DEF 14A of Baker Hughes Co, Apr 2, 2024

DEF 14A of Baker Hughes Co

Filed Apr 2, 2024 · FY20230001193125-24-084804

Open on EDGAR

  1. Director nominee highlights

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

  2. Director nominee highlights

    | | | | | Committee Memberships | | | | | | | Name, Primary Occupation(1) | Age(2) | Director Since | AC | FC | GCR | HCC | Independent | | | Lorenzo Simonelli Chairman, President and CEO Baker Hughes Company | 50 | 2017 | N/A | N/A | N/A | N/A | No | | | W. Geoffrey Beattie * Chief Executive Officer Generation Capital | 64 | 2017 | | ● | ● | | Yes | | | Abdulaziz M. Al Gudaimi Former Executive Vice President Saudi Arabian Oil Company | 61 | 2024 | | | ● | ● | Yes | | | Gregory D. Brenneman Executive Chairman CCMP Capital Advisors, LLC | 62 | 2017 | ● | | | | Yes | | | Cynthia B. Carroll Former Chief Executive Officer Anglo American plc | 67 | 2020 | ● | | | | Yes | | | Michael R. Dumais Former Executive Vice President & Chief Transformation Officer Raytheon Technologies | 57 | 2022 | | ● | ● | | Yes | | | Lynn L. Elsenhans Former Executive Chairman, President and CEO Sunoco, Inc. | 68 | 2017 | | | | ● | Yes | | | John G. Rice** Former Chairman GE Gas Power | 67 | 2017 | | ● | | | Yes | | | Mohsen M. Sohi ** Chief Executive Officer Freudenberg SE | 65 | 2023 | ● | | | ● | Yes |

  3. Director nominee highlights

    | ● Member | | Chair * Lead Director ** Audit Committee Financial Expert on Audit Committee |

  4. Director nominee highlights

    | AC Audit Committee | FC Finance Committee | GCR Governance & Corporate Responsibility Committee | | HCC Human Capital and Compensation Committee | | |

  5. Director nominee highlights

    | (1) Nelda J. Connors has notified the Board of her decision not to stand for re-election at the 2024 Annual Meeting. |

  6. Director nominee highlights

    | (2) Ages listed are as of May 13, 2024. |

  7. Compensation highlights

    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:

  8. Compensation highlights

    | Align executive and shareholder interests | Provide a significant portion of total compensation that is performance-based and at risk | Attract and retain talented executives |

  9. Compensation highlights

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

  10. Compensation highlights

    | | 7 |

  11. Key compensation decisions in 2023

    Key compensation decisions in 2023 The Company continued to reinforce market-aligned and pay-for-performance elements of its compensation programs.

  12. 2023 Compensation decisions

    2023 Compensation decisions

  13. 2023 Compensation decisions

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

  14. Election of directors

    Election of directors

  15. Election of directors

    | The Board of Directors recommends that you vote FOR each nominee. | Board highlights | | In analyzing director nominations, the Governance & Corporate Responsibility Committee strives to recommend candidates for director positions who will create a collective membership on the Board with varied experience and perspective and maintains a Board that reflects diversity, including but not limited to gender, ethnicity, background, and experience. Candidates should also demonstrate leadership, comprehend the role of a public company director, and exemplify relevant expertise, experience, and a substantive understanding of domestic and international considerations and geopolitics. The Governance & Corporate Responsibility Committee also looks for candidates who will help progress Baker Hughes' strategy as an energy technology company and as a leader through the energy transition. When analyzing whether directors and nominees have the experience, qualifications, attributes, and skills to enable the Board to satisfy its oversight responsibilities effectively in light of the Company's business and structure, the Governance & Corporate Responsibility Committee and the Board assess the information summarized in each of the directors' individual biographies set forth in this Proxy Statement as well as the director skills matrix. Each of the current directors, other than Nelda J. Connors who has decided not to stand for re-election at the end of her current term, has been nominated for election by the Board upon recommendation by the Governance & Corporate Responsibility Committee and has decided to stand for election. Ms. Connors has notified the Company and the Board of her decision not to stand for re-election at the 2024 Annual Meeting. Ms. Connors intends to serve on the Board through the date of the 2024 Annual Meeting, and her decision not to stand for re-election is not the result of any disagreement with the Company. The authorized number of directors is presently ten, and, in connection with the election of directors at the 2024 Annual Meeting, the authorized number of directors is being reduced to nine. All directors who are elected at the Annual Meeting will serve for a one-year term expiring at the Annual Meeting expected to be held in May 2025; until his or her successor is elected and qualified; or until his or her earlier death, retirement, resignation, or removal. The proxy holders will vote FOR the nine persons listed below under "Company Nominees for Director," unless contrary instructions are given. If you sign your proxy card but do not give instructions with respect to the voting of directors, your shares will be voted FOR the nine persons recommended by the Board. If you wish to give specific instructions with respect to the voting of directors, you must do so with respect to each individual nominee. | Our director nominees exhibit an effective mix of skills, experience, diversity, and perspective. Our Board is committed to supporting diverse board membership. Our Governance & Corporate Responsibility Committee is actively evaluating candidates, and, in accordance with our Committee charter, is considering a pool of candidates that includes persons reflecting diversity of race, ethnicity, and gender. | | | GENDER DIVERSITY 22% 2 females both of whom chair a standing committee | | | RACIAL/ETHNIC DIVERSITY 11% 1 racial/ethnic minority | | | INDEPENDENCE 8 of 9 are independent | | | ENVIRONMENTAL AND SAFETY 5 of 9 directors have environmental and safety, risk and regulatory experience | | | BOARD REFRESHMENT 44% new directors added since 2020 | | | INDUSTRY AND OPERATIONAL EXPERIENCE 78% have industry and operational experience | | | |

  16. Election of directors

    | | 9 |

  17. Board nominees for director

    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.

  18. Director nominees

    Director nominees

  19. Director nominees

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

  20. Director nominees

    | Gregory D. Brenneman Age: 62 | Ethnicity: Caucasian/White | Director since: 2017 | | | Committees: | • Finance (Chair) • Audit (Member) | | | Biography: Greg Brenneman has served as the Executive Chairman of CCMP Capital Advisors, LP, a private equity firm with over $3 billion under management, since October 2016. Previously, he served as Chairman of CCMP from 2008 until October 2016 and as its President and Chief Executive Officer from February 2015 until October 2016. He is also Chairman and Chief Executive Officer of TurnWorks, Inc., a private equity firm focusing on corporate turnarounds, which he founded in 1994. Prior to joining CCMP, Mr. Brenneman led restructuring and turnaround efforts at Quiznos, Burger King Corporation, PwC Consulting, a division of PricewaterhouseCoopers ("PwC"), and Continental Airlines, Inc. that resulted in improved customer service, profitability and financial returns. Other Public Company Board Memberships in the Past Five Years: • Hayward Holdings, Inc. (2021 – 2023) • The Home Depot, Inc. (2000 – present) • Ecovyst Inc. (2014 – 2022) • Baker Hughes GE (predecessor of Baker Hughes Company) (2017 – 2019) • Baker Hughes Incorporated (predecessor of Baker Hughes Company) (2014 – 2017) Qualifications: The Board believes Mr. Brenneman's qualifications to serve on the Board include his experience in several executive and leadership roles in the private equity space, his service on other public company boards, and his finance, investment, global business, and human resources expertise. | | Cynthia B. Carroll Age: 67 | Ethnicity: Caucasian/White | Director since: 2020 | | | Committees: | • Human Capital and Compensation (Chair) • Audit (Member) | | | Biography: Cynthia Carroll was the Chief Executive Officer of Anglo American plc from 2007 to 2013. Ms. Carroll worked for Alcan Aluminum Corporation from 1989 to 2006, serving as the Chief Executive Officer for Primary Metal Group, Alcan's core business from 2002 to 2006 and President of the Bauxite, Alumina and Specialty Chemicals division from 1998 to 2001. She served in other various management and leadership positions from 1989 to 2001. She started her career in 1982 as a geologist working for Amoco Production Company. Other Public Company Board Memberships in the Past Five Years: • Glencore (2021 – present) • Pembina Pipeline Corporation (2020 – present) • Hitachi, Ltd. (2013 – present) • Century Aluminum Company (2020 – 2021) Qualifications: The Board believes Ms. Carroll's qualifications to serve on the Board include her leadership experience as a former chief executive officer of a global mining company, her comprehensive industry knowledge, her service on several public company boards, and her environmental, sustainability, technology, and operational expertise. |

  21. Director nominees

    | | 11 |

  22. Director nominees

    | Michael R. Dumais Age: 57 | Ethnicity: Caucasian/White | Director since: 2022 | | | Committees: | • Finance (Member) • Governance & Corporate Responsibility (Member) | | | Biography: Michael Dumais was formerly the Raytheon Technologies Chief Transformation Officer and led corporate strategy and development from 2020 to 2022. From 2017 to 2020, he was the Executive Vice President of Operations and Strategy for United Technologies Corporation ("UTC") prior to its merger with Raytheon Company. He was previously President of UTC's Hamilton Sundstrand Division and held numerous leadership positions at UTC from 1998 to 2017. From 1993 to 1997, he held various strategic business roles with Bain & Company. He currently serves as an Executive Leadership Advisor to Ernst & Young and as an Adjunct Professor at the NYU Stern School of Business. Other Public Company Board Memberships in the Past Five Years: None Qualifications: The Board believes Mr. Dumais' qualifications to serve on the Board include his leadership experience in several executive roles at a multinational company, his experience in implementation and technology transformations, and his finance, investment, operational, risk management, environmental, and human resources expertise. | | Lynn L. Elsenhans Age: 68 | Ethnicity: Caucasian/White | Director since: 2017 | | | Committees: | • Governance & Corporate Responsibility (Chair) • Human Capital and Compensation (Member) | | | Biography: Lynn Elsenhans was the Executive Chairman of Sunoco, Inc. from January 2009 until May 2012, and Chief Executive Officer and President from August 2008 until March 2012. She also served as Chairman of Sunoco Logistics Partners L.P. from October 2008 until May 2012, and Chief Executive Officer from July 2010 until March 2012. Ms. Elsenhans worked at Royal Dutch Shell for more than 28 years, where she held a number of senior roles, including Executive Vice President, Global Manufacturing from 2005 to 2008. Other Public Company Board Memberships in the Past Five Years: • Aramco (2018 – present) • GlaxoSmithKline (2012 – 2022) • Baker Hughes GE (predecessor of Baker Hughes Company) (2017 – 2019) • Baker Hughes Incorporated (predecessor of Baker Hughes Company) (2012 – 2017) Qualifications: The Board believes Ms. Elsenhans' qualifications to serve on the Board include her leadership experience as a former chair and chief executive officer of a publicly traded energy company, her industry knowledge gained from many years at a global oil and gas company, her service on other public company boards, and her finance, operational, risk management, human resources, environmental, and sustainability expertise. |

  23. Director nominees

    | John G. Rice Age: 67 | Ethnicity: Caucasian/White | Director since: 2017 | | | Committees: | • Audit (Chair) • Finance (Member) | | | Biography: John Rice served as Chairman of GE Gas Power from December 2018 through August 2020. He was previously Vice Chairman, GE until March 2018 and Chief Executive Officer, GE Global Growth Organization from November 2010 until December 2017. He served in other various leadership positions across GE, including Vice Chairman, GE, President and Chief Executive Officer of GE Technology Infrastructure from 2007 until November 2010, Vice Chairman of GE's industrial and infrastructure businesses from 2005 until 2007, and President and Chief Executive Officer of GE Energy from 2000 until 2005. Other Public Company Board Memberships in the Past Five Years: • AIG (2022 – present) • Li and Fung (2018 – 2020) • Baker Hughes GE (predecessor of Baker Hughes Company) (2017 – 2019) Qualifications: The Board believes Mr. Rice's qualifications to serve on the Board include his extensive leadership experience in a number of leadership roles at companies working in global energy and infrastructure markets, his global business experience, his service on other public company boards and his finance, investment, operations, technology, and human resources expertise. | | Lorenzo Simonelli Age: 50 | Ethnicity: Caucasian/White | Director since: 2017 | | | Committees | • N/A | | | Biography: Lorenzo Simonelli has been the Chairman of the Board of Directors of the Company since October 2017, and a Director, President and Chief Executive Officer of the Company since July 2017. Before joining the Company in July 2017, Mr. Simonelli was Senior Vice President, GE and President and Chief Executive Officer, GE Oil & Gas from October 2013 to July 2017. Before joining GE Oil & Gas, he was the President and Chief Executive Officer of GE Transportation from July 2008 to October 2013. Mr. Simonelli joined GE in 1994 and held various finance and leadership roles from 1994 to 2008. Other Public Company Board Memberships in the Past Five Years: • Iveco Group N.V. (2021 – present) • CNH Industrial (2019 – 2021) • C3.ai, Inc. (2020 – 2021) Qualifications: The Board believes Mr. Simonelli's qualifications to serve on the board include his extensive leadership experience in business and operational decisions during his tenure as Chief Executive Officer of Baker Hughes in addition to his experience in the oil and gas industry and his financial, investor, technology, sustainability, and risk management expertise. |

