulf Operation Company and the Director of Gas Venture Development. Mr. Al Gudaimi has also been appointed as a member of the The Consultative Assembly of Saudi Arabia, an advisory council to the King of Saudi Arabia. Mr. Al Gudaimi has served as a director of Banque Saudi Fransi since 2023 and served as a director of S-Oil Corp from 2017 to 2021. Other Public Company Board Memberships in the Past Five Years: None 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, his experience in international markets, and his financial oversight experience as a former CEO.
Gregory D. Brenneman Age: 63 | Ethnicity: Caucasian/White | Director since: 2017
Current Committees: Committees Effective May 1, 2025:• Finance (Chair); Audit (Member; Audit Committee Financial Expert) • Finance (Chair); Governance & Corporate Responsibility (Member)
Biography: Greg Brenneman serves as the Executive Chairman of CCMP Capital Advisors, LP, a private equity firm 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) 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: 68 | Ethnicity: Caucasian/White | Director since: 2020
Current Committees: Committees Effective May 1, 2025:• Human Capital and Compensation (Chair); Audit (Member; Audit Committee Financial Expert) • Human Capital and Compensation (Chair); Governance & Corporate Responsibility (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. Ms. Carroll has served as a director of Glencore plc since 2021 and served on the board of Hitachi, Ltd. from 2013 to 2024. Other Public Company Board Memberships in the Past Five Years: • Pembina Pipeline Corporation (2020 – present) • Century Aluminum Company (2020 – 2021) Qualifications: The Board believes Ms. Carroll’s qualifications to serve on the Board include her leadership and financial 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.

10 2025 Proxy Statement

Michael R. Dumais Age: 58 | Ethnicity: Caucasian/White | Director since: 2022
Current Committees: Committees EffectiveMay 1, 2025:• Governance & Corporate Responsibility (Member); Finance (Member) • Governance & Corporate Responsibility (Chair); Finance (Member)
Biography: Michael Dumais was the Executive Vice President and Chief Transformation Officer of Raytheon Technologies from January 2021 until March 2022. He held senior roles including Executive Vice President of Strategy, Executive Vice President of Operations and Senior Vice President of Strategy at Raytheon Technologies and its predecessor company United Technologies Corporation from 2015 until 2021. Mr. Dumais was the President of United Technologies’ Hamilton Sundstrand Division and Co-President of its Aerospace Systems Division from 2011 until 2015. He also served on the Board of the National Association of Manufacturers from 2018 until 2022. 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.
Shirley A. Edwards Age: 64 | Ethnicity: Caucasian/White | Director since: 2024
Current Committees: Committees EffectiveMay 1, 2025:• Audit (Member; Audit Committee Financial Expert); Human Capital and Compensation (Member) • Audit (Member; Audit Committee Financial Expert); Human Capital and Compensation (Member)
Biography: Shirley Edwards had a 20-year career at EY (formerly Ernst & Young LLP), most recently serving as Global Client Service Partner from 2017 to 2022. During her tenure, she served in both global operational leadership and client serving roles. This included profit and loss ownership and accountability for EY’s nearly $4 billion assurance practice spanning 20 countries across the Americas with 10 regions and over 20,000 professionals, as well as leading client service delivery and people strategy for audit, forensics and financial accounting and advisory services across the Americas. She graduated from Virginia Tech with a BS in Accounting and is a CPA. Other Public Company Board Memberships in the Past Five Years: • Solventum Corp. (2024 – present) • Appian Corp. (2022 – present) Qualifications: The Board believes Ms. Edward’s qualifications to serve on the Board include her leadership experience in various executive roles, and her finance, risk management, sustainability, client service delivery, people strategy, and human resources expertise.
Ilham Kadri Age: 56 | Ethnicity: Caucasian/White | Director effective as of May 1, 2025
Committees EffectiveMay 1, 2025:• Audit (Member; Audit Committee Financial Expert); Human Capital and Compensation (Member)
Biography: Dr. Ilham Kadri has served as Chief Executive Officer of Syensqo S.A. since December 2023, when the Solvay Group separated into two distinct companies: Solvay S.A. and Syensqo S.A. Prior to this separation, Dr. Kadri was Chief Executive Officer of Solvay S.A. from 2019 to December 2023. Prior to Solvay S.A., she was Chief Executive Officer and President of Diversey, Inc., having led the company’s spin off and divestiture to Bain Capital. Dr. Kadri has extensive leadership experience across a variety of industries on four continents and with leading industrial multinationals, including Shell plc, UCB, Huntsman Corporation, Dow Chemical Company and Sealed Air Corporation. Dr. Kadri has served as a director of L’Oréal S.A. since 2021. Other Public Company Board Memberships in the Past Five Years: • A.O. Smith Corporation (2016 – present) Qualifications: The Board believes Dr. Kadri’s qualifications to serve on the Board include her leadership and financial experience as a chief executive officer of a multinational materials company, her extensive international experience (having held executive leadership roles in Europe, the U.S., the Middle East and Africa), her industry knowledge, her service on other public company boards, and her operational, risk management, cybersecurity, environmental, and sustainability expertise.
John G. Rice Age: 68 | Ethnicity: Caucasian/White | Director since: 2017
Current Committees: Committees EffectiveMay 1, 2025:• Audit (Chair; Audit Committee Financial Expert); Finance (Member) • Governance & Corporate Responsibility (Member); Human Capital and Compensation (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. Mr. Rice served on the board of Li & Fung Limited from 2018 to 2020. Other Public Company Board Memberships in the Past Five Years: • American International Group, Inc. (AIG) (2022 – present) 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.

