DEF 14A of Baker Hughes Co, Mar 31, 2025

DEF 14A of Baker Hughes Co

Filed Mar 31, 2025 · FY20240001193125-25-067674

Open on EDGAR

  1. Director nominee highlights

    Director nominee highlights The ten director nominees, if elected, will serve a one-year term expiring at the 2026 Annual Meeting. Our priority is to bring together areas of expertise for the benefit of the Company and long-term shareholder value. We strive to maintain a Board that reflects diversity, varied knowledge and experiences, and relevant skills and personal qualities. Our candidates possess leadership skills, global business experience, and expertise in finance and the energy industry. More information about our director nominees may be found under “Proposal No. 1 – Election of Directors.”

  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 | 51 | 2017 | N/A | N/A | N/A | N/A | No | | | W. Geoffrey Beattie * Chief Executive Officer Generation Capital | 65 | 2017 | | ● | ● | | Yes | | | Abdulaziz M. Al Gudaimi Former Executive Vice President Saudi Arabian Oil Company | 62 | 2024 | | | ● | ● | Yes | | | Gregory D. Brenneman Executive Chairman CCMP Capital Advisors, LLC | 63 | 2017 | ● | | | | Yes | | | Cynthia B. Carroll Former Chief Executive Officer Anglo American plc | 68 | 2020 | ● | | | | Yes | | | Michael R. Dumais Former Executive Vice President & Chief Transformation Officer Raytheon Technologies | 58 | 2022 | | ● | ● | | Yes | | | Shirley A. Edwards Former Partner EY (formerly Ernst & Young LLP) | 64 | 2024 | ● | | | ● | Yes | | | Ilham Kadri Chief Executive Officer Syensqo S.A. | 56 | 2025(3) | ● | | | ● | Yes | | | John G. Rice(4) Former Chairman GE Gas Power | 68 | 2017 | | ● | | | Yes | | | Mohsen M. Sohi Chief Executive Officer Freudenberg SE | 66 | 2023 | ● | | | ● | Yes |

  3. Director nominee highlights

    | ● Member | | Chair * Lead Independent Director |

  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) Lynn L. Elsenhans has notified the Board of her decision not to stand for re-election at the 2025 Annual Meeting. |

  6. Director nominee highlights

    | (2) Ages listed are as of May 20, 2025. |

  7. Director nominee highlights

    | (3) Ilham Kadri is not a current director on the Board and will be a director on the Board effective May 1, 2025. |

  8. Director nominee highlights

    | (4) John G. Rice will be lead independent director of the Board effective May 1, 2025. |

  9. Director nominee highlights

    | | 5 |

  10. 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.

  11. Director nominees

    Director nominees

  12. Director nominees

    | W. Geoffrey Beattie Age: 65 | Ethnicity: Caucasian/White | Director since: 2017 | | | Current Committees: Committees Effective May 1, 2025: | • Governance & Corporate Responsibility (Member); Finance (Member) • Governance & Corporate Responsibility (Member); Finance (Member) | | | Biography: W. Geoffrey Beattie serves as the Lead Independent Director. Mr. Beattie has been the Chief Executive Officer of Generation Capital, a private investment company based in Toronto, Canada, since September 2013. He served previously as Chief Executive Officer of the Woodbridge Company Limited, a privately held investment company, and the majority shareholder of Thomson Reuters from March 1998 to December 2012, where he also served as Deputy Chairman from May 2000 to May 2013. Mr. Beattie currently serves as the Chairman of Relay Ventures, a Canadian venture capital firm. Mr. Beattie served as a director of Fiera Capital Corporation from 2018 to 2023 and a director of Maple Leaf Foods Inc. from 2008 to 2023. Other Public Company Board Memberships in the Past Five Years: None Qualifications: The Board believes Mr. Beattie’s qualifications to serve on the Board include his leadership experience as chief executive officer of two privately held investment companies, his investment experience as the majority shareholder of a publicly traded professional information provider, his service on several boards, and his technology and risk management expertise. | | Abdulaziz M. Al Gudaimi Age: 62 | Ethnicity: Asian/Middle Eastern | Director since: 2024 | | | Current Committees: Committees Effective May 1, 2025: | • Governance & Corporate Responsibility (Member); Human Capital and Compensation (Member) • Audit (Member; Audit Committee Financial Expert); Finance (Member) | | | Biography: Mr. Al Gudaimi worked for Saudi Arabian Oil Company (“Aramco”) for over 38 years, where he held a series of increasingly senior positions and assumed leadership roles in several Aramco-affiliated ventures. In his last role, Mr. Al Gudaimi was Executive Vice President of Corporate Development from 2020 to 2022. He also served as Executive Vice President – Downstream, leading all Aramco downstream refining, chemicals, power, infrastructures, marketing & trading, and retail businesses units of Aramco, and for a time was CEO and President of Aramco Gulf Operation Company and the Director of Gas Venture Development. Mr. Al Gudaimi has also been appointed as a member of the The Consultative Assembly of Saudi Arabia, an advisory council to the King of Saudi Arabia. Mr. Al Gudaimi has served as a director of Banque Saudi Fransi since 2023 and served as a director of S-Oil Corp from 2017 to 2021. Other Public Company Board Memberships in the Past Five Years: None Qualifications: The Board believes Mr. Al Gudaimi’s qualifications to serve on the Board include his operational and leadership experience in the industries in which we operate, his experience in international markets, and his financial oversight experience as a former CEO. |

