Baker Hughes Co
For the period ended May 19, 2026. Filed Mar 30, 2026.
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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 19, 2026 · Filed Mar 30, 2026
Contents
Decision-Making Process and Key Inputs
Human Capital and Compensation Committee process
Annually, the Human Capital and Compensation Committee reviews each compensation element for the CEO and each of the other NEOs. The independent consultant to the Human Capital and Compensation Committee provides benchmark data based on the established Compensation Reference Group, as well as, market trends and legislative updates. When reviewing compensation for the NEOs, the Human Capital and Compensation Committee balances each NEO’s scope of responsibilities and experience against competitive compensation levels.
Each January, our CEO meets with the Human Capital and Compensation Committee and with the Board to review Baker Hughes’ performance for the past year. The review focuses on the financial results and the quantitative and qualitative performance objectives from the Strategic Blueprint priorities. At this time, they also review and approve the short-term incentive goals for the upcoming year and new long-term incentive grants.
At each meeting during the year, the Human Capital and Compensation Committee is engaged on the topics related to leadership and talent development, includingin-depth reviews of succession planning for key executive officer roles, including the CEO.
The Human Capital and Compensation Committee has delegated to Baker Hughes’ management certain administrative and investment decision-making authority related to Baker Hughes’ retirement savings plans.
In 2025, our Human Capital and Compensation Committee had six meetings.
Compensation consultant and conflict of interest analysis
The Human Capital and Compensation Committee retains Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant. The services that FW Cook provides, based upon direction from the Human Capital and Compensation Committee, include advising the Human Capital and Compensation Committee on the design of our executive compensation programs and the evolving best practices related thereto, providing market information and analysis regarding the competitiveness of our executive compensation opportunities, conducting compensation risk assessments, providing analysis concerning the equity compensation practices of our reference group, and designing and implementing our compensation program and policies to accomplish our objectives. As described above, FW Cook has also been engaged by the Board to review ournon-employee director compensation program. In 2025, FW Cook did not provide any services to us other than those requested by the Human Capital and Compensation Committee and related to FW Cook’s engagement as the independent consultant to the Human Capital and Compensation Committee.
In accordance with the requirements of Item 407(e)(3)(iv) of Regulation S-K, the Human Capital and Compensation Committee considered the relationships FW Cook had with the Company, the members of the Human Capital and Compensation Committee, and Baker Hughes’ executive officers, as well as the policies that FW Cook had in place to maintain its independence and objectivity, and determined that no conflicts of interest arose concerning the work performed by FW Cook.
Benchmarking
The high level of competition for executive talent magnifies the need to ensure that our executive compensation programs are appropriately positioned against peer companies. To appropriately benchmark compensation and measure performance, Baker Hughes utilizes two primary benchmarking sources: (1) a Compensation “Reference Group” and (2) a Performance “Peer Group.”
Compensation “Reference Group”
The Human Capital and Compensation Committee regularly assesses the market competitiveness of the Company’s executive compensation program based on data from a comparator peer group. The companies comprising the Reference Group include industry peers and companies in the broader energy and general industry sectors with similar business characteristics, size, margins, competition for talent, and other key compensable factors. There are challenges developing a reference group based solely on our industry. The direct industry is small and the majority are significantly smaller in size and scale of operations. Consequently, expansion beyond the direct industry is necessary to maintain a sufficient sample size of suitable comparison companies.
The chart below represents the key criteria that were considered in selecting the Reference Group.
Primary selection criteria
Similar Business Characteristics: global scale, engineering, industrial, and technology applications, multiple divisions, logistical complexity, business services, asset/people intensity, and mature stage business
Labor Market Competitors: Baker Hughes’ market for executive talent extends throughout multiple industries
Scale: Primary – Revenue, Secondary – Market Cap. Generally, within a 1/3x to 3x range but larger comparators may be appropriate if the prior criteria are met
The Reference Group for Baker Hughes is comprised of 27 companies. Baker Hughes is positioned at the median for revenue, similar to our executive compensation which is also aligned with the median of the Reference Group.
Compensation Reference Group
| 27 companies—Blend of General Industry, Capital Intensive and Global Oil & Gas Peers | ||
|---|---|---|
| 3M Company Caterpillar Inc. ConocoPhillips Cummins Inc. Danaher Corporation Deere & Company Devon Energy Corporation Eaton Corporation plc Emerson Electric Co. | EOG Resources, Inc. General Dynamics Corporation GE Vernova Halliburton Company Honeywell International Inc. Illinois Tool Works Inc. International Paper Company Johnson Controls International plc L3Harris Technologies, Inc. | Northrop Grumman Corporation NOV Inc. Occidental Petroleum Corporation PACCAR Inc. Parker-Hannifin Corporation Quanta Services Schlumberger Limited TechnipFMC plc Textron Inc. |
| Used to identify and compare executive pay practices such as pay mix, levels and magnitude, competitiveness, prevalence of long-term incentive vehicles, and pay-for-performance plans. | ||
The Human Capital and Compensation Committee considers executive compensation at these companies as just one among several factors in setting pay. The Committee uses the comparative data as a reference point in exercising judgment about compensation types and amounts, generally referencing the median of the appropriate peer group. The use of Reference Group proxy data and published survey data in both the general industry and the energy industry satisfies the need for both statistical validity and industry factors. The Reference Group data is used to assess the competitive market value for executive jobs, assess pay practices, validate targets for pay plans, test the compensation strategy, observe trends, and provide a general competitive backdrop for decision making.
Performance “Peer Group”
The Human Capital and Compensation Committee assesses the Company’s long-term performance in part through PSUs based on the companies in the OSX index (plus TechnipFMC) each year to align with the wider portfolio of Baker Hughes. Because of the technical nature of the industry, cyclical nature of the markets, high labor needs, capital requirements, and changing portfolio, for the PSU awards in 2025, the Human Capital and Compensation Committee believed the oilfield service companies in the OSX index, TechnipFMC and S&P 500 Industrials index (median performing company) provided the best competitive comparison for benchmarking performance over the long-term and competing for similar shareholder investments.
The FCF conversion metric is measured against the OSX index and TechnipFMC, and the TSR modifier is measured against OSX Index, TechnipFMC and S&P 500 Industrials index (median performing company).
52 2026 Proxy Statement
The Committee reviews this peer group at least annually, including to consider whether this peer group should evolve over time in conjunction with a shifting portfolio.
Performance Peer Group
| Cactus, Inc. Core Laboratories N.V. Golar LNG Limited Halliburton Company Heimerich & Payne, Inc Innovex International, Inc. | Nabors Industries Ltd. NOV, Inc. Oceaneering International, Inc. Oil States International, Inc. Schlumberger Limited Tidewater Inc. | TechnipFMC plc Transocean Ltd. USA Compression Partners LP Weatherford International plc S&P 500 Industrials Index (median performing company)1 |
|---|
| 1 | S&P 500 Industrials index (median performing company) is an additional peer for the TSR Modifier only. |
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