  24. Director nominees

    | | 13 |

  25. Director nominees

    | Mohsen M. Sohi Age: 65 | Ethnicity: Caucasian/White | Director since: 2023 | | | Committees: | • Audit (Member) Human Capital and Compensation (Member) | | | Biography: Dr. Mohsen Sohi has served as the Chief Executive Officer of Freudenberg and Co. since July 2012. From April 2010 to June 2021, Dr. Sohi served as Managing Partner of Freudenberg and Co. Dr. Sohi served as President and Chief Executive Officer of Freudenberg-NOK, a privately-held joint venture partnership between Freudenberg Group and NOK Corp. of Japan from March 2003 through March 2010. Prior to Freudenberg, Dr. Sohi was with NCR Corporation as the Senior Vice President, Retail Solutions Division from January 2001 to February 2003. Prior to NCR, Dr. Sohi was with Honeywell International Inc. and its pre-merger constituent, Allied Signal, Inc., for 14 years in positions of increasing leadership and lastly serving as President of Honeywell Electronic Materials from July 2000 to January 2001. Other Public Company Board Memberships in the Past Five Years: • STERIS plc (2005 – present) Qualifications: The Board believes Dr. Sohi's qualifications to serve on the Board include his leadership experience in various executive roles at multinational conglomerate and consulting companies, his extensive experience in the technology industry, and his finance, operational, risk management, human resources, environmental, and sustainability expertise. |

  26. Director nominees

    | BOARD DIVERSITY MATRIX (as of April 2, 2024)(1) | | | | | | Total Number of Directors = 10(2) | | | | | | Gender Identity: | Female | Male | Non-Binary | Did not Disclose Gender | | Directors | 3 | 7 | — | — | | Demographic Background: | | | | | | African American or Black | 1 | — | — | — | | Asian/Middle Eastern | — | 1 | — | — | | White | 2 | 6 | — | — |

  27. Director nominees

    | (1) To see the Company's Board Diversity Matrix as of March 31, 2023, please see the Company's proxy statement filed with the SEC on March 31, 2023. |

  28. Director nominees

    | (2) Nelda J. Connors has notified the Board of her decision not to stand for re-election at the 2024 Annual Meeting. Immediately after the 2024 Annual Meeting, assuming that all director nominees are elected, the total number of directors on the Board will be nine, with approximately 22% female directors and 11% ethnically diverse directors. |

  29. Director compensation

    Director compensation In 2023, Frederick W. Cook & Co., Inc. ("FW Cook"), the compensation consultant hired by the Human Capital and Compensation Committee, conducted a competitive review of our non-employee director compensation program, including a review of the director compensation programs of companies within our peer group. Based on the analysis provided by FW Cook, the Human Capital and Compensation Committee made no changes to our non-employee director compensation. Mr. Simonelli, our President and CEO and Chairman of the Board, does not receive additional compensation for his service as a director and his compensation and equity awards for service as President and CEO are reflected in the Summary Compensation Table and accompanying tables below in the Executive Compensation section of this proxy and are not reflected in the tables immediately below. The following sets forth the current compensation structure for our non-employee directors:

  30. Director compensation

    | | Cash Compensation | Equity Compensation | | 2023 Directors' Annual Retainer | $120,000(1) | $175,000(2) |

  31. Director compensation

    | | Cash Compensation | | Lead Director Retainer | $35,000 | | Audit Committee Chair Retainer | $25,000 | | Other Committee Chair Retainer | $20,000 | | Audit Committee Members Retainer | $10,000 | | Other Committee Members Retainer | $7,500 |

  32. Director compensation

    | (1) Each non-employee director is paid an annual cash retainer fee of $120,000, as well as fees for service on committees of the Board. |

  33. Director compensation

    | (2) On the date of each Annual Meeting, each non-employee director is expected to receive an annual equity grant in the form of a restricted stock unit award ("RSU award") with a grant date value of $175,000. |

  34. Director Compensation

    Director Compensation

  35. 2023 Director compensation

    2023 Director compensation The following table discloses the cash, equity awards and other compensation earned, paid or awarded, as the case may be, to each of the Company's non-employee directors during the fiscal year ended December 31, 2023. Abdulaziz M. Al Gudaimi was elected to the Board effective January 1, 2024 and therefore is not included in the table.

  36. 2023 Director compensation

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(4) ($) | All Other Compensation(3) ($) | Total ($) | | W. Geoffrey Beattie | 170,000 | 175,000 | 56,001 | 401,001 | | Gregory D. Brenneman | 149,395 | 175,000 | 53,785 | 378,180 | | Cynthia B. Carroll | 158,495 | 175,000 | — | 333,495 | | Nelda J. Connors | 162,789 | 175,000 | — | 337,789 | | Michael R. Dumais | 151,331 | 175,000 | — | 326,331 | | Lynn L. Elsenhans | 160,605 | 175,000 | — | 335,605 | | John G. Rice | 152,500 | 175,000 | 25,189 | 352,689 | | Mohsen M. Sohi | 126,855 | 175,000 | 3,762 | 305,617 |

  37. 2023 Director compensation

    | (1) Messrs. Beattie, Brenneman, and Sohi elected to receive their 2023 director fees in Class A Common Stock and defer delivery under the Deferral Plan. As a result of these deferrals, these directors received DSUs which defer their receipt of these shares until they cease serving as a director, except for Dr. Sohi who elected to defer his directors fees until December 15, 2025. The value of these DSUs is not included in the Stock Awards column above. The number of DSUs they received in 2023 in lieu of director fees is as follows: |

  38. 2023 Director compensation

    | Name | Total Number of DSUs Received in 2023 in lieu of Cash Retainer | | W. Geoffrey Beattie | 5,270 | | Gregory D. Brenneman | 4,631 | | Mohsen M. Sohi | 3,932 |

  39. 2023 Director compensation

    | (2) On May 16, 2023, each non-employee director received an immediately vesting RSU award. Messrs. Beattie, Brenneman, Rice and Sohi elected to defer delivery of the shares underlying their RSU award under the Deferral Plan and received the equivalent number of DSUs. The value of the award shown for each director reflects the $175,000 aggregate grant date fair value of the RSU award computed in accordance with Accounting Standards Codification (ASC) Topic 718. These RSU awards vested on the date of grant and the number of shares each director was entitled to receive was calculated by dividing the aggregate grant date fair value of the award by $26.75 per share, the closing price on the date of grant. For a discussion of valuation assumptions, see "Note 12 – Stock-Based Compensation" of the Notes to Consolidated Financial Statements included in our Annual Report under Item 8 of the Form 10-K for the year ended December 31, 2023. |

  40. 2023 Director compensation

    | (3) This column includes dividend equivalents paid during the year ended December 31, 2023 on deferred RSU awards and cash fees that were deferred under the Deferral Plan. |

  41. 2023 Director compensation

    | (4) The following table shows the aggregate number of stock awards outstanding for each non-employee director as of December 31, 2023. These stock awards are all vested DSUs. |

  42. 2023 Director compensation

    | Name | Aggregate Stock Awards Outstanding as of December 31, 2023 (#) | | W. Geoffrey Beattie | 43,559 | | Gregory D. Brenneman | 43,559 | | Cynthia B. Carroll | — | | Nelda J. Connors | — | | Michael R. Dumais | — | | Lynn L. Elsenhans | — | | John G. Rice | 11,354 | | Mohsen M. Sohi | 6,377 |

  43. Regina Jones

    | Executive summary | 33 | Grants of plan-based awards in 2023 | 51 | | Total direct compensation for NEOs | 36 | Outstanding equity awards at fiscal year-end | 52 | | Base salaries | 37 | Option exercises and stock vested | 53 | | Short-Term incentive compensation | 37 | Pension benefits | 54 | | Long-Term incentive compensation | 41 | Nonqualified deferred compensation | 54 | | Other elements of compensation and hiring on bonuses | 44 | Potential payments upon change in control or termination | 55 | | Decision-making process and key inputs | 45 | CEO pay ratio disclosure | 60 | | Additional compensation program features and policies | 47 | Pay versus Performance | 62 | | Human Capital and Compensation Committee report | 48 | Human Capital and Compensation Committee interlocks and insider participation | 65 | | Summary compensation table | 49 | | |

  44. Aligning Executive Compensation with Strategy and Performance

    | Align the compensation and interests of our executives with the long-term interests of our shareholders | Provide a significant portion of total compensation that is performance-based and at risk | Attract, retain, and engage top caliber talent to execute our strategic priorities |

  45. Highlights of 2023 Compensation Decisions

    | 2023 Compensation Decisions | | | | Approved selective NEO base salary increases for 2023, to align with the market. | Approved overall payout of 2023 Annual bonus at 140% of target, 2021 Performance Share Units ("PSUs") at 88.51% of target, and 2021 Transformation Incentive awards at 82.44% of target. | Awarded annual long-term incentive grants with 60% PSUs weighting for the CEO with an emphasis on outperforming the market. | | Page 37 | Pages 35 & 37 | Page 41 |

  46. CEO Three-Year Realizable Compensation

    CEO Three-Year Realizable Compensation Our compensation programs are designed to closely align our executives' interests to those of our shareholders and to the long-term performance of the Company. A significant portion of executive pay is delivered in the form of long-term incentives with strong alignment to the stock price returns our shareholders' experience. As shown in the below chart, the Company's three-year Total Shareholder Return ("TSR") increased by more than our CEO's average three-year realizable pay, demonstrating directional alignment and the Human Capital and Compensation Committee's commitment to pay-for-performance. In the chart above, "2021-2023 Average CEO Target Compensation" refers to the average of the target compensation opportunity offered to our CEO over the 2021 to 2023 performance years. Target compensation includes base salary, the annual short-term incentive ("STI") target compensation opportunity, and the target long-term incentive ("LTI") grant values granted in each of the three years. In the chart above, "2021-2023 Average CEO Realizable Compensation" refers to the three-year average of the actual base salary earned during each year, the actual annual STI award value earned for each performance year, and LTI awards valued based on the December 29, 2023 share price and assuming estimated earned amounts for outstanding Performance Share Units. For the 2021 awards, annual Performance Share Units were calculated at 88.51% and the Transformation Incentive awards at 82.44%. The 2022 and 2023 annual Performance Share Unit awards were each estimated at 100%.

  47. Compensation features and governance

    | ✓ | What we do | X | What we don't do | | | Pay for performance | | No hedging or pledging of Company stock | | | Include a comprehensive clawback policy, covering SEC requirements as well as misconduct unrelated to a financial restatement | | No backdating or repricing of stock option awards | | | | | No excessive perquisites | | | Engage an independent compensation consultant | | No guaranteed bonuses for NEOs | | | Use a representative and relevant peer group | | No gross-ups in new executive arrangements | | | Evaluate the risk of our compensation programs | | No dividend equivalents paid on unearned RSUs or PSUs | | | Apply robust stock ownership guidelines | | | | | Mandate "double-trigger" provisions for change-in-control severance payments | | | | | Align executive compensation with shareholder returns through long-term incentives | | | | | Reference the market median for all elements of NEOs' compensation | | |

  48. Short-Term incentive compensation

    Short-Term incentive compensation

  49. Short-Term incentive compensation

    | Key action The Human Capital and Compensation Committee approved the Company-wide, overall payout of the 2023 annual short-term bonus at 140%. This was based on out-performance against financial metrics (weighted 70%) and partial achievement of strategic priorities (weighted 30%). |

  50. Short-Term incentive compensation

    The short-term incentive compensation programs are designed to provide executive officers with the opportunity to earn cash bonuses based on the achievement of specific Company-wide, business unit, functional, and individual performance goals. The short-term incentive compensation opportunity is determined using two factors: achievement of pre-determined financial goals and achievement of strategic priorities. Greater weight is placed on the financial component of the short-term incentives, consistent with the Company's goal of providing a meaningful link between compensation and Company performance. Key Baker Hughes short-term incentive design features are as follows:

  51. Short-Term incentive compensation

    | • | Formulaic, financial metrics weighted at 70% and with a maximum potential payout of up to 200% of target; and |

  52. Short-Term incentive compensation

    | • | Strategic goals weighted at 30% and with a maximum potential payout of up to 200% of target. |

  53. Short-Term incentive compensation

    In January 2023, the Human Capital and Compensation Committee approved a bonus design with financial and strategic goals under the Baker Hughes Executive Officer Short-Term Incentive Compensation Plan and the broad-based employee plan.

