Baker Hughes Co
For the period ended May 19, 2026. Filed Mar 30, 2026.
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May 19, 2026 · Filed Mar 30, 2026
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 March 31, 2026. 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 March 31, 2026. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement carefully before voting.
2026 Annual Meeting information
| When: | Virtual Meeting Access: | ||
| Tuesday, May 19, 2026 8:00 a.m. CDT* | To attend, register at www.proxydocs.com/bakerhughes |
Virtual Meeting
The Board has determined that the 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. | Proposal | Board Recommendation | Page Reference (For More Detail) | Even if you plan to attend the meeting via live webcast, we urge you to vote in advance using one of these voting methods |
| 1 | The election of directors | FOR EACH NOMINEE | 7 | Registered holders 1-855-658-0965 Beneficial holders Follow instructions provided by your broker, bank, or other nominee |
| 2 | An advisory vote related to the Company’s executive compensation program | FOR | 72 | Registered holders www.proxypush.com/bakerhughes Beneficial holders Follow instructions provided by your broker, bank, or other nominee |
| 3 | The ratification of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026 | FOR | 75 | Mail your signed proxy card or voting instructions to the address listed on the envelope |
| 4 | The approval of the Baker Hughes Company 2026 Long-Term Incentive Plan | FOR | 76 | |
| 5 | The approval of the Second Amended and Restated Baker Hughes Company Employee Stock Purchase Plan | FOR | 82 | |
| 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 19, 2026 Baker Hughes’ 2026 Proxy Statement and Annual Report to Shareholders for the year ended December 31, 2025 (“2025 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.
2025 operational highlights
In 2025, Baker Hughes produced record-breaking financial results, realizing the successes of the strategy announced in the fall of 2022. Further establishing ourselves as a leading industrial and energy technology company, we delivered an outstanding year, driving continued progress through our Business System. Industrial & Energy Technology (“IET”) ended the year with a record $14.9 billion of orders, resulting in abook-to-bill of 1.1x and a Remaining Performance Obligation (“RPO”) of $32.4 billion. Notably, this marked the sixth consecutive year of IET RPO growth. Oilfield Services & Equipment (“OFSE”) revenue fell 8% to $14.3 billion, while EBITDA of $2.62 billion resulted in resilient margins of 18.3%, effectively flat year-over-year despite the meaningfultop-line decline. This margin resilience despite ongoing macro-related headwinds is reflective of our continued cost discipline and structural actions to remove duplication across the segment, preserving profitability through cycle downturns. With a stronger portfolio, improved execution, and exposure to durable industrial and energy growth trends, we are confident in our strategy and committed to continue creating long-term value for shareholders.
| Performance | Technology and Innovation | Sustainability and Leadership |
|---|---|---|
| $29.6B in orders | $600M in research and development | AA rating by MSCI |
| 10% increase in adjusted EPS* | >1,400 patents granted worldwide in ‘25 | 29.3% reduction in Scope 1 & 2 GHG emissions*** |
| 5% increase in adjusted EBITDA* | $2.0B in new energy orders | 201 HSE Perfect Days**** |
| $2.73B** free cash flow* | ||
| $1.3B cash returned to shareholders | ||
| * | 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 |
| ** | 21% increase year-over-year |
| *** | 2024 actual compared to 2019 base year |
| **** | An HSE Perfect Day is a day without injury, vehicle accidents, or harm to the environment |
Our Vision & Strategy
With our diverse portfolio, leading technology and clear purpose to make energy safer, cleaner and more efficient, Baker Hughes is rewriting The Energy Equation™ by delivering advanced solutions across industrial and energy markets. By integrating health, safety & environment (“HSE”) into everything we do, we protect our people, our customers, and the environment.
Rewriting The Energy Equation™ defines the inseparable link between industrial outcomes and the energy systems that power them. Industrial growth is driving structural increases in energy demand, alongside rising expectations for cleaner and efficient energy solutions. Meeting this increasing demand will require a diversified and integrated energy system that draws on the full spectrum of energy sources.
Baker Hughes plays a critical role by deploying technology across industrial energy, oil and gas, liquefied natural gas (“LNG”), power generation, renewables, and new energy – integrating multiple energy sources to deliver solutions that enhance efficiency, reduce emissions, and support the advancement of global energy infrastructure to meet the demands of industrial progress. Within this context,
2 2026 Proxy Statement
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 is based on three key pillars: transform the core, drive profitable growth, and deliver results in new energy. 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. Sustainability is rooted in the framework 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, people are at the heart of what we do, and their adaptability is essential to fostering creativity and developing solutions that keep the Company at the forefront of the industry. As of December 31, 2025, we had approximately 56,000 employees. More than 45,000 of our employees work outside the U.S. in over 85 different countries with more than 150 nationalities represented. This global composition underscores our ability to respond effectively to customer needs across markets.
In 2025, we advanced our unified talent strategy: a comprehensive approach to human capital management designed to attract, develop, and retain talent. This strategy provides broad opportunity for leadership development opportunities and strengthens governance around performance development, succession planning, talent assessment, individual development plans, and mobility. It supports recruitment and retention of high-caliber candidates through career pathways, upskilling initiatives, and a positive work culture.
We believe that a global and inclusive workforce is essential to organizational success, innovation, and resilience. By integrating talent management processes, we enhance the employee experience through development opportunities and a supportive environment that fosters growth and creativity. Agility remains critical in the energy sector, and our approach ensures a flexible, skilled workforce capable of adapting to market conditions. We continue to prioritize internal mobility, which reinforces long-term career opportunities. Leadership remains accountable for embedding our culture across the enterprise, with measurable outcomes, transparent goals, and clear accountability supporting a stronger, more innovative future.
Compensation and Benefits: We follow a pay-for-performance philosophy and are committed to providing fair and equitable compensation across the organization. We regularly benchmark our total compensation and benefits against industry peers and local markets to ensure competitiveness and equity. Core offerings include healthcare coverage, life insurance, retirement savings plans, disability coverage, and leave options to support family care and quality-of-life needs.