  13. Director nominees

    | | 9 |

  14. Director nominees

    | Gregory D. Brenneman Age: 63 | Ethnicity: Caucasian/White | Director since: 2017 | | | Current Committees: Committees Effective May 1, 2025: | • Finance (Chair); Audit (Member; Audit Committee Financial Expert) • Finance (Chair); Governance & Corporate Responsibility (Member) | | | Biography: Greg Brenneman serves as the Executive Chairman of CCMP Capital Advisors, LP, a private equity firm since October 2016. Previously, he served as Chairman of CCMP from 2008 until October 2016 and as its President and Chief Executive Officer from February 2015 until October 2016. He is also Chairman and Chief Executive Officer of TurnWorks, Inc., a private equity firm focusing on corporate turnarounds, which he founded in 1994. Prior to joining CCMP, Mr. Brenneman led restructuring and turnaround efforts at Quiznos, Burger King Corporation, PwC Consulting, a division of PricewaterhouseCoopers (“PwC”), and Continental Airlines, Inc. that resulted in improved customer service, profitability and financial returns. Other Public Company Board Memberships in the Past Five Years: • Hayward Holdings, Inc. (2021 – 2023) • The Home Depot, Inc. (2000 – present) • Ecovyst Inc. (2014 – 2022) Qualifications: The Board believes Mr. Brenneman’s qualifications to serve on the Board include his experience in several executive and leadership roles in the private equity space, his service on other public company boards, and his finance, investment, global business, and human resources expertise. | | Cynthia B. Carroll Age: 68 | Ethnicity: Caucasian/White | Director since: 2020 | | | Current Committees: Committees Effective May 1, 2025: | • Human Capital and Compensation (Chair); Audit (Member; Audit Committee Financial Expert) • Human Capital and Compensation (Chair); Governance & Corporate Responsibility (Member) | | | Biography: Cynthia Carroll was the Chief Executive Officer of Anglo American plc from 2007 to 2013. Ms. Carroll worked for Alcan Aluminum Corporation from 1989 to 2006, serving as the Chief Executive Officer for Primary Metal Group, Alcan’s core business from 2002 to 2006 and President of the Bauxite, Alumina and Specialty Chemicals division from 1998 to 2001. She served in other various management and leadership positions from 1989 to 2001. She started her career in 1982 as a geologist working for Amoco Production Company. Ms. Carroll has served as a director of Glencore plc since 2021 and served on the board of Hitachi, Ltd. from 2013 to 2024. Other Public Company Board Memberships in the Past Five Years: • Pembina Pipeline Corporation (2020 – present) • Century Aluminum Company (2020 – 2021) Qualifications: The Board believes Ms. Carroll’s qualifications to serve on the Board include her leadership and financial experience as a former chief executive officer of a global mining company, her comprehensive industry knowledge, her service on several public company boards, and her environmental, sustainability, technology, and operational expertise. |