  54. Short-Term incentive compensation

    | Overall weighting | | Financial metrics | | Strategic Blueprint priorities | | | 70% | 30% | 1. | Revenue | 1. | Safety & compliance | | | | 2. | Adjusted EBITDA – adjusted for restructuring & other charges FCF | 2. | Growth & capital allocation | | Financial Metrics | Strategic Blueprint Priorities | 3. | | 3. | ESG & Leadership | | | | | | 4. | Shareholder returns |

  55. Short-Term incentive compensation

    | | 37 |

  56. Short-Term incentive compensation

    Consistent with determining base salaries, the Human Capital and Compensation Committee reviews compensation data for the Reference Group (as described below) to determine the appropriate total cash position of our executive officers. Typically, when considering an adjustment to an NEO's bonus target, the Human Capital and Compensation Committee reviews the market data and evaluates the NEO's position relative to the market, his or her level of responsibility, experience, internal placement, and overall performance. The Human Capital and Compensation Committee also considers the NEO's success in achieving business objectives, promoting our values and keys to success, improving health and safety, demonstrating leadership, and achieving specific individual performance goals. The table below summarizes the changes to target bonuses (as a percentage of base salary) in 2023 for the NEOs that received an increase. The Human Capital and Compensation Committee approved an adjustment to the CEOs short-term incentive bonus target in 2023 to align with the competitive market and external positioning:

  57. Short-Term incentive compensation

    | Name | 2022 Bonus Target | 2023 Bonus Target | | Lorenzo Simonelli Chairman, President and CEO | 160% | 170% |

  58. Short-Term incentive compensation

    All other NEOs retained their bonus target of 100% in 2023.

  59. Bonus based on financial metrics

    Bonus based on financial metrics The Human Capital and Compensation Committee approved three weighted financial metrics: (1) Revenue; (2) Adjusted EBITDA; and (3) FCF, as a measure of management's overall success in executing Baker Hughes' strategies and initiatives; and maintained the highest weighting towards the FCF metric. The Human Capital and Compensation Committee also approved performance levels with respect to the achievement of the financial metrics: (1) Threshold; (2) Target; and (3) Maximum. Each year, the Board approves financial targets for the Company and the annual bonus plan as part of a rigorous planning process incorporating the external market and internal strategic business initiatives with an emphasis on stretch goals. The table below represents each of the performance levels and the associated achievement.

  60. Bonus based on financial metrics

    | Baker Hughes 2023 Financial Goals (70% Weight) | Metric Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | Results | Payout Multiple | | Weighted Payout | | Revenue | 10% | $23.5B | $24.6B | $26.5B | $25.5B | 150 | | 15% | | Adjusted EBITDA * | 25% | $3.4B | $3.65B | $3.95B | $3.76B | 140 | | 35% | | FCF* | 35% | $1.25B | $1.5B | $1.8B | $2.05B | 200 | %** | 70% | | Weighted Payout | 70% | | | | | | | 120% |

  61. Bonus based on financial metrics

    | * Adjusted EBITDA and FCF are non-GAAP measures. A reconciliation of GAAP to non-GAAP measures is included in this Proxy Statement in Annex B. Note: There were no adjustments made to as-reported revenue and FCF. |

  62. Bonus based on financial metrics

    | ** Capped based on 200% per metric maximum cap. |

  63. Bonus based on financial metrics

    In 2023, our strong FCF performance was driven by higher adjusted EBITDA and an increase in cash flow generated from working capital, namely progress collections on equipment orders. The overall achievement of the financial metrics was 171.4% of target.

  64. Bonus outcome for Strategic Blueprint priorities

    Bonus outcome for Strategic Blueprint priorities While the financial metrics reward executive officers for the achievement of specific formulaic measures, the Human Capital and Compensation Committee approved "Strategic Blueprint" priorities for the executive officers to reward them based upon the Human Capital and Compensation Committee's assessment of the achievement of specific performance goals that are critical to the execution of the Company's strategy, but may or may not be formulaic in nature. These Strategic Blueprint priorities consist of the following performance objectives: (1) safety and compliance; (2) growth and capital allocation; (3) ESG and leadership; and (4) shareholder returns. The maximum funds available for the payment of bonuses related to the Strategic Blueprint priorities may not exceed two times the weighted targets for any participant. The Human Capital and Compensation Committee's assessment of the Strategic Blueprint priorities is determined independent of the financial metrics. The Human Capital and Compensation Committee assesses the CEO's performance relative to the established performance goals for the period and determines an appropriate payout level. The same process is conducted for the other NEOs, with Committee members also incorporating feedback and recommendations from the CEO. The Committee carefully considers all of the factors influencing the results and the NEO's performance impacting those results. The Human Capital and Compensation Committee considered the achievement for the Strategic Blueprint priorities below for 2023 and provided the following assessments on each priority:

  65. Bonus outcome for Strategic Blueprint priorities

    | Performance Component | 2023 Performance Expectation | Results | | Safety & Compliance | • HSE day, leading & lagging metrics improvement versus 2022 | • Perfect HSE days decreased by 21 days to 199 and TRIR increased by 27% | | | • Compliance culture & ERM operationalization | • Employee fatality occurred in 2023 | | | | • Compliance training 100% completion | | | | 2023 Assessment: Missed Objectives | | Growth & Capital Allocation | • Outpace peer group performance for EBITDA % and FCF % • Drive exit run rate of $150+ cost out & additional ~$250 from new operating model • Full cash cycle focus: Billings, Past Due, Working Capital | • Peer group performance for EBITDA % was 12 out of 16*; For FCF we ranked 5 out of 16* | | | | • Exceeded goal of $150M of cost out | | | | • Working Capital and Collections were stronger than planned while accounts receivable past due levels was worse than planned | | | | • Further investment completed in CCUS, Hydrogen & Clean Power | | | | 2023 Assessment: Met Objectives | | ESG & Leadership | • Progress diversity and inclusion initiatives • Scope 1 / 2 reduction against baseline; Scope 3 decarbonization plan • Advancement of work around succession pipeline | • Increased Female representation; Increased U.S. People of Color representation | | | | • Exceeded Scope 1/2 reduction targets (39.5K vs. 25K); created plan for Scope 3 | | | | • Advanced work on succession pipeline | | | | 2023 Assessment: Met Objectives | | Shareholder Returns | • TSR and ROIC improvement above peer benchmarks | • TSR of 18% exceeded direct peers (HAL and SLB) and OSX Index | | | • Broaden investor base as part of Company strategic pillars • Work to achieve full value in BKR shares for IET delivery and potential | • Increased international ownership by 3% to 21% | | | | • Reduced ownership concentration – Top 20 at 59% vs. 67% at beginning of year | | | | • ESG ownership grew from 620 funds to 678 | | | | 2023 Assessment: Exceeded Objectives | | | | Payout Multiple: 66.67% | | | | Total Weighted Payout: 20% |

  66. Bonus outcome for Strategic Blueprint priorities

    | * Peer data based on third quarter 2023 year to date and fourth quarter 2023 consensus |

  67. Bonus outcome for Strategic Blueprint priorities

    For Messrs. Simonelli and Apostolides and Mses. Buese and Jones, the entire portion of the short-term incentive plan tied to Strategic Blueprint priorities is indexed to the Baker Hughes Strategic Blueprint priorities as outlined above.

  68. Bonus outcome for Strategic Blueprint priorities

    | | 39 |

  69. Bonus outcome for Strategic Blueprint priorities

    For Ms. Borras and Messrs. Christie and Ramaswamy, 25% of the portion of the short-term incentive plan tied to Strategic Blueprint priorities is indexed to the Baker Hughes Strategic Blueprint priorities as outlined above, and 75% is based on the business unit's Strategic Blueprint priorities outlined below:

  70. Bonus outcome for Strategic Blueprint priorities

    | OFSE Strategic Blueprint Priorities | Results | | • Integrate & improve SSPS | • SSPS exceeded plan on key financial metrics | | • Digital Leadership | • Digital leadership activity in line with plan | | • FCF% structural improvement | • Key financial metrics ahead of plan except FCF and Past due | | • Contribution to Baker Hughes Results | | | | 2023 Assessment: Met Objectives | | IET Strategic Blueprint Priorities | Results | | • Deliver CTS/IAM growth | • CTS orders and revenue stronger than plan | | • Gas Technology execution | • Gas Tech revenue lower than plan | | • Establish Industrial Technology | • Industrial Technology established | | • Contribution to Baker Hughes Results | • Orders and FCF stronger than plan, Revenue and EBITDA were below plan | | | 2023 Assessment: Met Objectives |

  71. Bonus outcome for Strategic Blueprint priorities

    The Human Capital and Compensation Committee determines the overall Strategic Blueprint payout for the Company and the two business units and may adjust the associated payout for executive officers based on individual performance. In determining the payout for each NEO under the Strategic Blueprint portion of the short-term incentive plan, the Human Capital and Compensation Committee considered the individual achievement of the Company's goals and in his or her areas of direct responsibilities and the magnitude of those contributions relative to the benefit of the Company. Mr. Simonelli also made recommendations to the Human Capital and Compensation Committee on the payouts for his team, including the NEOs, based on their results, leadership, and contributions in 2023, but was not involved in discussions regarding his own bonus payout.

  72. Final 2023 short-term incentive payout

    Final 2023 short-term incentive payout The Human Capital and Compensation Committee approved an overall bonus payout under the short-term incentive plan of 140% of target, with 120% recognizing the achievement against Financial metrics and 20% recognizing the achievement against Strategic Blueprint Priorities. These outcomes were also consistently applied to the employee population eligible to participate in the short-term incentive plan. The table below represents the 2023 target and actual payout for each of the NEOs based upon the established financial and strategic metrics described above.

  73. Final 2023 short-term incentive payout

    | Name | Target Bonus | Actual Bonus | % Of Target | | Lorenzo Simonelli Chairman, President and CEO | $2,754,000 | $3,855,600 | 140% | | Nancy Buese Executive Vice President and Chief Financial Officer | $950,000 | $1,330,000 | 140% | | Maria Claudia Borras Executive Vice President – OFSE | $950,000 | $1,330,000 | 140% | | Ganesh Ramaswamy (1) Executive Vice President – IET | $839,041 | $1,174,658 | 140% | | James E. Apostolides Senior Vice President – Enterprise Operations Excellence | $475,000 | $665,000 | 140% | | Roderick Christie (2) Former Executive Vice President – IET | $281,781 | $338,137 | 120%(3) | | Regina Jones (4) Former Chief Legal Officer | $705,000 | N/A | N/A |

  74. Final 2023 short-term incentive payout

    | (1) Pro-rata payout from date of hire |

  75. Final 2023 short-term incentive payout

    | (2) Pro-rata payout to date of termination |

  76. Final 2023 short-term incentive payout

    | (3) Following the appointment of Mr. Ramaswamy on January 16, 2023, Mr. Christie moved into an advisory and transition role until his termination date of May 1, 2023. Mr. Christie's bonus payout was adjusted to reflect this change in role |

  77. Final 2023 short-term incentive payout

    | (4) No payout as a result of Ms. Jones' voluntary termination under the terms of the short-term incentive plan |

  78. Long-Term incentive compensation

    Long-Term incentive compensation

  79. Long-Term incentive compensation

    | Key action: Awarded annual long-term incentive grants with an emphasis on outperforming the market With the intention of incentivizing strong performance and ensuring a heavy weighting of at-risk performance incentives, the Human Capital and Compensation Committee granted 60% of Mr. Simonelli's and 50% of the other NEOs' annual long-term incentives during the 2023 grant cycle in the form of Performance-based Share Units ("PSUs"). The vesting of the PSUs is subject to the Company's FCF conversion, ROIC, and TSR relative to the Performance Peer Group measured over a three-year performance period ending in 2025. |