We also provide comprehensive wellness programs designed to promote physical, mental, and emotional wellbeing. These include preventive health initiatives, fitness and wellness resources, counseling services, and employee assistance programs. Flexible work arrangements – such as hybrid schedules, compressed work weeks, and remote work options – are available to support engagement and retention. In addition, recognition programs, career development support, and community engagement initiatives strengthen employee connections and reinforce our culture.
Together, these compensation, benefits, and wellness programs reflect our commitment to fair treatment, employee wellbeing, and long-term organizational success.
Learning and Development: Learning and Development at Baker Hughes empowers employees to grow through continual attainment of knowledge, skills, and expertise that drive both professional and personal success. In 2025, we launched the Unified Learning Framework, guided by our Talent Empowerment Strategy, to provide a structured yet flexible approach to development. It addresses the needs of individual contributors, leaders, identified talent, and executives while aligning learning with performance, succession planning, and Individual Development Plans.
This holistic framework ensures learning is embedded in career progression, strengthens leadership pipelines, accelerates readiness for complex roles, and builds a future-ready workforce. Learning and Development is a personal journey at Baker Hughes.
Diversity, Inclusion and Belonging: At Baker Hughes, we believe that varied perspectives drive innovation and strengthen our long-term success. We are committed to maintaining an inclusive and safe workplace, supported by learning and development programs, competitive compensation and benefits, health and wellness initiatives, and opportunities that connect employees with their communities. These elements are critical to our business success and our mission of advancing energy solutions for our customers and the industry. Our Diversity, Inclusion, and Belonging framework builds teams that reflect the stakeholders and communities we serve globally, while fostering respect and uniting around our shared purpose. In 2025, we advanced these priorities through initiatives such as the People First program, which expanded to eighteen languages to make our culture accessible across geographies. We also collaborate across the organization and with community partners to support our workplace culture and integrate these efforts into daily work practices, including nominating charitable organizations for grants from the Baker Hughes Foundation (the “Foundation”).
We recognize that inclusion is not only a matter of respect but a strategic advantage that fosters innovation and enhances performance. Our enterprise-wide strategy ensures that we remain focused on building a stronger, more inclusive organization for all employees.
Health, Safety, Environment, and Wellness: HSE is at the core of our culture as we are committed to doing the right thing to protect our employees, customers, the communities where we live and work, and the environment. We take a risk-based approach with proactive and preventive programs to deliver safe, secure, and sustainable operations. We have established a stringent set of standards which meet or exceed global HSE regulatory requirements.
Our commitment to HSE starts at the highest levels of our Company and is embedded throughout all layers of the organization. We encourage and empower all employees to take an active role in “owning” HSE by stopping work when conditions and/or behaviors are unsafe and reporting through open reporting channels. Our ambition is to ensure each day we operate without serious injuries, accidents, or harm to the environment. Employees are required to complete recurring HSE training to bring awareness to potential hazards, regulatory obligations, and performing activities safely. We offer over 260 HSE courses, including foundational training required for all employees, workplace andjob-specific training, and human-performance leadership training for managers.
Our commitment to HSE goes beyond safety alone. Occupational health and wellness is a key competency jointly managed within our HSE and Human Resources teams. The importance of physical health, ergonomics, preventative health care, and mental wellness cannot be overstated in promoting a healthy, engaged, and productive workplace. We work with our health benefit providers and internal teams to offer employees health and wellness programs, telemedicine access, health screenings, immunizations, fitness reimbursements, and virtual wellness tools. Focus areas in 2025 included ergonomic injury prevention, heart health, and wellbeing.
While ergonomic injuries are not prevalent globally in our operations, we recognize the importance of prevention to alleviate potential for lasting impacts to employees related to recovery and medical intervention. In 2025, we assessed several years of data to evaluate our ergonomic risk factors across operational sites and collaborated with our global teams to share learnings and best practices to reduce risk throughpre-job evaluations, stretching programs for employees, and task-oriented assessments to further reduce risk through elimination or modification of tasks, replacement of tools, and workstation modifications.
Heart health of our employees was a focus in 2025, with our Your Heart Matters campaign offering education and resources to empower employees to make heart health a priority. Several employee engagement sessions were offered, featuring medical experts and employees who provided their personal journeys related to heart events. Additionally, monthly messaging was shared with employees on key topics including risk factors, diagnostic resources, stress management, nutrition, and exercise. We also focused on the importance of preparedness across our sites regarding lifesaving equipment, training, and drills to help our employees recognize and act in the event of an emergency. We are pleased to hear feedback from employees who were inspired by the campaign and took steps that led to diagnosis and preventative medical support.
In 2025, the mental health and emotional wellbeing of our employees remained a critical priority. Following a wellbeing survey issued to employees, we held numerous discussions with teams to discuss results and committed to drive company-wide initiatives to better support mental wellbeing. Baker Hughes held a wellbeing week featuring broadcasts andin-person events with significant employee participation. We also offered a new training program for managers designed to enhance and support mental wellbeing in the workplace. Our Employee Assistance Program provided employees and their family members direct access to professional coaches forin-the-moment counseling or referrals to community experts and extended care providers to navigate daily life and cope with major life events.
Community Involvement: We seek to make a positive impact in the communities where we operate worldwide. Consistent with our purpose and values, we focus on advancing environmental quality, educational opportunities, health, and wellness. We contribute through financial support, in-kind donations of goods and services, and employee volunteer projects that strengthen local communities.
The Foundation plays a central role in our community engagement by making strategic philanthropic contributions, matching employee charitable donations, and awarding volunteer recognition grants for outstanding service. In 2025, the Foundation supported initiatives aligned with our sustainability priorities, including environmental stewardship; Science, Technology, Engineering, and Mathematics, or STEM, education; and health and wellness programs. The Foundation also partners with local organizations to deliver community projects that address specific regional needs.