  15. Director nominees

    | Michael R. Dumais Age: 58 | Ethnicity: Caucasian/White | Director since: 2022 | | | Current Committees: Committees Effective May 1, 2025: | • Governance & Corporate Responsibility (Member); Finance (Member) • Governance & Corporate Responsibility (Chair); Finance (Member) | | | Biography: Michael Dumais was the Executive Vice President and Chief Transformation Officer of Raytheon Technologies from January 2021 until March 2022. He held senior roles including Executive Vice President of Strategy, Executive Vice President of Operations and Senior Vice President of Strategy at Raytheon Technologies and its predecessor company United Technologies Corporation from 2015 until 2021. Mr. Dumais was the President of United Technologies’ Hamilton Sundstrand Division and Co-President of its Aerospace Systems Division from 2011 until 2015. He also served on the Board of the National Association of Manufacturers from 2018 until 2022. Other Public Company Board Memberships in the Past Five Years: None Qualifications: The Board believes Mr. Dumais’ qualifications to serve on the Board include his leadership experience in several executive roles at a multinational company, his experience in implementation and technology transformations, and his finance, investment, operational, risk management, environmental, and human resources expertise. | | Shirley A. Edwards Age: 64 | Ethnicity: Caucasian/White | Director since: 2024 | | | Current Committees: Committees Effective May 1, 2025: | • Audit (Member; Audit Committee Financial Expert); Human Capital and Compensation (Member) • Audit (Member; Audit Committee Financial Expert); Human Capital and Compensation (Member) | | | Biography: Shirley Edwards had a 20-year career at EY (formerly Ernst & Young LLP), most recently serving as Global Client Service Partner from 2017 to 2022. During her tenure, she served in both global operational leadership and client serving roles. This included profit and loss ownership and accountability for EY’s nearly $4 billion assurance practice spanning 20 countries across the Americas with 10 regions and over 20,000 professionals, as well as leading client service delivery and people strategy for audit, forensics and financial accounting and advisory services across the Americas. She graduated from Virginia Tech with a BS in Accounting and is a CPA. Other Public Company Board Memberships in the Past Five Years: • Solventum Corp. (2024 – present) • Appian Corp. (2022 – present) Qualifications: The Board believes Ms. Edward’s qualifications to serve on the Board include her leadership experience in various executive roles, and her finance, risk management, sustainability, client service delivery, people strategy, and human resources expertise. |

  16. Director nominees

    | | 11 |

  17. Director nominees

    | Ilham Kadri Age: 56 | Ethnicity: Caucasian/White | Director effective as of May 1, 2025 | | | Committees Effective May 1, 2025: | • Audit (Member; Audit Committee Financial Expert); Human Capital and Compensation (Member) | | | Biography: Dr. Ilham Kadri has served as Chief Executive Officer of Syensqo S.A. since December 2023, when the Solvay Group separated into two distinct companies: Solvay S.A. and Syensqo S.A. Prior to this separation, Dr. Kadri was Chief Executive Officer of Solvay S.A. from 2019 to December 2023. Prior to Solvay S.A., she was Chief Executive Officer and President of Diversey, Inc., having led the company’s spin off and divestiture to Bain Capital. Dr. Kadri has extensive leadership experience across a variety of industries on four continents and with leading industrial multinationals, including Shell plc, UCB, Huntsman Corporation, Dow Chemical Company and Sealed Air Corporation. Dr. Kadri has served as a director of L’Oréal S.A. since 2021. Other Public Company Board Memberships in the Past Five Years: • A.O. Smith Corporation (2016 – present) Qualifications: The Board believes Dr. Kadri’s qualifications to serve on the Board include her leadership and financial experience as a chief executive officer of a multinational materials company, her extensive international experience (having held executive leadership roles in Europe, the U.S., the Middle East and Africa), her industry knowledge, her service on other public company boards, and her operational, risk management, cybersecurity, environmental, and sustainability expertise. | | John G. Rice Age: 68 | Ethnicity: Caucasian/White | Director since: 2017 | | | Current Committees: Committees Effective May 1, 2025: | • Audit (Chair; Audit Committee Financial Expert); Finance (Member) • Governance & Corporate Responsibility (Member); Human Capital and Compensation (Member) | | | Biography: John Rice served as Chairman of GE Gas Power from December 2018 through August 2020. He was previously Vice Chairman, GE until March 2018 and Chief Executive Officer, GE Global Growth Organization from November 2010 until December 2017. He served in other various leadership positions across GE, including Vice Chairman, GE, President and Chief Executive Officer of GE Technology Infrastructure from 2007 until November 2010, Vice Chairman of GE’s industrial and infrastructure businesses from 2005 until 2007, and President and Chief Executive Officer of GE Energy from 2000 until 2005. Mr. Rice served on the board of Li & Fung Limited from 2018 to 2020. Other Public Company Board Memberships in the Past Five Years: • American International Group, Inc. (AIG) (2022 – present) Qualifications: The Board believes Mr. Rice’s qualifications to serve on the Board include his extensive leadership experience in a number of leadership roles at companies working in global energy and infrastructure markets, his global business experience, his service on other public company boards and his finance, investment, operations, technology, and human resources expertise. |