  80. 2023 annual long-term incentive awards

    2023 annual long-term incentive awards The long-term incentive program allows executive officers to earn compensation based on sustained multi-year financial and/or superior stock price performance. Consistent with our at-risk pay philosophy, long-term incentives comprise the largest portion of an executive officer's compensation package. Approximately 73% of Mr. Simonelli's annual target total compensation is based on long-term incentives, while the other NEOs have an average of 56% based on long-term incentives. A primary objective of the long-term incentive plan is to align the interests of executive officers with those of our shareholders. The Human Capital and Compensation Committee determines the total grant date values of long-term incentives to be granted to the executive officers as well as the form of long-term incentive compensation vehicles to be utilized. The awards granted to executive officers by the Human Capital and Compensation Committee vary each year and are based on factors such as the demand for talent, cost considerations, the performance of the Company, the executive officer's performance, competitive compensation information, and the overall value of each NEO's total compensation package as well as other factors the Human Capital and Compensation Committee deems critical to achieving the Company's business objectives. In January 2023, the Human Capital and Compensation Committee approved long-term incentive awards aligned with the NEOs target compensation package in the form of 50% PSUs and 50% RSUs for NEOs other than Mr. Simonelli. Mr. Simonelli's award was in the form of 60% PSUs and 40% RSUs. The PSUs vest upon achievement of performance goals after three years and the RSUs vest one-third each year over three years subject to continued employment. The Human Capital and Compensation Committee believes that these splits provide a balanced focus on stock price appreciation, the successful achievement of financial results, and aids in the retention of key leaders. The Human Capital and Compensation Committee approved an adjustment to the CEO's long-term incentive target grant value in 2023 to recognize Mr. Simonelli's leadership and to align with the competitive market. The table below summarizes the 2023 long-term incentive awards granted to our NEOs:

  81. 2023 annual long-term incentive awards

    | Target Annual LTI Awards | Performance Shares Units(1) | Restricted Stock Units(1) | Total(1) | | Lorenzo Simonelli Chairman, President and CEO | $6,900,000 | $4,600,000 | $11,500,000 | | Nancy Buese Executive Vice President and Chief Financial Officer | $1,750,000 | $1,750,000 | $3,500,000 | | Maria Claudia Borras Executive Vice President – Oilfield Equipment & Services | $1,500,000 | $1,500,000 | $3,000,000 | | Ganesh Ramaswamy Executive Vice President – Industrial Energy Technology | $1,250,000 | $1,250,000 | $2,500,000 | | James E. Apostolides Senior Vice President – Enterprise Excellence Operations | $356,250 | $356,250 | $712,500 | | Roderick Christie (2) Former Executive Vice President – Industrial Energy Technology | — | — | — | | Regina Jones (3) Former Chief Legal Officer | $850,000 | $850,000 | $1,700,000 |

  82. 2023 annual long-term incentive awards

    | (1) Amounts above represent rounded target values as of the date of grant, based on the Company's stock price, and differ from the amounts set forth in the Summary Compensation Table and Grants of Plan-Based Awards Table, which are computed in accordance with FASB ASC Topic 718. |

  83. 2023 annual long-term incentive awards

    | (2) In anticipation of the termination of Mr. Christie's employment, he did not receive a 2023 award. |

  84. 2023 annual long-term incentive awards

    | (3) Upon Ms. Jones' termination of employment, her RSUs and PSUs granted in January 2023 were forfeited. |

  85. 2023 annual long-term incentive awards

    | | 41 |

  86. 2023 annual long-term incentive awards

    The PSU design:

  87. 2023 annual long-term incentive awards

    | • | Utilizes relative metrics for FCF conversion and ROIC, with a payout modifier for relative TSR outcomes; |

  88. 2023 annual long-term incentive awards

    | • | Delivers any payout that is actually earned at the end of the three-year performance period; |

  89. 2023 annual long-term incentive awards

    | • | Compares Baker Hughes' performance versus the Performance Peer Group during the three-year performance period; and |

  90. 2023 annual long-term incentive awards

    | • | Balances stock returns with capital investment returns. |

  91. 2023 annual long-term incentive awards

    | Relative FCF Conversion 50% of Units | | Relative ROIC 50% of Units | | Percentile Rank (Core Metric) | Payout Multiple(1) | Relative TSR Modifier +/-50% | | FCF divided by adjusted EBITDA | + | • 3 Year Absolute Change (2022 versus 2025) • 3 Year Cumulative Average (2023 through 2025) | | 75th Percentile or Greater 50th Percentile 25th Percentile Below 25th Percentile | 150% 100% 50% 0%x | Three-year performance period beginning December 31, 2022 and December 31, 2025, including dividends |

  92. 2023 annual long-term incentive awards

    | (1) The number of the PSUs will be determined by straight-line interpolation for performance between the 25th percentile and the 50th percentile and between the 50th percentile and the 75th percentile. |

  93. 2021 annual long-term incentive PSU payout

    2021 annual long-term incentive PSU payout The PSUs granted in 2021, which vested based on performance through December 31, 2023, were based on FCF conversion (50%) and ROIC (50%), with a payout modifier for TSR outcomes versus the Company's Performance Peer Group during the three-year performance period ending in 2023.

  94. 2021 annual long-term incentive PSU payout

    | Relative FCF Conversion 50% of Units | | Relative ROIC 50% of Units | | Percentile Rank (Core Metric) | Payout Multiple(1) | Relative TSR Modifier +/-50% | | FCF divided by adjusted EBITDA | + | • 3 Year Absolute Change (2020 versus 2023) • 3 Year Cumulative Average (2021 through 2023) | | 75th Percentile or Greater 50th Percentile 25th Percentile Below 25th Percentile | 150% 100% 50% 0%x | Three-year performance period beginning December 31, 2020 and December 31, 2023, including dividends |

  95. 2021 annual long-term incentive PSU payout

    | (1) The number of the PSUs will be determined by straight-line interpolation for performance between the 25th percentile and the 50th percentile and between the 50th percentile and the 75th percentile. |

  96. 2021 annual long-term incentive PSU payout

    The table below represents each of the performance levels and the associated achievement for the 2021 PSUs.

  97. 2021 annual long-term incentive PSU payout

    | 2021 PSU measure | Weighting | Results | Percentile Rank | Payout multiple | Weighted Payout | | Relative FCF Conversion | 50% | 53% | 80% | 150% | 75% | | 3 year Absolute Change ROIC | 25% | 74.9% | 100% | 150% | 37.5% | | 3 year Cumulative Average ROIC | 25% | 3.2% | 40% | 80% | 20% | | Weighted payout | | | | | 132.5% | | Relative TSR Modifier | | +69.5% | 33.4% | | 0.668x | | Total payout | | | | | 88.51% |

  98. 2021 performance-based Transformation Incentive award payout

    2021 performance-based Transformation Incentive award payout The one-off Transformation Incentive award was granted in 2021 to key leadership of the Company to incentivize successful execution of the Company's transition over a three-year period of significant change. It covers the performance period January 1, 2021 through December 31, 2023 and has a potential cash payout ranging from zero to 200% of target depending on Company performance against predetermined goals, including:

  99. 2021 performance-based Transformation Incentive award payout

    | • | 70% relative adjusted EBITDA margin versus the 2021 OSX Index + TechnipFMC; and |

  100. 2021 performance-based Transformation Incentive award payout

    | • | 30% strategic transformational objectives. |

  101. 2021 performance-based Transformation Incentive award payout

    | Relative Financial Component 70% | | Percentile Rank (Core Metric) | Payout Multiple(1) | | Strategic Component 30% | | • 35% Adjusted EBITDA Margin Improvement • 35% Adjusted EBITDA Margin Cumulative Average | | 75th Percentile or Greater 55th Percentile 25th Percentile Below 25th Percentile | 200% 100% 50% 0% | + | • Non O&G Growth • Energy Transition and Growth • Scope 1/2/3 Baseline reduction • Digital Growth and Enablement • Financial: EBITDA /Revenue % |

  102. 2021 performance-based Transformation Incentive award payout

    | (1) The payout on the financial component will be determined by straight-line interpolation for performance between the 25th percentile and the 55th percentile and between the 55th percentile and the 75th percentile. |

  103. 2021 performance-based Transformation Incentive award payout

    The cash-based Transformation Incentive awards vested on December 31, 2023 with an overall payout of 82.44%. The tables below represent the performance against the financial and strategic goals:

  104. 2021 performance-based Transformation Incentive award payout

    | Financial component goals | Weighting | Results | Percentile Rank | Payout multiple | Weighted Payout | | Adjusted EBITDA% Improvement | 35% | 3.4% | 47% | 86% | 30.1% | | Adjusted EBITDA% Cumulative Average | 35% | 14% | 33% | 63.83% | 22.34% | | Weighted payout | | | | | 52.44% |

  105. 2021 performance-based Transformation Incentive award payout

    The 2021 Transformation Incentive awards were 100% performance-based. At the time goals were established, the Company did not have sufficient visibility into these emerging markets and technologies to set ranges around the targets for the strategic component goals. Rather, Company performance against these aspirational goals was evaluated against 2020 baseline, the pre-established target, the Company's actual performance, and the progress against each goal. These inputs were determined as Missed, Met, or Exceeded Objectives.

  106. 2021 performance-based Transformation Incentive award payout

    | Strategic component goals | 2020 Baseline | 2023 Target | 2023 Actual | Assessment | | Non-O&G Growth | $1,632 | $2,618 | $2,183 | $2.2B of Non-O&G Orders booked in 2023. 34% growth vs. baseline but 17% under target. | | | | | | Assessment: Missed Objectives | | Energy transition growth Group 1 only | $94 | $744 | $750 | Positioned company for Energy Transition – $750M New Energy orders booked in 2023, projections for further growth in 2024. | | Energy transition technology Group 1/ Group 2 | $27/ $117 | $109/$81 | N/A | $135M cumulative spend in CTS R&D 2021 to 2023. $220M inorganic investment in acquisitions and partnerships. | | | | | | Assessment: Met Objectives | | Scope 1-2 baseline reduction | 801(1) | ~29% reduction ambition | 28% completed through 2022. Add'l 39K removed in 2023 | 28% achieved by end of 2022 as per CSR report. Finalization of 2023 is ongoing and will be reported as part of CSR report. Expected to meet expectation. | | | | | | Assessment: Exceeded Objectives | | Digital growth (software) | $116 | $225 | $200 | $200M of Software orders booked in 2023, 73% growth vs. 2020 baseline, $25M under 2023 target. | | Digital enablement | $5,498 | $6,694 | $7,243 | $7.2B of Digital enabled Orders. 32% Growth vs. baseline. Exceeded target by 8%. | | | | | | Assessment: Met Objectives | | Financial: EBITDA/ Revenue % | 11.4% | 15% | 14.8% | 14.8% EBITDA margin in 2023. 340bps expansion vs. baseline. | | | | | | Assessment: Met Objectives | | | | | | Total Payout: 30% |

  107. 2021 performance-based Transformation Incentive award payout

    | (1) Baseline is 2019 subject to annual revision |

  108. 2021 performance-based Transformation Incentive award payout

    | | 43 |

  109. Final cash-based Transformation Incentive award payout

    Final cash-based Transformation Incentive award payout The Human Capital and Compensation Committee approved an overall payout of 82.44% for the cash-based Transformation Incentive awards based upon the established financial and strategic components described above. The table below represents the target and actual payout for the NEOs.

  110. Final cash-based Transformation Incentive award payout

    | Name | Target award | Actual award | | Lorenzo Simonelli Chairman, President and CEO | $3,000,000 | $2,473,247 | | Maria Claudia Borras Executive Vice President – OFSE | $1,500,000 | $1,236,623 | | James E. Apostolides Senior Vice President – Enterprise Operations Excellence | $250,000 | $206,104 | | Roderick Christie Former Executive Vice President – IET | $1,500,000 | $1,236,623 |

  111. Other elements of compensation

    Other elements of compensation As a part of his hiring process, the incoming Executive Vice President—IET, Ganesh Ramaswamy received one-time sign-on awards. On January 24, 2023, he was granted a RSU award with a target value of $2 million with cliff vesting at the end of a two-year period. He was also granted a one-time cash sign-on award of $2.5 million, paid upon hire and subject to eighteen-month payback provisions should he voluntarily resign or be terminated for cause during that period. The intent of these awards was to incentivize recruitment by recognizing a portion of the outstanding compensation Mr. Ramaswamy was forfeiting by terminating his employment with his former employer. Baker Hughes offers a variety of health and welfare and retirement programs to all eligible employees. The NEOs are generally eligible for the same broad-based benefit programs on the same basis as the rest of our employees who work in their respective countries. Programs that provide different levels of benefits for executive officers are noted in the descriptions below, including long-term disability, life insurance, the Baker Hughes Supplemental Retirement Plan (the "SRP"), the frozen Baker Hughes Supplementary Pension Plan, the Executive Severance Plan, and financial counseling. We routinely benchmark our benefit programs against the competitive market and make modifications as we deem appropriate. Outlined below is a summary of benefits provided in 2023 to Baker Hughes executives.

  112. Executive severance plan

    Executive severance plan The Baker Hughes Executive Severance Plan provides assistance to executive officers, including NEOs, while they seek other employment following an involuntary separation from service. Under the plan, NEOs are eligible for severance of twelve months of base salary and outplacement services up to twelve months. Our NEOs may also have additional severance benefits through individual agreements, which are described in the Payments Upon Change in Control or Termination section later in this Proxy Statement.