Employee involvement is a cornerstone of our approach. Through volunteerism and community engagement programs, our workforce helps extend the Company’s impact beyond business operations. These efforts reinforce our culture of responsibility and demonstrate our commitment to building stronger, more resilient communities across the globe.
4 2026 Proxy Statement
Planet
Sustainability: For us, sustainability means advancing energy technologies that reduce emissions, enhance efficiency, and deliver long-term value to stakeholders. Our planet-centered strategy focuses on operational improvements and innovative technologies to lower our environmental impact while expandinglow-carbon solutions for customers. We recognize climate change as both a challenge and an opportunity, and our commitments are centered on emissions reduction.
We have set clear targets to cut Scope 1 and 2 carbon dioxide equivalent emissions by 50% by 2030 and to achieve carbon dioxide equivalentnet-zero emissions by 2050, in alignment with the Paris Agreement and the recommendations of the United Nations (“UN”) Intergovernmental Panel on Climate Change.
Our continued alignment strengthens our efforts to mitigate climate risk, accelerates our role in carbon reduction, and unlocks growth across industrial and energy markets. Progress toward these goals is demonstrated in our 2024 Corporate Sustainability Report, where we reported a 29.3% reduction in Scope 1 and 2 emissions compared to our 2019 base year, alongside a 39.5% intensity reduction. Key initiatives supporting these results include facility consolidation, increased use of renewable electricity, infrastructure upgrades, and electrification of our vehicle fleet.
Our sustainability approach extends across the value chain, engaging suppliers through assessments and partnerships to strengthen resilience and performance. We strive to minimize our environmental footprint, uphold the highest standards of integrity, and foster an inclusive company for all our stakeholders. We also emphasize the importance of our people by focusing on talent development, employee well-being, inclusion, and community engagement, recognizing that our success is intrinsically linked to the strength of our workforce.
Strong governance underpins our sustainability strategy. We maintain audited and assured reporting processes to ensure transparency and accountability for stakeholders and investors. Our commitments include participation in the UN Global Compact and alignment with its Ten Principles and Sustainable Development Goals, reaffirmed annually since 2019.
Principles
In the conduct of all of our activities, we are committed to maintaining our core values, as well as high safety, ethical, and quality standards as also reported in our Quality Management System. We believe such a commitment is integral to running a sound, successful, and sustainable business.
Ensure sustainable governance: The Board believes the purpose of corporate governance is to maximize shareholder value in a manner consistent with legal requirements and the highest standards of integrity. The Board has adopted and adheres to corporate governance practices, which the Board and management believe promote this purpose, are sound, and represent best practices. The Board periodically reviews these governance practices, Delaware law (the state in which the Company is incorporated), the rules and listing standards of the Nasdaq Stock Market LLC (“Nasdaq”) and U.S. Securities and Exchange Commission (“SEC”) regulations, as well as best practices suggested by recognized governance authorities.
The Board monitors and provides oversight over our sustainability policies, programs, and practices regarding corporate responsibility and plays an active role in overseeing our human capital management efforts. The Board sets high standards for the Company’s officers, directors, and employees to do the right thing, always. These standards include the Company’s code of conduct (“Code of Conduct”), policies, and procedures. Strong corporate governance is the cornerstone of our strategy and helps guide our business in a principled, ethical way. The duty of the Board is multifaceted. The Board serves as a prudent fiduciary to maximize shareholder value, champion compliance and ethics, and foster sustainable governance. The Board believes that safety, health, integrity, compliance, and human rights are foundational elements of our culture.
Champion compliance and ethics: In a global business environment where trust and transparency are more important than ever, our commitment to integrity is what sets Baker Hughes apart. It is the foundation of every relationship we build – with our colleagues, our customers, our partners, and the communities where we operate. We devote significant resources to maintain a comprehensive global ethics and compliance program, which is designed to prevent, detect, and appropriately respond to any potential violations of the law, the Code of Conduct, and other Company policies and procedures.
Uphold the highest health, safety and environmental standards: HSE principles are embedded in everything we do and how we work—from protecting the safety of our teams, operations and the environment, to maintaining compliance with external parties, customers and regulatory requirements.
Our commitment to HSE starts at the top levels of our Company and is embedded throughout all layers of the organization. Our SVP of Enterprise Operations Excellence, in partnership with our Enterprise HSE Leader, is responsible for our HSE systems and standards. Everyone at Baker Hughes plays a role in driving our culture to promote a safe, clean and productive environment to protect our team, deliver for our customers and minimize our environmental impact. Continuous learning, strong leadership and ongoing dialogue are essential to this process, and our leaders play a critical role. Leadership engagements are one way we do this. These required monthly sessions are aimed at driving accountability while providing a consistent format for leaders to engage with their teams and track progress to make improvements over time.
Strive for principled, differentiated and inclusive 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 for and monitor compliance of HSE performance, ethical conduct relating to human rights, fair treatment of workers, and security. In addition, the program seeks to prevent, detect and appropriately respond to any potential violations of the law or Company policies.
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 SEC.