12 2025 Proxy Statement

Lorenzo Simonelli Age: 51 | 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. Mr. Simonelli has served as a director of Iveco Group N.V. since 2021. Other Public Company Board Memberships in the Past Five Years: • CNH Industrial N.V. (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: 66 | Ethnicity: Caucasian/White | Director since: 2023
Current Committees: Committees EffectiveMay 1, 2025:• Audit (Member; Audit Committee Financial Expert); Human Capital and Compensation (Member) • Audit (Chair; Audit Committee Financial Expert); Finance (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.

As of April 1, 2025, three of our 10 directors identified as female, and one of our 10 directors identified as a racial/ethnic minority. Lynn L. Elsenhans has notified the Board of her decision not to stand forre-election at the 2025 Annual Meeting, and Ilham Kadri’s appointment to the Board will be effective as of May 1, 2025. Immediately after the 2025 Annual Meeting, assuming that all director nominees are elected, the total number of directors on the Board will be ten, with 30% female directors and 10% ethnically diverse directors.

Director skills and experience matrix

Skills and Experience
Leadership●●●●●●● ∎●●● ∎●
Finance and Accounting●● p● p●●● p●●●●●
Investor●● p● p●●●●●●●
Industry and Operations● t● t● t● t● t● t● t● t
Technology●●●●●●●●●
Risk Oversight/Cybersecurity●●●●●●●●●●●
Global●●●●●●●●●●●
Environmental and Safety●●●●●●●
Prior BOD Experience●●●●●●●●●●
HR and Talent Development●●●●●●●●●●●
Legal and Corporate Governance●●●●●●●●●●●
Independent●●●●●●●●●●
Sustainability●●●●●●●●●
tDenotes particular expertise in the energy or technology industry
pDenotes formal service in a financial or investment role
∎Denotes public company CEO experience
(1)Lynn L. Elsenhans has notified the Board of her decision not to stand for re-election at the 2025 Annual Meeting, and Ilham Kadri’s appointment to the Board will be effective as of May 1, 2025. Immediately after the 2025 Annual Meeting, assuming that all director nominees are elected, the total number of directors on the Board will be ten.

14 2025 Proxy Statement

Skills and ExperienceApplication to the Company%(1)
LeadershipBusiness and strategic management experience from service in significant leadership position, such as a CEO, CFO or other senior leadership position100%
Finance and AccountingUnderstanding of finance and financial reporting processes100%
InvestorOverseeing investments and decisions91%
Industry and OperationsOperational experience in the industries in which Baker Hughes operates73%
TechnologyDeveloping and investing in new technologies and ideas82%
Risk Oversight/CybersecurityUnderstanding significant risks facing companies, including cybersecurity100%
GlobalNon-U.S. businesses and cultures through living or working outside of the U.S.100%
Environmental and SafetySafety and environmental regulations64%
Prior BOD ExperienceService on other public company boards (including public companies outside of the U.S.)91%
HR and Talent DevelopmentHR and talent development to obtain the most qualified and satisfied employees100%
Legal and Corporate GovernanceLegal and corporate governance issues in which public companies must abide100%
IndependentSatisfies the independence requirements of Nasdaq and the SEC91%
SustainabilityExperience in sustainability matters82%
(1)Includes all director nominees and current directors.

Election and resignation policy

Size and term of Board

Under the provisions of the Fourth Amended and Restated Certificate of Incorporation, dated May 13, 2024 (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.

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 2025 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. This year, we formalized a director training plan that provides our directors with the opportunity to receive training from subject matter experts on various topics that are of importance to our company and shareholders, including, for example on artificial intelligence, sustainability and cybersecurity. The Board also 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 additionally 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, in coordination with the Chair of the Governance & Corporate Responsibility Committee, 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 2025 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.