  113. Change in Control plan

    Change in Control plan The Baker Hughes Company Executive Change in Control Severance Plan (the "Executive Change in Control Plan") covers top management of the Company, including the NEOs. The plan provides market-aligned, double-trigger protections to participants in the event of a change in control. Potential payments under this plan are outlined in the Payments Upon Change in Control or Termination section later in this Proxy Statement.

  114. Compensation consultant and conflict of interest analysis

    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. FW Cook advised the Human Capital and Compensation Committee on matters related to the executive officer's compensation and general compensation programs, including industry best practices. As described above, FW Cook has also been engaged by the Board to review our non-employee director compensation program. 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.

  115. Benchmarking

    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."

  116. Benchmarking

    | | 45 |

  117. Compensation "Reference 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.

  118. Performance "Peer Group"

    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 PSU awards in 2023, 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 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.

  119. Performance "Peer Group"

    | Performance Peer Group |

  120. Performance "Peer Group"

    | Cactus, Inc. ChampionX Corporation Core Laboratories N.V. Dril-Quip Inc. Golar LNG Limited Halliburton Company | Helmerich & Payne, Inc. Liberty Oilfield Services, Inc. Nabors Industries Ltd. NOV, Inc. Oceaneering International, Inc. Oil States International, Inc. | Schlumberger Limited TechnipFMC plc Transocean Ltd. USA Compression Partners LP S&P 500 Industrials Index (Median Performing Company) |

  121. Risk assessment

    Risk assessment Baker Hughes conducts an annual review of its compensation programs and practices to assess any inherent risks which are reasonably likely to have a material adverse effect on the Company and presents a report to the Human Capital and Compensation Committee to facilitate a discussion. For purposes of this review, risk was defined as any compensation arrangements for all employees, including NEOs, that could motivate behavior that could be reasonably likely to have a material adverse effect on the Company. The review evaluates certain areas of potential risk and tools for mitigating risk specifically related to compensation. Overall, the Company's compensation programs are designed to manage risk at appropriate levels and do not include features which encourage behaviors that lead to excessive risk-taking. The Human Capital and Compensation Committee retains the discretion to increase, reduce, or eliminate payouts under the Baker Hughes Executive Officer Short-Term Incentive Compensation Plan. Generally, under the long-term incentive awards, payouts are eliminated in the event of terminations of employment for cause (as defined in the applicable long-term incentive plan). The long-term incentive awards provide that the awards are subject to the Company's clawback policy now or hereafter in effect. Based on the review, the Human Capital and Compensation Committee concluded that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company.

  122. Summary compensation table

    Summary compensation table The following table summarizes the total compensation paid or earned for 2023, 2022, and 2021 by each of the NEOs, comprised of our principal executive officer, our principal financial officer, and our three other most highly compensated executive officers in each case during the year ended December 31, 2023, and two former executive officers for whom disclosure would have been provided but for the fact that the individuals were not serving as executive officers as of December 31, 2023.

  123. Summary compensation table

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) ($) | All Other Compensation(5) ($) | Total ($) | | Lorenzo Simonelli Chairman, President and CEO | 2023 | 1,589,230 | | 12,083,545 | 6,328,847 | 992,907 | 686,207 | 21,680,736 | | | 2022 | 1,542,308 | | 12,056,262 | 1,632,800 | — | 860,218 | 16,091,588 | | | 2021 | 1,494,231 | | 10,856,292 | 2,722,125 | — | 573,804 | 15,646,452 | | Nancy Buese Executive Vice President and Chief Financial Officer | 2023 | 919,230 | | 3,648,002 | 1,330,000 | 2,721 | 142,274 | 6,042,227 | | | 2022 | 131,538 | 2,000,000 | 4,999,998 | — | — | 10,246 | 7,141,782 | | | 2021 | | | | | | | | | Maria Claudia Borras Executive Vice President—OFSE | 2023 | 950,000 | | 3,126,850 | 2,566,623 | 38,128 | 252,000 | 6,933,601 | | | 2022 | 935,000 | | 6,240,012 | 617,500 | — | 318,109 | 8,110,621 | | | 2021 | 820,000 | | 2,678,371 | 975,800 | — | 248,257 | 4,722,428 | | Ganesh Ramaswamy Executive Vice President—IET | 2023 | 824,519 | 2,500,000 | 4,605,668 | 1,174,658 | — | 102,979 | 9,207,824 | | | 2022 | | | | | | | | | | 2021 | | | | | | | | | James E. Apostolides Senior Vice President—Enterprise Operations Excellence | 2023 | 475,000 | | 742,573 | 871,104 | 84,506 | 103,783 | 2,276,966 | | | 2022 | | | | | | | | | | 2021 | | | | | | | | | Roderick Christie Former Executive Vice President—IET | 2023 | 298,901 | | 1,535,440 | 1,574,760 | 86,764 | 930,788 | 4,426,653 | | | 2022 | 777,472 | | 2,700,009 | 552,500 | — | 250,681 | 4,280,662 | | | 2021 | 710,000 | | 2,142,688 | 975,000 | — | 163,013 | 3,990,701 | | Regina Jones Former Chief Legal Officer | 2023 | 469,615 | | 1,771,867 | | 46,585 | 161,218 | 2,449,285 | | | 2022 | | | | | | | | | | 2021 | | | | | | | |

  124. Summary compensation table

    The amounts reflected in the "Total ($)" column may not add up to the values in the individual columns due to rounding.

  125. Summary compensation table

    | (1) The amount reflected in the "Bonus" column for Mr. Ramaswamy represents a cash sign-on bonus. |

  126. Summary compensation table

    | (2) The amount reflected in the "Stock Awards" column is the aggregate grant date fair value of stock awards in the form of PSUs and RSUs granted in the years shown. For RSUs generally the aggregate grant date fair value is the amount that the Company expects to expense for accounting purposes over the award's vesting schedule and does not correspond to the actual value that the NEOs will realize from the award. For PSUs the aggregate grant date fair value of the awards made to the NEOs is estimated in accordance with FASB ASC Topic 718. The estimated fair value of each grant is established on the date of grant using a Monte Carlo simulation model in a manner that is consistent with generally accepted valuation principles. The value ultimately realized by the executive upon the actual vesting award may or may not be equal to the FASB ASC Topic 718 determined value. For a discussion of valuation assumptions, see "Note 12—Stock-Based Compensation" of the Notes to Consolidated Financial Statements included in our Annual Report under Item 8 of the Form 10-K for the year ended December 31, 2023. The value of the 2023 PSU awards on the grant date, assuming achievement of the maximum performance level of 225% would be: Mr. Simonelli — $16,838,007; Ms. Buese — $4,270,514; Ms. Borras — $3,660,430; Mr. Ramaswamy — $3,050,346; Mr. Apostolides — $869,289; and Ms. Jones — $2,074,226. As described in the Payments Upon Change in Control or Termination section later in this Proxy Statement the Company agreed to accelerate the vesting of the 2022 RSUs and PSUs granted to Mr. Christie subject to his compliance with covenants in his separation agreements. As such, the amount reflected in this column for fiscal year 2023 represents the incremental fair value of Mr. Christie's modified awards, computed as of the modification date in accordance with FASB ASC Topic 718 in the amounts of $799,714, and $735,726 respectively. In anticipation of Mr. Christie's termination of employment he did not receive a stock award in fiscal year 2023. Ms. Jones' RSUs and PSUs granted in January 2023 were forfeited upon her termination due to voluntary resignation. |

  127. Summary compensation table

    | The amount reflected in the "Stock Awards" column may not add up to the values in the "Grants of plan-based awards" table in this Proxy Statement due to rounding. |

  128. Summary compensation table

    | (3) The amount reflected in the "Non-Equity Incentive Plan Compensation" column includes the payment earned under our annual bonus program for all the NEOs, except Ms. Jones who was not eligible for a bonus following her exit as a result of voluntary resignation. In addition, for Messrs. Simonelli, Christie and Apostolides, and Ms. Borras, it also includes the payout earned under the 2021 Transformation Incentive award as described in the Long-Term incentive compensation awards section. Non-equity incentive plan compensation awards which were not earned in 2023 are not included. |

  129. Summary compensation table

    | | 49 |

  130. Summary compensation table

    | (4) The amounts in this column reflect the change in the present value of the applicable NEO's accumulated benefits under applicable pension plan(s) and above-market earnings on nonqualified deferred compensation. |

  131. Summary compensation table

    | • | For Messrs. Simonelli and Apostolides and Ms. Borras the amounts include the change in present value of all accumulated benefits under the Baker Hughes Supplementary Pension Plan which is a completely frozen plan (i.e., frozen as to any new participants and to further accumulation of benefits related to futures service) and, for the NEOs, it is primarily a benefit that was fully funded by GE and transferred to Baker Hughes, effective as of December 31, 2018 for service prior to that date. For 2023, the applicable values were: Mr. Simonelli — $781,469; Ms. Borras — $36,703; and Mr. Apostolides — $61,170. |

  132. Summary compensation table

    | • | For Mr. Christie, the amount in this column represents the change in present value of all accumulated benefits under the Baker Hughes UK Pension Plan which is a completely frozen plan (i.e., frozen as to any new participants and to further accumulation of benefits related to future service) and, for Mr. Christie, it is primarily a benefit that was fully funded by GE and transferred to Baker Hughes, effective as of July 1, 2019 for service prior to that date. |

  133. Summary compensation table

    | • | None of the NEOs will earn future benefits under the Baker Hughes Supplementary Pension Plan or the Baker Hughes UK Pension Plan for future service to Baker Hughes. |

  134. Summary compensation table

    | (5) We provide NEOs with other benefits that we believe are reasonable, competitive, and consistent with our overall executive compensation program. The costs of these benefits for 2023, minus any reimbursements by the NEOs, are shown in the table below. On occasion/infrequently, spouses or family members of our named executive officers accompany them on chartered aircraft that is already going to a specific destination for business purposes. This use has minimal, if any, incremental cost to the Company. |

  135. Summary compensation table

    | Name | Life Insurance Premiums ($) | Company Contributions to Retirement & Savings Plans ($) | Financial & Tax Planning ($) | Relocation Benefits ($) | Dividend Equivalents ($) | Immigration and tax preparation services ($) | Severance ($) | Other ($) | Total ($) | | Simonelli | 43,540 | 289,983 | 15,590 | — | 320,178 | 16,917 | — | — | 686,207 | | Buese | 4,536 | 79,431 | — | 8,797 | 45,910 | — | — | 3,600 | 142,274 | | Borras | 29,227 | 141,075 | — | — | 81,698 | — | — | — | 252,000 | | Ramaswamy | 4,410 | 82,607 | 14,230 | — | — | — | — | 1,732 | 102,979 | | Apostolides | 2,394 | 70,537 | 14,840 | — | 16,011 | — | — | — | 103,783 | | Christie | 1,170 | 44,205 | — | 9,672 | 10,741 | — | 865,000 | — | 930,788 | | Jones | 2,268 | 81,753 | 9,799 | — | 67,398 | — | — | — | 161,218 |

  136. Summary compensation table

    | The amounts reflected in the "Total ($)" column may not add up to the values in the individual columns due to rounding. |

  137. Summary compensation table

    | Life Insurance Premiums: Described under Employee Benefits in this Proxy Statement. |

  138. Summary compensation table

    | Company Contributions to Retirement & Savings Plans: The values represent employer matching and employer base contributions that the Company contributed to the Baker Hughes Company 401(k) Plan that is available to all U.S. employees and Company contributions to SRP accounts available to U.S. executives. For Mr. Christie the values represent employer contributions to the Baker Hughes International Retirement Plan, an alternative benefits program available to non-U.S. executives. |

  139. Summary compensation table

    | Financial and Tax Planning: Expenses for the use of advisors for financial, estate, and tax preparation, as well as planning and investment analysis and advice. |

  140. Summary compensation table

    | Relocation Benefits: With respect to Ms. Buese, this column reflects the benefits provided to her in connection with her one-time relocation to Houston as per her offer of employment. These benefits are consistent with those we provide to employees required to relocate within their country of residence. With respect to Mr. Christie, this column reflects benefits provided to him in connection with his non-permanent assignment to Florence, at the Company's request and while employed by Baker Hughes. These benefits, which are consistent with those we provide to employees working on non-permanent assignments outside their home countries consisted of immigration support, cost-of-living adjustments, housing, transportation, utilities, and other destination services. |

  141. Summary compensation table

    | Dividend Equivalents: This column reflects payments for dividend equivalents that accrued as quarterly dividends are declared and that are paid when the RSUs vest. |

  142. Summary compensation table

    | Immigration and tax preparation services: This column reflects payments made towards expenses in connection with Mr. Simonelli's immigration to the United States at the Company request, and the tax gross up on these payments. |

  143. Summary compensation table

    | Severance: This column reflects the severance payments made to Mr. Christie as described in the Payments Upon Change in Control or Termination section. The severance payments consist of 12 months Base Salary equal to $850,000 and $15,000 payment as compensation for loss of benefits. |

  144. Summary compensation table

    | Other: This column reflects other benefits provided, none of which individually exceeded the greater of $25,000 nor 10% of the total amounts of perquisites described in this section. These benefits include the cost of annual physical examinations for Ms. Buese and Mr. Ramaswamy. |

  145. Grants of plan-based awards in 2023

    Grants of plan-based awards in 2023 This table discloses the number of PSUs and RSUs granted during 2023 and the grant date fair value of these awards. It also sets forth potential future payouts under the Company's non-equity incentive plans.