Director nominee highlights
The ten director nominees, if elected, will serve aone-year term expiring at the Company’s 2027 Annual Meeting of Shareholders (the “2027 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 | Age(1) | DirectorSince | AC | FC | GCR | HCC | Independent |
| Lorenzo Simonelli Chairman, President and CEO Baker Hughes Company | 52 | 2017 | N/A | N/A | N/A | N/A | No |
| John G. Rice* Former Chairman GE Gas Power | 69 | 2017 | ● | ● | Yes | ||
| Abdulaziz M. Al Gudaimi Former Executive Vice President Saudi Arabian Oil Company | 63 | 2024 | ● | ● | Yes | ||
| W. Geoffrey Beattie Chief Executive Officer Generation Capital | 66 | 2017 | ● | ● | Yes | ||
| Gregory D. Brenneman Executive Chairman CCMP Capital Advisors, LP | 64 | 2017 | ● | Yes | |||
| Cynthia B. Carroll Former Chief Executive Officer Anglo American plc | 69 | 2020 | ● | Yes | |||
| Michael R. Dumais Former Executive Vice President & Chief Transformation Officer RTX Corporation (formerly Raytheon Technologies Corporation) | 59 | 2022 | ● | Yes | |||
| Shirley A. Edwards Former Partner EY (formerly Ernst & Young LLP) | 65 | 2024 | ● | ● | Yes | ||
| Ilham Kadri Former Chief Executive Officer Diversey, Solvay, Syensqo | 57 | Nominee(2) | ● | ● | Yes | ||
| Mohsen M. Sohi Former Chief Executive Officer Freudenberg and Co. | 67 | 2023 | ● | Yes | |||
| ● Member | Chair * Lead Independent Director |
|---|
| AC Audit Committee | FC Finance Committee | GCR Governance & Corporate Responsibility Committee |
|---|---|---|
| HCC Human Capital and Compensation Committee | ||
| (1) | Ages listed are as of May 19, 2026. |
| (2) | Ilham Kadri is not a current director on the Board, and the indicated committee memberships are her proposed committee memberships following the Annual Meeting, if elected. |
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The Board of Directors recommends that you vote FOR each nominee.
In analyzing director nominations, the Governance & Corporate Responsibility Committee strives to recommend candidates whose backgrounds and experience, when considered collectively, support effective Board oversight. 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 in carbon reduction.
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 was recommended for consideration by a third-party search firm. Dr. Kadri and each of the current directors have been nominated for election by the Board upon recommendation by the Governance & Corporate Responsibility Committee and have decided to stand for election.
All directors who are elected at the Annual Meeting will serve for a one-year term expiring at the 2027 Annual Meeting; 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 “Board 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
Our director nominees exhibit an effective mix of skills, experience, and perspectives. Our Governance & Corporate Responsibility Committee actively evaluates candidates to support a well-qualified and effective Board.
| (1) | Including director nominee Ilham Kadri. |
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Board nominees for director
The following table sets forth each nominee director’s name, principal occupation and prior work experience, including any public company directorship experience pursuant to Item 401(e)(2) of Regulation S-K, 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
| Lead Independent Director Age: • 69 Director Since: • 2017 Other Public Directorships (Past Five Years): • American International Group, Inc. (NYSE: AIG) (since 2022) Committees: • Governance & Corporate Responsibility (Member) • Human Capital and Compensation (Member) Education: • B.A., Economics, Hamilton College | John G. Rice | |
| Reasons for Nomination: John G. Rice brings nearly four decades of global leadership experience across energy, infrastructure and industrial technology, with a career defined by scaling complex businesses, executing disciplined capital allocation and leading through industry transitions. As Lead Independent Director and through his service on other public company boards, Mr. Rice contributes seasoned judgment in strategy, governance and risk management, supporting the Board’s stewardship of long-term shareholder value. Key Skills and Qualifications: | ||
| * NACD Cybersecurity Oversight • During his tenure as CEO of GE Energy, Mr. Rice led the acquisition of Enron Wind out of bankruptcy for $250 million in 2002, transforming it into a scaled, commercially viable renewable-energy business and establishing a durable growth platform within GE’s energy portfolio, which generated nearly $8 billion in revenues by 2017. • As Vice Chairman of GE’s Global Growth Organization (GGO), Mr. Rice expanded the company’s international footprint from 92 to 180 countries and oversaw global operations that generated nearly ~60% of GE’s total revenues. His leadership across regions including Asia and North America provides the Board with deep insight into global execution, geopolitical complexity and localized market strategy. • Mr. Rice has overseen significant periods of industry transition, market volatility and cyclical headwinds in the energy and power generation markets, equipping him with invaluable perspectives on building portfolio resilience, operational response and technology-driven growth in dynamic energy markets. Career Highlights: General Electric Company (NYSE: GE) • Non-Executive Chairman, GE Gas Power (2018-2020) • Vice Chairman (2005-2018) • President and Chief Executive Officer, GE Global Growth Organization (2010-2017) • President and Chief Executive Officer, GE Technology Infrastructure (2007-2010) • Vice Chairman, GE industrial and infrastructure businesses (2005-2007) • President and Chief Executive Officer, GE Energy (2000-2005) |
| Independent Age: • 63 Director Since: • 2024 Other Public Directorships(Past Five Years): • None Other Directorships and Affiliations: • Banque Saudi Fransi (TADAWUL:1050.SR)(since 2023) • Repsol EP (since 2023) • Vision Invest (since 2023) Committees: • Audit (Member; Audit Committee Financial Expert) • Human Capital and Compensation (Member) Education: • B.S., Petroleum Engineering, King Fahad University for Petroleum and Minerals (KFUPM) • MBA, Massachusetts Institute of Technology | Abdulaziz M. Al Gudaimi | |
| Reasons for Nomination: Abdulaziz M. Al Gudaimi is a seasoned global energy executive with over 35 years of experience leading large-scale operations and advancing technology-enabled energy and infrastructure initiatives across the Middle East and North Africa (MENA) region and international markets. He brings deep expertise in the energy and chemicals industries, strategic transactions, portfolio optimization and capital allocation, in addition to a strong track record of championing innovation, digital transformation and emerging technologies to drive operational excellence. Key Skills and Qualifications: | ||
| • Mr. Al Gudaimi has led complex international energy and industrial operations spanning refining, chemicals, power systems and upstream ventures. His experience includes oversight of major cross-border infrastructure projects and the development of integrated energy and industrial growth strategies at Aramco. • Throughout his career at Aramco, Mr. Al Gudaimi spearheaded the development of multiple world-scale joint ventures with global leaders, including Dow, Total, ConocoPhillips and Sumitomo, and led several strategic transactions, including the $69.1 billion acquisition of a 70% stake in Saudi Basic Industries Corporation (SABIC). • Drawing on his industrial and financial expertise, Mr. Al Gudaimi advises on capital-intensive, decarbonization and technology-enabled energy and infrastructure investments across MENA at EIG Partners, a global private energy investments company. Career Highlights: EIG Partners • Senior Advisor and Chairman, MENA Operations (since 2023) Saudi Arabian Oil Company (“Aramco”) (TADAWUL:2222) • Executive Vice President, Corporate Development (2020-2022), Downstream (2015-2020) • Senior Vice President, Power Systems (2013-2015), Corporate Planning (2013), Chemicals (2009-2012), New Business Development (2007-2009), Northern Oil Operations (2006-2007) • Chief Executive Officer and President, Aramco Gulf Operations Company (2004-2006) • Various positions of increasing responsibility (1996-2004) |
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| Independent Age: • 66 Director Since: • 2017 Other Public Directorships(Past Five Years): • None Other Directorships and Affiliations: • Fiera Capital Corporation (OTCMKTS:FRRPF) (2018-2023) • Maple Leaf Foods Inc. (OTCMKTS:MLFNF) (2008-2023) Committees: • Governance & Corporate Responsibility (Member ) • Finance (Member) Education: • Bachelor Degree, Western University • JD, Western University • Honorary Doctorate, Western University | W. Geoffrey Beattie | |
| Reasons for Nomination: W. Geoffrey Beattie is a seasoned investment professional with deep expertise in capital allocation and corporate transactions. Drawing on his senior leadership experience at leading investment organizations, including as chief executive officer at two investment companies, and background in law, he provides a rigorous, investor-focused perspective to Board oversight, with strength in strategic decision-making, risk management and regulatory compliance. Key Skills and Qualifications: | ||
| • As Chief Executive Officer of Generation Capital and Chairman of Relay Ventures, Mr. Beattie has directed capital deployment strategies across diverse investment portfolios, guiding growth initiatives and exercising rigorous investment discipline to support sustainable, long term returns. • Mr. Beattie played a central role in Thomson Corporation’s landmark $17 billion acquisition of Reuters Plc, one of the most significant transactions in the global professional information services sector. Following the transaction, his private investment fund became the majority shareholder of the combined publicly traded company, which at the time held an estimated 34% share of the global financial data market, creating strategic and financial value at scale. • Earlier in his career, Mr. Beattie spent more than a decade as a partner at Torys LLP, a leading international business law firm, advising on major corporate transactions, governance matters, and regulatory issues. This legal foundation has informed his approach to investment decision-making and strengthened his effectiveness in overseeing compliance, regulatory risk, and corporate governance frameworks at the board level. Career Highlights: Generation Capital • Chief Executive Officer (since 2013) Relay Ventures • Chairman (since 2013) Woodbridge Company Limited • Deputy Chairman, Thomson Reuters (2000-2013) • President and Chief Executive Officer (1998-2012) Torys LLP • Partner (1984-1997) |
| Independent Age: • 64 Director Since: • 2017 Other Public Directorships: • The Home Depot, Inc.(NYSE: HD) (since 2000) • Hayward Holdings, Inc.(NYSE: HAYW) (2021-2023) • Ecovyst Inc. (NYSE:ECVT)(2014-2022) Other Directorships and Affiliations: • Milacron Holdings Corp. (formerly NYSE: MCRN) (2012-2017) Committees: • Finance (Chair) • Governance & Corporate Responsibility (Member) Education: • B.B.A. in Accounting and Finance, Washburn University • MBA, Harvard University | Gregory D. Brenneman | |
| Reasons for Nomination: Gregory D. Brenneman is a seasoned executive, investor and public company director with expertise in corporate turnarounds, capital allocation and value creation across global enterprises. He brings more than three decades of experience capitalizing on market opportunities and leading organizations through periods of significant strategic and operational change. Key Skills and Qualifications: | ||
| • Over more than two decades, Mr. Brenneman has overseen more than $4.5 billion in private equity investments, driving value through active portfolio oversight. He brings deep investment strategy and capital allocation expertise as Executive Chairman of CCMP Capital Advisors and founder of TurnWorks, a private equity firm focused on corporate turnarounds. • Mr. Brenneman has led major corporate transformations designed to capitalize on market opportunities, improve revenue performance, accelerate product and service innovation and reshape corporate culture at companies including Continental Airlines, Quiznos and Burger King. At Burger King, he oversaw the repositioning of the business and preparation for a successful public offering. • Mr. Brenneman led the strategic realignment of PwC Consulting, the management consulting division of PricewaterhouseCoopers, and executed its $3.5 billion sale to IBM, demonstrating his ability to structure and close large-scale deals, while navigating operational separation and execution risk. Career Highlights: CCMP Capital Advisors, LP • Executive Chairman (since 2016) • President and Chief Executive Officer (2015-2016) • Chairman (2008-2016) TurnWorks, Inc. • Founder, Chairman and Chief Executive Officer (since 1994) Quiz Holdings, LLC • President and Chief Executive Officer (2007-2008) Burger King Corporation • Chief Executive Officer (2004-2006) PricewaterhouseCoopers Consulting • President and Chief Executive Officer (2002) Continental Airlines, Inc. (Former NYSE:CAL) • President and Chief Operating Officer (1995-2001) |
12 2026 Proxy Statement
| Independent Age: • 69 Director Since: • 2020 Other Public Directorships(Past Five Years): • Pembina Pipeline Corp. (NYSE:PBA) (since 2020) • Century Aluminum Co. (Nasdaq:CENX) (2020-2021) Other Directorships and Affiliations: • Glencore plc (OTCMKTS:GLNCY) (since 2021) • Hitachi, Ltd. (OTCMKTS:HTHIY) (2013-2024) • BP plc (NYSE: BP)(2007-2017) Committees: • Human Capital and Compensation (Chair) • Audit (Member) Education: • B.S., Geology, Skidmore College • M.S., Geology, University of Kansas • MBA, Harvard University | Cynthia B. Carroll | |