  146. Grants of plan-based awards in 2023

    | Name | Grant Date | Award Type | Estimated Payouts Under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Performance-Based RSUs (#)(2) | | | RSUs(3) (#) | Grant Date Fair Value of Awards ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Lorenzo Simonelli | N/A | STI | 963,900 | 2,754,000 | 5,508,000 | | | | | | | | 1/24/2023 | PSU | | | | — | 228,855 | 514,924 | | 7,483,559 | | | 1/24/2023 | RSU | | | | | | | 152,570 | 4,599,986 | | Nancy Buese | N/A | STI | 332,500 | 950,000 | 1,900,000 | | | | | | | | 1/24/2023 | PSU | | | | — | 58,043 | 130,597 | | 1,898,006 | | | 1/24/2023 | RSU | | | | | | | 58,043 | 1,749,996 | | Maria Claudia Borras | N/A | STI | 332,500 | 950,000 | 1,900,000 | | | | | | | | 1/24/2023 | PSU | | | | — | 49,751 | 111,940 | | 1,626,858 | | | 1/24/2023 | RSU | | | | | | | 49,751 | 1,499,993 | | Ganesh Ramaswamy | N/A | STI | 306,250 | 875,000 | 1,750,000 | | | | | | | | 1/24/2023 | PSU | | | | — | 41,459 | 93,283 | | 1,355,709 | | | 1/24/2023 | RSU | | | | | | | 41,459 | 1,249,989 | | | 1/24/2023 | RSU | | | | | | | 66,334 | 1,999,970 | | James E. Apostolides | N/A | STI | 166,250 | 475,000 | 950,000 | | | | | | | | 1/24/2023 | PSU | | | | — | 11,815 | 26,584 | | 386,351 | | | 1/24/2023 | RSU | | | | | | | 11,815 | 356,222 | | Roderick Christie | N/A | STI | 297,500 | 850,000 | 1,700,000 | | | | | | | | | PSU | | | | — | 24,864 | 55,944 | | 735,726(4) | | | | RSU | | | | | | | 27,350 | 799,714(4) | | Regina Jones | N/A | STI | 246,750 | 705,000 | 1,410,000 | | | | | | | | 1/24/2023 | PSU | | | | — | 28,192 | 63,432 | | 921,878 | | | 1/24/2023 | RSU | | | | | | | 28,192 | 849,989 |

  147. Grants of plan-based awards in 2023

    | (1) Amounts represent potential payouts for the fiscal year 2023 performance year under the short-term incentive plan. If threshold levels of performance are not met, then the payout can be zero. |

  148. Grants of plan-based awards in 2023

    | (2) Amounts represent grants of PSUs made in January 2023. These awards cliff vest after three years if the performance criteria are met. For potential payout information, see the discussion on "Performance Share Units" in the CD&A Section. Dividends are accrued throughout the three-year vest period on PSUs and paid out once the units vest. The dividend rate is determined by the Board on a quarterly basis. |

  149. Grants of plan-based awards in 2023

    | (3) Amounts shown represent the number of RSUs granted in 2023. Awards generally vest pro rata over a three-year period beginning on the first anniversary of the grant date. Dividends are accrued throughout the year on RSUs and paid out once the units vest. The dividend rate is determined by the Board on a quarterly basis. The Company determines the fair value of RSUs based on the market price of our Class A Common Stock on the date of grant. Mr. Ramaswamy's grant of 66,334 RSUs reflects a sign-on RSU grant which will cliff vest on the second anniversary of the grant date. |

  150. Grants of plan-based awards in 2023

    | (4) As described in the Payments Upon Change in Control or Termination section later in this Proxy Statement the Company agreed to accelerate the vesting of the 2022 RSUs and PSUs granted to Mr. Christie subject to his compliance with covenants in his separation agreements. The amount reflected for Mr. Christie represents the incremental fair value of the modified awards, computed as of the modification date in accordance with FASB ASC Topic 718. In anticipation of Mr. Christie's termination of employment, he did not receive a stock award in fiscal year 2023. |

  151. Grants of plan-based awards in 2023

    | | 51 |

  152. Outstanding equity awards at 2023 fiscal year end

    Outstanding equity awards at 2023 fiscal year end The following table shows outstanding stock option awards classified as exercisable and unexercisable as of December 31, 2023 for the NEOs. The table also shows unvested and unearned stock awards assuming a market value of $34.18 per share (the closing market price of the Company's Common Stock on December 29, 2023, the last trading day of 2023).

  153. Outstanding equity awards at 2023 fiscal year end

    | | Option Awards | | | | | Stock Awards | | | | | Name | Option / PSU / RSU Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price(1) ($) | Option Expiration Date(2) | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares Units or Other Rights that have not Vested ($) | | Lorenzo Simonelli | 8/1/2017 | 374,687 | | 35.70 | 8/1/2027 | | | | | | | 1/22/2018 | 199,822 | | 35.55 | 1/22/2028 | | | | | | | 1/23/2019 | 353,218 | | 22.98 | 1/23/2029 | | | | | | | 1/28/2021 | | | | | 64,725(3) | 2,212,301 | | | | | 1/28/2021 | | | | | | | 257,795(6) | 8,811,433 | | | 1/25/2022 | | | | | 105,024(3) | 3,589,720 | | | | | 1/25/2022 | | | | | | | 236,305(7) | 8,076,905 | | | 1/24/2023 | | | | | 152,570(3) | 5,214,843 | | | | | 1/24/2023 | | | | | | | 228,855(8) | 7,822,264 | | Nancy Buese | 11/2/2022 | | | | | 120,817(3) | 4,129,525 | | | | | 1/24/2023 | | | | | 58,043(3) | 1,983,910 | | | | | 1/24/2023 | | | | | | | 58,043(8) | 1,983,910 | | Maria Claudia Borras | 7/31/2017 | 50,362 | | 36.89 | 7/31/2027 | | | | | | | 1/22/2018 | 55,506 | | 35.55 | 1/22/2028 | | | | | | | 1/23/2019 | 23,585 | | 22.98 | 1/23/2029 | | | | | | | 1/28/2021 | | | | | 20,227(3) | 691,359 | | | | | 1/28/2021 | | | | | | | 53,706(6) | 1,835,671 | | | 1/25/2022 | | | | | 35,804(3) | 1,223,781 | | | | | 1/25/2022 | | | | | 107,411(4) | 3,671,308 | | | | | 1/25/2022 | | | | | | | 53,705(7) | 1,835,637 | | | 1/24/2023 | | | | | 49,751(3) | 1,700,489 | | | | | 1/24/2023 | | | | | | | 49,751(8) | 1,700,489 | | Ganesh Ramaswamy | 1/24/2023 | | | | | 41,459(3) | 1,417,069 | | | | | 1/24/2023 | | | | | 66,334(5) | 2,267,296 | | | | | 1/24/2023 | | | | | | | 41,459(8) | 1,417,069 |

  154. Outstanding equity awards at 2023 fiscal year end

    | | Option Awards | | | | | Stock Awards | | | | | Name | Option / PSU / RSU Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price(1) ($) | Option Expiration Date(2) | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares Units or Other Rights that have not Vested ($) | | James E. Apostolides | 7/31/2017 | 3,021 | | 36.89 | 7/31/2027 | | | | | | | 1/22/2018 | 6,216 | | 35.55 | 1/22/2028 | | | | | | | 1/23/2019 | 10,989 | | 22.98 | 1/23/2029 | | | | | | | 1/1/2021 | | | | | 11,893(4) | 406,503 | | | | | 1/28/2021 | | | | | 4,045(3) | 138,258 | | | | | 1/28/2021 | | | | | | | 10,740(6) | 367,093 | | | 1/25/2022 | | | | | 7,130(3) | 243,703 | | | | | 1/25/2022 | | | | | | | 10,694(7) | 365,521 | | | 1/24/2023 | | | | | 11,815(3) | 403,837 | | | | | 1/24/2023 | | | | | | | 11,815(8) | 403,837 | | Roderick Christie | 7/31/2017 | 40,290 | | 36.89 | 7/31/2027 | | | | | | | 1/22/2018 | 44,404 | | 35.55 | 1/22/2028 | | | | | | | 1/28/2021 | | | | | | | 42,965(6) | 1,468,544 | | | 1/25/2022 | | | | | | | 44,754(7) | 1,529,692 |

  155. Outstanding equity awards at 2023 fiscal year end

    | (1) The exercise price is equal to the closing market price of a share of our Common Stock on the grant date. |

  156. Outstanding equity awards at 2023 fiscal year end

    | (2) Each option grant has a ten-year term and vests ratably over three years beginning on the first anniversary of the grant date. |

  157. Outstanding equity awards at 2023 fiscal year end

    | (3) Reflects the number of three-year RSUs that will vest ratably over three years beginning on the first anniversary of the grant date. |

  158. Outstanding equity awards at 2023 fiscal year end

    | (4) Reflects the number of three-year RSUs that will cliff vest on the third anniversary of the grant date. |

  159. Outstanding equity awards at 2023 fiscal year end

    | (5) Reflects the number of two-year RSUs that will cliff vest on the second anniversary of the grant date. |

  160. Outstanding equity awards at 2023 fiscal year end

    | (6) Reflects the achievement of performance and service conditions of 88.51% for the three-year FCF and ROIC PSUs which vested in January 2024. |

  161. Outstanding equity awards at 2023 fiscal year end

    | (7) Reflects the target number of three-year PSUs which are scheduled to vest in January 2025, subject to the achievement of performance and service conditions. As described in the Payments Upon Change in Control or Termination section later in this Proxy Statement the Company agreed to accelerate the vesting of the 2022 PSUs granted to Mr. Christie subject to his compliance with covenants in his separation agreement. These PSUs remain outstanding following his termination subject to achievement of the performance conditions. |

  162. Outstanding equity awards at 2023 fiscal year end

    | (8) Reflects the target number of three-year PSUs which are scheduled to vest in January 2026, subject to the achievement of performance and service conditions. |

  163. 2023 Option exercises and stock vested

    2023 Option exercises and stock vested The following table sets forth certain information regarding stock awards vested during 2023 for the NEOs.

  164. 2023 Option exercises and stock vested

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(1) ($) | | Lorenzo Simonelli | | | 387,382 | 11,432,347 | | Nancy Buese | | | 60,408 | 2,145,088 | | Maria Claudia Borras | 35,277 | 365,392 | 96,952 | 2,891,588 | | Ganesh Ramaswamy | | | | | | James E. Apostolides | | | 16,314 | 490,701 | | Roderick Christie | 78,492 | 629,506 | 77,116 | 2,241,908 | | Regina Jones | | | 85,457 | 2,516,757 |

  165. 2023 Option exercises and stock vested

    | (1) The value realized upon the vesting of the stock awards is determined by multiplying the number of shares of stock by the closing price of the stock on the vesting date. |

  166. 2023 Option exercises and stock vested

    | | 53 |

  167. Pension benefits

    Pension benefits The following table discloses the years of credited service of, present single-sum value of the accrued benefits for, and payments during the last fiscal year to each of the NEOs under the Baker Hughes Company Supplementary Pension Plan, the Baker Hughes UK Pension Plan, and the Baker Hughes Company Pension Plan.

  168. Pension benefits

    | Name | Plan Name | Number of Years Credited Service(1) (#) | Present Value of Accumulated Benefit(2) ($) | Payments During Last Fiscal Year ($) | | Lorenzo Simonelli | Baker Hughes Supplementary Pension Plan | 24 | 6,780,040 | — | | Maria Claudia Borras | Baker Hughes Supplementary Pension Plan | 4 | 393,278 | — | | Maria Claudia Borras | Baker Hughes Company Pension Plan | 2 | 22,251 | — | | James E. Apostolides | Baker Hughes Supplementary Pension Plan | 20 | 497,600 | — | | Roderick Christie | Baker Hughes UK Pension Plan | 20 | 1,066,191(3) | — |

  169. Pension benefits

    | (1) For Messrs. Simonelli and Apostolides and Ms. Borras this reflects 24, 20 and 4 years of credited service, respectively, under the Baker Hughes Supplementary Pension Plan and is based on the terms of the plan, and, for Mr. Christie this reflects 20 years of service, under the Baker Hughes UK Pension Plan and the valuation assumptions described in "Note 10—Employee Benefit Plans" of the Notes to Consolidated Financial Statements included in our Annual Report under Item 8 of the Form 10-K for the year ended December 31, 2023. The Baker Hughes Supplementary Pension Plan and the Baker Hughes UK Pension Plan are both currently frozen and no further years of service will be credited under the plan. Messrs. Simonelli, Apostolides, Christie and Ms. Borras have provided 1.5 years of service to Baker Hughes. The remaining 22.5, 18, 2.3 and 18 years of credited service, respectively, under the Baker Hughes Supplementary Pension Plan, for Messrs. Simonelli and Apostolides and Ms. Borras, and under the Baker Hughes UK Pension Plan for Mr. Christie, relate to years of service provided to GE prior to July 2017. |

  170. Pension benefits

    | (2) For the valuation method and all material assumptions applied in quantifying the present value of the current accrued benefit, please see "Note 10—Employee Benefit Plans" of the Notes to Consolidated Financial Statements included in our Annual Report under Item 8 of the Form 10-K for the year ended December 31, 2023. |

  171. Pension benefits

    | (3) A foreign exchange rate of 1 GBP to 1.27 USD was used to calculate values for Mr. Christie as of December 31, 2023. |

  172. Pension benefits

    Benefits under the Baker Hughes Supplementary Pension Plan for our NEOs are generally payable in ten equal annual installments starting on the first day of the month following the later of (1) the NEO's attainment of age 60 or (2) three completed calendar months after the NEO's separation from service (or six completed calendar months after separation from service if the NEO is a section 409A specified employee). Benefits under the Baker Hughes UK Pension Plan for our NEOs are generally paid in the form of a life annuity following the NEO's termination of employment.

  173. Nonqualified deferred compensation

    Nonqualified deferred compensation The following table discloses contributions, earnings, and balances to each of the NEOs under the SRP that provide for compensation deferral on a non-tax-qualified basis.

  174. Nonqualified deferred compensation

    | Name | Program | Executive Contributions in Last FY(1) ($) | Registrant Contributions in Last FY(2) ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals / Distributions ($) | Aggregate Balance at Last FY End ($) | | Lorenzo Simonelli | SRP | — | 260,283 | 276,275 | — | 1,811,370 | | Nancy Buese | SRP | — | 53,031 | 3,944 | — | 56,975 | | Maria Claudia Borras | SRP | — | 111,375 | 26,403 | — | 595,029 | | Ganesh Ramaswamy | SRP | — | 59,507 | 921 | — | 60,428 | | James E. Apostolides | SRP | — | 40,837 | 29,444 | — | 182,220 | | Roderick Christie (3) | N/A | — | — | — | — | — | | Regina Jones | SRP | 23,481 | 52,053 | 59,406 | — | 374,987 |

  175. Nonqualified deferred compensation

    | (1) Amounts shown in the "Executive Contributions in Last FY" column are also included in the "Salary" and "Non-Equity Incentive Plan Compensation" columns of the Summary Compensation Table. |

  176. Nonqualified deferred compensation

    | (2) Amounts shown in the "Registrant Contributions in Last FY" column are also included in the "All Other Compensation" column of the Summary Compensation Table. |

  177. Nonqualified deferred compensation

    | (3) Mr. Christie was not eligible to participate in the SRP in 2023. |

  178. Nonqualified deferred compensation

    Please see "Executive Benefits – Retirement plans" for a narrative description of the material factors necessary to understand the SRP.

  179. Potential payments upon change in control or termination

    Potential payments upon change in control or termination Some of our compensation plans that apply on the same basis to other eligible employees provide change in control benefits only if an employee is terminated without cause or resigns for good reason (as defined in the applicable arrangements) within 24 months (or, in some cases, 12 months) following a change in control. Baker Hughes does not provide excise tax gross-ups on any payments associated with a change in control. The following summary generally describes compensation that would have been payable to our NEOs had a change in control and/or a termination triggering the payments occurred on December 31, 2023.

  180. Potential payments upon termination or a change in control

    Potential payments upon termination or a change in control The table below assumes for each of our current NEOs a termination date or change-in-control date of December 31, 2023, the last day of the fiscal year. The value of equity compensation awards (accelerated vesting of stock options and restricted stock awards/units) is based on the closing price of our Common Stock of $34.18 on Nasdaq on December 29, 2023, the last trading day of 2023. Our NEOs do not have contractual entitlements to benefits for trigger events not listed in the table. Following Ms. Jones' voluntary termination, she was not eligible for any of the payments and benefits mentioned in the table below.

  181. Potential payments upon termination or a change in control

    | | Lorenzo Simonelli ($) | Nancy Buese ($) | Maria Claudia Borras ($) | Ganesh Ramaswamy ($) | James E. Apostolides ($) | Roderick Christie ($) | | Payments in the Event of a Change in Control and Termination of Employment With Good Reason or by the Company Without Cause | | | | | | | | Severance Payment | 10,935,000 | 3,800,000 | 3,800,000 | 3,500,000 | 1,900,000 | — | | Short-Term Incentive Plan Bonus | 2,754,000 | 950,000 | 950,000 | 875,000 | 475,000 | — | | Outplacement Services | 35,000 | 35,000 | 35,000 | 35,000 | 35,000 | — | | Continuation of Health and Life Insurance Benefits | 31,425 | 52,349 | 50,249 | 52,079 | 47,759 | — | | Interest Paid for Section 409A Six-Month Delay | 497,534 | 173,699 | 173,688 | 160,106 | 87,597 | — | | Accelerated Vesting of RSUs / PSUs (1) | 26,916,032 | 8,097,345 | 10,823,063 | 5,101,433 | 1,961,659 | — | | Dividend Equivalents (2) | 957,255 | 207,740 | 420,067 | 116,417 | 80,887 | — | | Supplemental Retirement Plan (3) | — | 23,569 | — | 19,781 | — | — | | Sign-On Bonus Subject to Clawback | | 2,000,000 | | 2,500,000 | | | | Best of Net Tax Adjustment (4) | (4,491,444) | (98,384) | — | — | — | — | | TOTAL | 37,634,802 | 15,241,317 | 16,252,066 | 12,359,816 | 4,587,902 | — | | Payments upon a Change in Control Without Termination of Employment | | | | | | | | Accelerated Vesting of RSUs / PSUs (5) | 2,212,301 | — | 691,359 | — | 544,761 | — | | Dividend Equivalents (2) | 144,337 | — | 45,106 | — | 35,542 | — | | Supplemental Retirement Plan (3) | — | 23,569 | — | 19,781 | — | — | | TOTAL | 2,356,637 | 23,569 | 736,465 | 19,781 | 580,303 | — | | Payments upon Disability | | | | | | | | Short-Term Incentive Plan Bonus | 2,754,000 | 950,000 | 950,000 | 875,000 | 475,000 | — | | Accelerated Vesting of RSUs / PSUs (6) | 13,878,926 | 4,129,525 | 7,422,084 | — | 1,153,985 | — | | Dividend Equivalents (2) | 659,744 | 117,192 | 342,455 | — | 62,456 | — | | Supplemental Retirement Plan (3) | — | 23,569 | — | 19,781 | — | — | | Sign-On Bonus Subject to Clawback | | 2,000,000 | | 2,500,000 | | | | TOTAL | 17,292,669 | 7,220,287 | 8,714,540 | 3,394,781 | 1,691,441 | — |

  182. Potential payments upon termination or a change in control

    | | Lorenzo Simonelli ($) | Nancy Buese ($) | Maria Claudia Borras ($) | Ganesh Ramaswamy ($) | James E. Apostolides ($) | Roderick Christie ($) | | Payments upon Death | | | | | | | | Short-Term Incentive Plan Bonus | 2,754,000 | 950,000 | 950,000 | 875,000 | 475,000 | — | | Accelerated Vesting of RSUs / PSUs (7) | 26,916,032 | 8,097,345 | 10,823,063 | 5,101,433 | 1,961,659 | — | | Dividend Equivalents (2) | 957,255 | 207,740 | 420,067 | 116,417 | 80,887 | — | | Supplemental Retirement Plan (3) | — | 23,569 | — | 19,781 | — | — | | Sign-On Bonus Subject to Clawback | | 2,000,000 | | 2,500,000 | | | | TOTAL | 30,627,287 | 11,278,653 | 12,193,130 | 8,612,631 | 2,517,546 | — | | Payments upon Involuntary Termination of Employment Not in Connection with a Change in Control | | | | | | | | Severance Payment | 5,271,213 | 950,000 | 950,000 | 875,000 | 475,000 | 850,000 | | Short-Term Incentive Plan Bonus | 2,754,000 | 950,000 | 950,000 | 875,000 | 475,000 | 338,137 | | Outplacement Services | 35,000 | 35,000 | 35,000 | 35,000 | 35,000 | — | | Continuation of Health and Life Insurance Benefits | 3,143 | 6,544 | 6,281 | 6,510 | 5,970 | 15,000 | | Accelerated Vesting of RSUs / PSUs (8) | 8,833,476 | 172,074 | 4,712,985 | — | 867,185 | 2,154,159 | | Dividend Equivalents (2) | 432,963 | 4,883 | 221,560 | — | 49,305 | 68,623 | | Sign-On Bonus Subject to Clawback | | 2,000,000 | | 2,500,000 | | | | Relocation Allowance | | | | | | 5,000 | | TOTAL | 17,329,794 | 4,118,501 | 6,875,826 | 4,291,510 | 1,907,460 | 3,430,919 |

  183. Potential payments upon termination or a change in control

    The amounts reflected in the totals may not add up to the values in the individual columns due to rounding.

  184. Potential payments upon termination or a change in control

    | (1) All service-based restrictions on RSUs and PSUs would have immediately lapsed. Attainment of the performance conditions would be fixed at target for PSUs. |

  185. Potential payments upon termination or a change in control

    | (2) Values include the quarterly dividend equivalents that would have been due upon the vesting of the RSUs and the PSUs. |

  186. Potential payments upon termination or a change in control

    | (3) Ms. Buese and Mr. Ramaswamy joined the SRP in 2023 and hold unvested funds in the plan which would vest as a result of the events indicated in the table. |

  187. Potential payments upon termination or a change in control

    | (4) Reflects the aggregate impact of the best-of-net tax adjustment for Section 4999 as prescribed under the Executive Change in Control Plan. |

  188. Potential payments upon termination or a change in control

    | (5) While awards granted under the LTIP would generally not vest upon a change in control without termination, the attainment of performance condition for PSUs would have been measured at target at the time of the change in control as described above under "Payments in the event of a change in control without termination of employment". In both cases, the awards would still be subject to their respective service conditions. In the case of certain graded vesting RSUs granted under the 2017 LTIP in 2021, (1) there is 1/3 vesting on a single trigger (change in control only) basis if the participant remains employed through the earlier of the change in control or the regular vesting date (e.g., the first, second or third anniversary of the date of grant) and (2) there is full vesting of any remaining unvested RSUs upon the occurrence of an involuntary termination during 24 months (or, in some cases, 12 months) following a change in control. If a change in control were to have occurred on December 31, 2023, under the graded vesting RSUs granted under the 2017 LTIP in January of 2021, there would have been less than one month of accelerated vesting with respect to the number of RSUs that would have vested on the third anniversary of the date of grant (January of 2024). There would be no accelerated vesting of cliff-based vesting RSUs upon a change in control without termination. All equity awards granted after May of 2021 are subject to double-trigger vesting. |

  189. Potential payments upon termination or a change in control

    | (6) All outstanding RSUs that have been held for at least one year would have become fully vested and non-forfeitable and PSUs would have satisfied their respective service conditions and would continue to vest subject to their respective performance conditions. |

  190. Potential payments upon termination or a change in control

    | (7) All outstanding RSUs would have become fully vested and non-forfeitable. All outstanding PSUs would have satisfied their respective service conditions and would continue to vest subject to their respective performance conditions. |

  191. Potential payments upon termination or a change in control

    | (8) All outstanding RSUs that have been held for at least one year would have become vested on a pro-rata basis and non-forfeitable and PSUs would have satisfied their respective service conditions on a pro-rata basis and would continue to vest subject to their respective performance conditions. In the case of Mr. Christie, the Company agreed to accelerate the vesting of the 2022 RSUs and PSUs granted upon his termination of employment in 2023 subject to his compliance with covenants in his separation agreement. The figure above includes the number of RSUs and PSUs granted to Mr. Christie in 2022 multiplied by the closing price of our Class A Common Stock on December 29, 2023. |

  192. Potential payments upon termination or a change in control

    In addition to the benefits listed above, certain NEOs have pension benefits and nonqualified deferred compensation plan benefits that would have become payable had the NEOs incurred terminations of employment (for any reason) on December 31, 2023. These benefits are fully disclosed earlier in this Proxy Statement under the headings "Pension Benefits" and "Nonqualified Deferred Compensation." Had our NEOs incurred terminations of employment on December 31, 2023, the forms and amounts of any such payments or benefits would not have been enhanced and there would have been no vesting or other accelerations in connection with such terminations of employment, other than indicated in note (3) above with regards to Ms. Buese and Mr. Ramaswamy. As of December 31, 2023, all of our NEOs with the exception of Ms. Buese and Mr. Ramaswamy, had fully non-forfeitable interests in any such pension benefits and nonqualified deferred compensation plan benefits without regard to the occurrence of their terminations of employment and/or a change in control.