| Reasons for Nomination: Cynthia B. Carroll provides the Board with extensive executive leadership, industry knowledge and governance expertise shaped by more than three decades across global mining and resource enterprises. Her track record demonstrates her ability to oversee complex global operations through strategic change, embedding a strong safety culture while balancing capital intensive priorities, stakeholder expectations and long-term value creation. Key Skills and Qualifications: | ||
| • As former Chief Executive Officer of Anglo American, one of the world’s largest and most diversified global mining companies employing over 160,000 people, Ms. Carroll led a comprehensive company-wide transformation to strengthen operational discipline and embed a ‘zero harm’ safety standard, reshaping corporate culture and governance. She reduced organizational complexity and sharpened strategic focus on core assets, reinforcing capital discipline and positioning the company for sustainable growth through commodity cycles. • Under Ms. Carroll’s leadership, Anglo American became a top-20 FTSE 100 company, supported by rigorous cost management and operational effectiveness. Her tenure included major strategic portfolio actions, such as the acquisition of an additional 40% stake in De Beers, taking Anglo’s interest to 85% of the world’s leading diamond company; the divestiture of $4.2 billion of non-core assets; and the $1.15 billion acquisition of a 49% stake in the Minas-Rio iron ore project in Brazil. • At Alcan, Ms. Carroll led the company’s Primary Metal Group, which accounted for approximately 75% of its earnings and $12 billion in revenue, overseeing large-scale production assets, global supply chains and power-intensive operations. Her leadership emphasized operational excellence, cost competitiveness, and the integration of newly acquired assets and leading-edge technologies, contributing to improved performance at scale. Career Highlights: Anglo American plc (LSE: AAL) • Chief Executive Officer (2007-2013) Alcan Aluminum Corporation (formerly NYSE:AL) • President and Chief Executive Officer, Primary Metal Group (2002-2006) • President, Bauxite, Alumina and Specialty Chemicals division (1998-2001) • Other various management positions (1989-2001) Amoco Corporation (now NYSE:BP) • Petroleum Geologist (1982-1987) |
| Independent Age: • 59 Director Since: • 2022 Other Public Directorships(Past Five Years): • None Committees: • Governance & Corporate Responsibility (Chair) • Finance (Member) Education: • B.S., Electrical Engineering, Virginia Tech University • M.S., Electrical Engineering, University of Pennsylvania • MBA, The Wharton School - University of Pennsylvania | Michael R. Dumais | |
| Reasons for Nomination: Michael R. Dumais brings deep operations, strategy and finance expertise, shaped by more than 20 years of leading significant business transformations and digital modernization initiatives across global, technology-enabled enterprises. His experience overseeing industrial organizations with mission-critical engineered products, aftermarket services and complex manufacturing and supply-chain operations provides a highly relevant perspective on Baker Hughes’ products and service portfolios, execution priorities and shareholder value creation. Key Skills and Qualifications: | ||
| • As Chief Transformation Officer of RTX Corporation (formerly Raytheon Technologies Corporation), Mr. Dumais led value-accretive acquisitions and divestitures and led the integration of United Technologies and Raytheon following their $75 billion merger, achieving over $1 billion in annual gross cost synergies by the end of his tenure. • Mr. Dumais oversaw RTX’s enterprise-wide transformation, implementing advanced digital operating models that improved efficiency and enhanced customer solutions. He served as Chairman of RTX’s Forcepoint cybersecurity JV and founded RTX Ventures, the company’s corporate venture capital arm, focused on strategic investments and licensing partnerships with emerging high-technology companies to accelerate innovation and expand pathways for long-term growth. • As President of United Technologies Corporation’s Hamilton Sundstrand Division, Mr. Dumais was responsible for a multi-billion-dollar aerospace and industrial systems portfolio, with oversight of global supply chain, technology, product development and customer service. In this role, he drove operational execution across complex, mission-critical businesses serving a global customer base. Career Highlights: RTX Corporation (formerly Raytheon Technologies Corporation) • Executive Vice President and Chief Transformation Officer (2021-2022) • Executive Vice President, Strategy (2020-2021) United Technologies Corporation (former NYSE: UTX, merged with Raytheon in 2020) • EVP Operations, Strategy & Corporate Development (2018-2020) • Senior Vice President, Strategy & Corporate Development (2015-2018) • President, Hamilton Sundstrand Division and Co-President, UTC Aerospace Systems Division (2011-2015) |
14 2026 Proxy Statement
| Independent Age: • 65 Director Since: • 2024 Other Public Directorships(Past Five Years): • Solventum Corp. (NYSE:SOLV) (since 2024) • Appian Corp. (Nasdaq:APPN) (since 2022) Committees: • Audit (Member; Audit Committee Financial Expert) • Human Capital and Compensation (Member) Education: • B.S., Accounting, Virginia Tech University | Shirley A. Edwards | |
| Reasons for Nomination: Shirley A. Edwards brings deep, proven leadership in financial oversight, enterprise risk management, governance and large-scale operations, gained through her senior executive roles spanning both global operational leadership and complex client-service engagements. As a Certified Public Accountant, she has financial acumen and a disciplined, risk-informed perspective that strengthens the Board’s oversight of a capital-intensive, technology-enabled and highly regulated global enterprise. Key Skills and Qualifications: | ||
| • As a Senior Partner at EY, Ms. Edwards held full P&L responsibility for the firm’s nearly $4 billion Assurance practice across the Americas, spanning 20 countries, 10 regions and more than 20,000 professionals. She drove sustained, profitable growth through operational rigor, margin discipline and innovative, technology-enabled services, developing enterprise-level experience managing scale and complexity. • Ms. Edwards led client service delivery for audit, forensics, financial accounting and advisory services across highly complex multinational organizations. Her deep expertise in global financial reporting, internal controls, enterprise risk management and regulatory compliance strengthens the Board’s oversight of financial integrity, disciplined governance and decision making. • With extensive experience in senior leadership roles guiding organizational transformations, change management initiatives and workforce capability building, Ms. Edwards has led efforts to design and implement strong governance practices, particularly during periods of significant structural and operational change. She has also held leadership roles in technology-enabled environments, where she was responsible for overseeing technology strategy and managing digital and cybersecurity risks in alignment with long-term business objectives. Career Highlights: EY (formerly Ernst & Young LLP) • Partner (2002-2022) Arthur Andersen • Roles of increasing responsibility, including as Partner (1982-2002) |
| Independent Age: • 57 Director Since: • Nominee Other Public Directorships(Past Five Years): • A.O. Smith Corporation (NYSE:AOS) (since 2016) Other Directorships and Affiliations: • L’Oréal S.A. (OTCMKTS: LRLCF) (since 2020) • Synesqo S.A. (OTCMKTS:SHBB) (2023-2026) Proposed Committees if Elected: • Finance (Member) • Governance & Corporate Responsibility (Member) Education: • Chemical Engineering, Ecole d’Application des Hauts Polymères de Strasbourg, France • PhD, Macromolecular Physics and Chemistry, L’Université Louis Pasteur de Strasbourg, France | Ilham Kadri | |
| Reasons for Nomination: Dr. Ilham Kadri is an experienced industrial and energy-technology executive who has led financial turnarounds and disciplined portfolio reshaping across multinational enterprises. Her scientific background and international leadership experience, combined with hands-on execution of strategic transactions and digital modernization, strengthen the Board’s ability to advance Baker Hughes’ innovation and value-creation strategy. Key Skills and Qualifications: | ||
| • Dr. Kadri led one of the most significant portfolio transformations in the European chemicals sector, overseeing the strategic separation of Solvay into two independent public companies, Solvay and Syensqo. As Chief Executive Officer of Syensqo, she guided the company through its establishment as a standalone public enterprise, sharpening strategic focus, enforcing financial discipline and driving operational execution, while advancing digital capabilities across materials and industrial applications. • Previously, as Chief Executive Officer of Solvay, Dr. Kadri led a comprehensive turnaround and portfolio repositioning, generating double-digit EBITDA growth, 18 consecutive quarters of positive free cash flow and balance-sheet deleveraging, while accelerating sustainability integration across the company’s operating model. • At Diversey, Dr. Kadri reoriented the portfolio toward higher-return industrial end markets, restored profitability and strengthened the company’s operations as a standalone enterprise, culminating in a $3.2 billion divestiture to Bain Capital Private Equity. Career Highlights: Syensqo S.A. (OTCMKTS:SHBBF) • Chief Executive Officer (2023-2025) Solvay S.A. (OTCMKTS:SLVYY) • Chief Executive Officer (2019-2023) Diversey, Inc. (former Nasdaq:DSEY) • President and Chief Executive Officer (2017-2019) Sealed Air Corporation (NYSE:SEE) • President, Diversey Care division (2013-2017) • Vice President (2013-2017) Dow Chemical Company (NYSE:DOW) • General Manager, Dow Advanced Materials (2009-2012) • Commercial Director, Dow Water & Process Solutions (2009-2012) |
16 2026 Proxy Statement
| Age: • 52 Director Since: • 2017 Other Public Directorships(Past Five Years): • C3.ai, Inc. (NYSE: AI) (2020-2021) • CNH Industrial N.V. (NYSE:CNH) (2019-2021) Other Directorships and Affiliations: • Iveco Group N.V.* (OTCMKTS:IVCGF) (since 2021) Committees: • N/A Education: • B.Sc., Business and Economics, Cardiff University, Wales * Tata Motors Limited has announced its acquisition of all outstanding shares of Iveco Group N.V., which will result in Iveco Group N.V. becoming privately held. As such, Mr. Simonelli’s position as director and related obligations will be terminated as of the closing of that acquisition, which is expected to occur at the end of the first quarter of 2026. | Lorenzo Simonelli | |
| Reasons for Nomination: With over 25 years of international leadership experience and as Chairman and Chief Executive Officer of Baker Hughes, Lorenzo Simonelli offers valuable perspectives on market dynamics, portfolio strategy and value creation opportunities. Mr. Simonelli has led Baker Hughes’ strategic transformation into a scaled global energy and industrial technology company, exercising disciplined operations and financial oversight while strengthening the Company’s competitive positioning across the energy value chain. Key Skills and Qualifications: | ||
| • Mr. Simonelli oversaw Baker Hughes’ successful repositioning through an accelerated investment in digitalization, automation, and advanced analytics, integrating physical equipment with software and controls to enhance customer productivity and lifecycle performance, delivering revenue growth from $17.3 billion in 2017 to $27.7 billion in 2025. • Mr. Simonelli oversaw the successful merger of GE Oil & Gas with Baker Hughes, creating one of the most significant strategic combinations in the energy service sector. This transaction strengthened the Company’s long-term portfolio, expanded its global scale and enhanced competitiveness across the full lifecycle of oil and gas development. • As President and Chief Executive Officer of GE Transportation, a global transportation leader in the rail, mining, marine and energy storage industries, Mr. Simonelli transformed the organization into a global industrial technology leader through the deployment of next generation manufacturing and advanced propulsion platforms. Career Highlights: Baker Hughes Company (Nasdaq: BKR) • President and Chief Executive Officer (since 2017) General Electric (NYSE: GE) • President and Chief Executive Officer, GE Oil & Gas (2013-2017) • President and Chief Executive Officer, GE Transportation (2008-2013) • President and Chief Executive Officer, EMEA, GE Consumer and Industrial (2007-2008) • GM Product Management, GE Consumer & Industrial (2005-2006) • Various financial and leadership roles (1994-2005) |
| Independent Age: • 67 Director Since: • 2023 Other Public Directorships(Past Five Years): • STERIS plc (NYSE: STE)(since 2005) Other Directorships and Affiliations: • KION Group (FWB:KGX)(since 2025) Committees: • Audit (Chair; Audit Committee Financial Expert) • Finance (Member) Education: • B.S., Mechanical Engineering, University of Missouri • M.S. and D.Sc., Mechanical Engineering, Washington University • MBA, Wharton School of Management, University of Pennsylvania | Mohsen M. Sohi | |
| Reasons for Nomination: Dr. Mohsen M. Sohi brings extensive global industrial, technology and operating leadership experience, having held senior executive roles across multinational, innovation-driven organizations. He contributes deep expertise in advanced materials, digital transformation and strategic investments, supporting the Board’s oversight of portfolio optimization and capital allocation as the Company scales differentiated solutions across energy and industrial markets. Key Skills and Qualifications: | ||