  193. Potential payments upon termination or a change in control

    | | 59 |

  194. CEO pay ratio disclosure

    CEO pay ratio disclosure Provisions of the Dodd-Frank Act and regulations that were amended pursuant thereto (the "Pay Ratio Rule") require U.S. public companies to disclose the ratio of their CEO's compensation to that of their median employee. We have estimated the median of the 2023 annual total compensation of our employees, excluding our CEO, to be $69,676. The 2023 annualized total compensation of our Chairman, CEO, and President, Lorenzo Simonelli, was $21,680,736. The ratio of the annualized total compensation of Mr. Simonelli to the estimated median of the annual total compensation of our employees was 311 to 1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. The following paragraphs describe the methodology used to identify the median employee and the ratio of these two amounts.

  195. Pay versus Performance

    Pay versus Performance In this section, we are including the required disclosure for pay versus performance as defined by the SEC for our principal executive officer ("PEO") and Non-PEO NEOs and Company performance for the fiscal years listed below.

  196. Pay versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: (3) | | | | | Year (1) | Summary Compensation Table Total PEO | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non- PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs (2) | Baker Hughes TSR | OSX Index TSR | Net Income (Loss) $MM | Adjusted EBITDA (4) $MM | | 2023 | $21,680,736 | $27,374,079 | $5,222,759 | $5,477,461 | $151 | $107 | $1,943 | $3,763 | | 2022 | $16,091,588 | $14,511,432 | $6,533,381 | $5,987,467 | $127 | $107 | $(601) | $2,981 | | 2021 | $15,646,452 | $21,790,884 | $5,751,387 | $7,226,540 | $101 | $67 | $(219) | $2,681 | | 2020 | $15,313,021 | $8,230,793 | $4,815,026 | $2,079,824 | $85 | $57 | $(9,940) | $2,357 |

  197. Pay versus Performance

    | (1) For fiscal years 2023, 2022, 2021 and 2020, Mr. Simonelli was the PEO for the Company. |

  198. Pay versus Performance

    | (2) Compensation Actually Paid ("CAP") is the Summary Compensation Table ("SCT") total value for the period shown with adjustments for equity awards and pension (as described in more detail in the reconciliation table for our PEO and non-PEOs below). CAP reflects equity awards based on the mark-to-market valuation under ASC Topic 718: Compensation — Stock Compensation for each period in the above table. Pension values for CAP reflect the pension service cost as used in the financial statements for each period shown in the above table. |

  199. Pay versus Performance

    | (3) The Company calculates TSR with a base investment of $100 in a manner consistent with the stock performance graph disclosure requirements under Item 201(e) of Regulation S-K and is cumulative for the measurement periods beginning on December 31, 2019 and ending on December 31 of each 2023, 2022, 2021 and 2020, respectively. The peer group used for comparison for each of the fiscal years 2023, 2022, 2021 and 2020 is the Philadelphia Oil Service ("OSX") Index. |

  200. Pay versus Performance

    | (4) We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. Adjusted EBITDA is a key measure in our Short-Term Incentive Plan and influences payouts across our compensation programs. Adjusted EBITDA is a non-GAAP measure. A reconciliation of GAAP to non-GAAP measures is included in the Proxy Statement in Annex B. |

  201. Pay versus Performance

    The PEO Summary Compensation Table to CAP reconciliation is summarized in the following table:

  202. Pay versus Performance

    | Year | SCT Total for PEO | Minus SCT Change in Pension Value for PEO | Plus Pension Value Service Cost (1) | Minus SCT Equity for PEO | Plus EOY* Fair Value of Equity Awards Granted During Fiscal Year that are Outstanding and Unvested at EOY | Plus (Minus) Change from BOY* to EOY in Fair Value of Awards Granted in Any Prior Fiscal Year that are Outstanding and Unvested at EOY | Plus Fair Value at Vesting Date of Awards Granted and Vested During the Fiscal Year | Plus (Minus) Change in Fair Value from BOY to Vesting Date of Awards Granted in Any Prior Fiscal Year that Vested During the Fiscal Year | Minus Fair Value at BOY of Awards Granted in Prior Year that were Forfeited During the Fiscal Year | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | PEO CAP | | 2023 | 21,680,736 | 992,907 | — | 12,083,544 | 14,380,485 | 2,022,918 | — | 2,366,391 | — | — | 27,374,079 | | 2022 | 16,091,588 | — | — | 12,056,262 | 11,277,242 | 149,308 | — | (950,444) | — | — | 14,511,432 | | 2021 | 15,646,452 | — | — | 10,856,292 | 13,182,502 | 2,328,558 | — | 1,489,664 | — | — | 21,790,884 | | 2020 | 15,313,021 | 2,119,972 | — | 9,807,294 | 9,831,986 | (2,258,812) | — | (2,728,136) | — | — | 8,230,793 |

  203. Pay versus Performance

    *"EOY" = End of Year, "BOY" = Beginning of Year The Average Other NEOs Summary Compensation Table to CAP reconciliation is summarized in the following table:

  204. Pay versus Performance

    | Year | SCT Total for Average Other NEOs | Minus SCT Change in Pension Value for Average Other NEOs | Plus Pension Value Service Cost (1) | Minus SCT Equity for Average Other NEOs | Plus EOY Fair Value of Equity Awards Granted During Fiscal Year that are Outstanding and Unvested at EOY | Plus (Minus) Change from BOY to EOY in Fair Value of Awards Granted in Any Prior Fiscal Year that are Outstanding and Unvested at EOY | Plus Fair Value at Vesting Date of Awards Granted and Vested During the Fiscal Year | Plus (Minus) Change in Fair Value from BOY to Vesting Date of Awards Granted in Any Prior Fiscal Year that Vested During the Fiscal Year | Minus Fair Value at BOY of Awards Granted in Prior Year that were Forfeited During the Fiscal Year | Value of Dividends or Other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Average Other NEOs CAP | | 2023 (1) | 5,222,759 | 43,117 | — | 2,571,733 | 2,678,137 | 360,489 | — | 248,015 | (417,089) | — | 5,477,461 | | 2022 (2) | 6,533,381 | — | — | 4,542,718 | 4,004,019 | 104,392 | — | (111,607) | — | — | 5,987,467 | | 2021 (3) | 5,751,387 | — | — | 2,678,371 | 3,247,540 | 540,265 | — | 365,719 | — | — | 7,226,540 | | 2020 (4) | 4,815,026 | 289,148 | — | 2,348,778 | 1,629,713 | (474,998) | — | (735,786) | (516,205) | — | 2,079,824 |

  205. Pay versus Performance

    | (1) The average CAP for 2023 comprised of compensation for Ms. Buese, Ms. Borras, Mr. Ramaswamy, Mr. Apostolides, Mr. Christie, and Ms. Jones. |

  206. Pay versus Performance

    | (2) The average CAP for 2022 comprised of compensation for Mr. Worrell, Ms. Buese, Ms. Borras, Mr. Christie, and Mr. Saunders. |

  207. Pay versus Performance

    | (3) The average CAP for 2021 comprised of compensation for Mr. Worrell, Ms. Borras, Mr. Christie, and Mr. Saunders. |

  208. Pay versus Performance

    | (4) The average CAP for 2020 comprised of compensation for Mr. Worrell, Ms. Borras, Mr. Christie, Mr. Ukpong, Mr. Mathieson, and Mr. Marsh. |

  209. Pay versus Performance

    In addition to the tabular disclosure above, the following is an unranked list of the most important performance measures that link Compensation Actually Paid to Company performance.

  210. Pay versus Performance

    | Most Important Performance Measures | | Adjusted EBITDA | | FCF | | ROIC | | Relative TSR |

  211. Pay versus Performance CAP Comparisons

    Pay versus Performance CAP Comparisons Each of the following charts shows the relationship between CAP and the required performance measures in the tabular disclosure; Baker Hughes TSR (value of initial fixed $100 investment), Net Income (loss), and Adjusted EBITDA (Company Selected Measure). The first chart shows the relationship between Baker Hughes TSR and its peer group TSR (value of initial fixed $100 investment). The Human Capital and Compensation Committee does not use Net Income as a standalone metric to directly determine pay outcomes. Instead, the Committee believes that Adjusted EBITDA better reflects the Company's performance and aligns executives' interests with shareholders' interests as it relates to the Company's strategic priorities.

  212. Pay versus Performance CAP Comparisons

    | | 63 |

  213. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Unless and except to the extent that the Bylaws shall so require, the election of directors of the Corporation need not be by written ballot.

  214. ARTICLE VII

    ARTICLE VII

  215. EXCULPATION AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

    EXCULPATION AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

  216. EXCULPATION AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

    | (A) Limited Liability. To the fullest extent permitted by the DGCL as the same exists or may hereafter be amended, a director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable. No repeal or modification of this Article VII shall apply to or have any adverse effect on any right or protection of, or any limitation of the liability of, a director or officer of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification. |

  217. EXCULPATION AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

    | (B) Right to Indemnification. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (a "Covered Person") who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a "proceeding"), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation, or has or had agreed to become a director or officer of the Corporation, or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a limited liability company, partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys' fees) reasonably incurred by such Covered Person. Notwithstanding the preceding sentence, except as otherwise provided in section (D) of this Article VII, the Corporation shall be required to indemnify a Covered Person in connection with a proceeding (or part thereof) commenced by such Covered Person only if the commencement of such proceeding (or part thereof) by the Covered Person was authorized in the specific case by the Board. |

  218. EXCULPATION AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

    | (C) Prepayment of Expenses. The Corporation shall, to the fullest extent not prohibited by applicable law, as the same exists or may hereafter be amended, pay the expenses (including attorneys' fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by or on behalf of the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article VII or otherwise. |

  219. EXCULPATION AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

    | | A-3 |

  220. EXCULPATION AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

    | (D) Claims. If a claim for indemnification (following the final disposition of such proceeding) or advancement of expenses under this Article VII is not paid in full within thirty (30) days after a written claim therefor by the Covered Person has been received by the Corporation, the Covered Person may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense (including attorney's fees) of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law. |

  221. EXCULPATION AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

    | (E) Nonexclusivity of Rights. The rights conferred on any Covered Person by this Article VII shall not be exclusive of any other rights which such Covered Person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, the Bylaws, any agreement, or pursuant to any vote of stockholders or disinterested directors or otherwise. |

  222. EXCULPATION AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

    | (F) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VII shall not adversely affect any right or protection hereunder of any Covered Person in respect of any act or omission occurring prior to the time of such repeal or modification. |

  223. EXCULPATION AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

    | (G) Other Indemnification and Prepayment of Expenses. This Article VII shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action. |

  224. EXCULPATION AND INDEMNIFICATION OF DIRECTORS AND OFFICERS

    | (H) Priority of Corporation Obligations. In the event that a Covered Person has rights of indemnification or advancement of expenses from any Person (an "Other Indemnitor") other than the Corporation or an Affiliate of the Corporation in respect of a proceeding and also has rights of indemnification or advancement of expenses from the Corporation under this Article VII, the Corporation shall be primarily liable for indemnification and advancement of expenses to such Covered Person in respect of such proceeding and any obligation of an Other Indemnitor to provide indemnification or advancement of expenses shall be secondary to the obligations of the Corporation under this Article VII. If any Other Indemnitor pays or causes to be paid, for any reason, any amounts otherwise indemnifiable or subject to advancement under this Article VII, then (i) such Other Indemnitor shall be fully subrogated to all rights of the Covered Person with respect to the payments actually made and (ii) the Corporation shall reimburse such Other Indemnitor for the payments actually made. |