| • As Chief Executive Officer of Freudenberg and Co., Dr. Sohi led a comprehensive organizational and governance transformation, establishing a decentralized operating model that strengthened customer and market orientation while enabling the management team to focus on long-term strategy. He complemented this with the “House of Excellence” framework, driving process optimization, enterprise-wide digitalization and operational discipline across the organization. • During his tenure, Freudenberg’s revenue and profit doubled, the company built platforms for future technologies and executed a balanced global growth strategy across the Americas, Europe and Asia. • While serving as Chief Executive Officer of Freudenberg-NOK, the privately held sealing-technology joint venture between the Freudenberg Group and NOK Corporation of Japan, Dr. Sohi repositioned the business toward higher-value growth sectors, including the oil and gas industry and medical technology, while successfully navigating the company through the 2008-2009 financial crisis to gain market share. Career Highlights: Freudenberg and Co. • Chief Executive Officer (2012-2025) • Managing Partner (2010-2012) • President and Chief Executive Officer, Freudenberg-NOK (2003-2010) NCR Corporation (former NYSE:NCR) • Senior Vice President, Retail Solutions (2001-2003) Honeywell International, Inc. (Nasdaq:HON) • President, Honeywell Electric Materials (2000-2001) • Roles of increasing responsibility at Honeywell International Inc.’s pre-merger constituent, Allied Signal, Inc. (former NYSE:ALD) (1987-2000) |
18 2026 Proxy Statement
Director skills and experience matrix
| Skills & Experience | Application to the Company | Percentage of director nominees who possess such skill orexperience |
|---|---|---|
| Cybersecurity | Proven ability to assess and mitigate cybersecurity risks, ensuring data protection and strengthening systems to safeguard Baker Hughes’ critical infrastructure against an evolving risk landscape. | 100% |
| Environmental and Safety | As an oilfield services and solutions provider, it is important to us that directors possess experience leading safety and environmental operations, including overseeing environmental risk management, to support Baker Hughes’ commitment to operational excellence and delivering safer, cleaner, and more efficient energy solutions for our customers. | 70% |
| Executive Leadership | Experience in guiding large cross-functional teams across key strategic and operational areas, including with a proven track record of leading enterprises through transformation and sustained expansion, enables directors to contribute firsthand insight into business planning and major growth initiatives. | 100% |
| Finance and Accounting | To ensure effective oversight of Baker Hughes’ long-term financial stability and capital efficiency, we believe the Board should encompass expertise in financial reporting, capital allocation, and oversight of audit and compliance functions. | 100% |
| Global Business Experience | International business experience and an understanding of geopolitical risks and cultural considerations are essential for maintaining and further growing our global footprint and operations, spanning more than 120 countries. | 100% |
| HR and Talent Development | We seek directors with human capital experience to help oversee our overall talent strategy to support our go-forward business and innovation priorities, including workforce upskilling, effective employee engagement and talent acquisition programs. | 100% |
| Industry Experience | Industrials: Knowledge and leadership in businesses focused on manufacturing, industrial engineering, construction, capital goods or related supply chain or services industries, including understanding cyclical market dynamics and identifying strategic growth opportunities for industrial companies. Industrial Technologies: Expertise in developing and deploying industrial technologies such as automation, robotics, advanced manufacturing, industrial software and process controls designed to optimize operations and integrate new solutions in support of Baker Hughes’ technology-driven growth opportunities. Energy Sector: Comprehensive understanding of global energy markets and commodity cycles relevant to Baker Hughes’ operations, including oil and gas, energy infrastructure, and emerging clean-energy innovations, supporting Baker Hughes’ shareholder value creation strategies. | 80% |
| Investment Strategies | Given our capital-intensive growth projects, we believe it is essential for the Board to have experience overseeing investment strategies, including mergers, acquisitions, joint ventures and integration efforts to support effective capital allocation. | 90% |
| Legal and Corporate Governance | Deep experience in governance and regulatory compliance for public companies, including adherence to international laws and alignment with global best practices, allows us to build processes and mechanisms that ensure transparency and accountability across Baker Hughes’ operations. | 100% |
| Prior Board of Directors Experience | Directors who have served on other company boards bring insights into leading governance practices, shareholder engagement and board effectiveness, and we value the perspective they bring in working closely with management to provide effective oversight of our value creation strategies. | 90% |
| Risk Oversight | Comprehensive experience in enterprise risk management, including the identification and evaluation of strategic and operational risks to ensure robust oversight processes that support resilience and long-term value creation in a dynamic business environment. | 100% |
| Technology | Familiarity with emerging technologies, including artificial intelligence, and innovation relevant to advanced energy solutions and Baker Hughes’ portfolio that includes expertise in energy equipment, automation, and digital platforms, allows us to cultivate innovation strategies that enable shareholder value creation and growth. | 100% |
20 2026 Proxy Statement
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 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.
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.
22 2026 Proxy Statement
Director education
Our director education program assists Board members in fulfilling their responsibilities. We have a 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, geopolitics, shareholder activism, 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 |
Board refreshment
Our approach to ongoing Board refreshment ensures that the Board has the right mix of operational, technical and strategic expertise to effectively oversee our business. Board refreshment helps promote highly-engaged directors who rigorously challenge management to drive strong long-term outcomes. Our commitment to Board refreshment allows us to have directors with deep, complementary skill sets aligned with our evolving portfolio and global footprint, supporting robust oversight of our value creation strategy.
| (1) | If elected at the Annual Meeting. |
24 2026 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.