  18. Director nominees

    | Lorenzo Simonelli Age: 51 | Ethnicity: Caucasian/White | Director since: 2017 | | | Committees: | • N/A | | | Biography: Lorenzo Simonelli has been the Chairman of the Board of Directors of the Company since October 2017, and a Director, President and Chief Executive Officer of the Company since July 2017. Before joining the Company in July 2017, Mr. Simonelli was Senior Vice President, GE and President and Chief Executive Officer, GE Oil & Gas from October 2013 to July 2017. Before joining GE Oil & Gas, he was the President and Chief Executive Officer of GE Transportation from July 2008 to October 2013. Mr. Simonelli joined GE in 1994 and held various finance and leadership roles from 1994 to 2008. Mr. Simonelli has served as a director of Iveco Group N.V. since 2021. Other Public Company Board Memberships in the Past Five Years: • CNH Industrial N.V. (2019 – 2021) • C3.ai, Inc. (2020 – 2021) Qualifications: The Board believes Mr. Simonelli’s qualifications to serve on the board include his extensive leadership experience in business and operational decisions during his tenure as Chief Executive Officer of Baker Hughes in addition to his experience in the oil and gas industry and his financial, investor, technology, sustainability, and risk management expertise. | | Mohsen M. Sohi Age: 66 | Ethnicity: Caucasian/White | Director since: 2023 | | | Current Committees: Committees Effective May 1, 2025: | • Audit (Member; Audit Committee Financial Expert); Human Capital and Compensation (Member) • Audit (Chair; Audit Committee Financial Expert); Finance (Member) | | | Biography: Dr. Mohsen Sohi has served as the Chief Executive Officer of Freudenberg and Co. since July 2012. From April 2010 to June 2021, Dr. Sohi served as Managing Partner of Freudenberg and Co. Dr. Sohi served as President and Chief Executive Officer of Freudenberg-NOK, a privately-held joint venture partnership between Freudenberg Group and NOK Corp. of Japan from March 2003 through March 2010. Prior to Freudenberg, Dr. Sohi was with NCR Corporation as the Senior Vice President, Retail Solutions Division from January 2001 to February 2003. Prior to NCR, Dr. Sohi was with Honeywell International Inc. and its pre-merger constituent, Allied Signal, Inc., for 14 years in positions of increasing leadership and lastly serving as President of Honeywell Electronic Materials from July 2000 to January 2001. Other Public Company Board Memberships in the Past Five Years: • STERIS plc (2005 – present) Qualifications: The Board believes Dr. Sohi’s qualifications to serve on the Board include his leadership experience in various executive roles at multinational conglomerate and consulting companies, his extensive experience in the technology industry, and his finance, operational, risk management, human resources, environmental, and sustainability expertise. |

  19. Director nominees

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

  20. Director nominees

    | | 13 |

  21. 2024 Director compensation

    2024 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, 2024. Ilham Kadri will be appointed to the Board effective May 1, 2025 and therefore is not included in the table.

  22. 2024 Director compensation

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2)(3) ($) | All Other Compensation(4) ($) | Total ($) | | W. Geoffrey Beattie | 170,000 | 175,000 | 68,330 | 413,330 | | Abdulaziz M. Al Gudaimi | 135,000 | 175,000 | — | 310,000 | | Gregory D. Brenneman | 150,000 | 175,000 | 65,408 | 390,408 | | Cynthia B. Carroll | 150,000 | 175,000 | — | 325,000 | | Nelda J. Connors (5) | 54,718 | — | — | 54,718 | | Michael R. Dumais | 140,000 | 175,000 | — | 315,000 | | Shirley A. Edwards | 83,905 | 175,000 | — | 258,905 | | Lynn L. Elsenhans | 147,500 | 175,000 | — | 322,500 | | John G. Rice | 152,500 | 175,000 | 24,251 | 351,751 | | Mohsen M. Sohi | 137,500 | 175,000 | 10,950 | 323,450 |

  23. 2024 Director compensation

    | (1) Messrs. Beattie, Brenneman and Rice and Dr. Sohi elected to receive their 2024 director fees in 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 director fees until December 15, 2026. The value of these DSUs is not included in the Stock Awards column above. The number of DSUs they received in 2024 in lieu of director fees is as follows: |

  24. 2024 Director compensation

    | Name | Total Number of DSUs Received in 2024 in lieu of Cash Retainer | | W. Geoffrey Beattie | 4,910 | | Gregory D. Brenneman | 4,332 | | John G. Rice | 3,303 | | Mohsen M. Sohi | 3,971 |

  25. 2024 Director compensation

    | (2) On May 22, 2024, each non-employee director received an immediately vesting RSU award. Messrs. Beattie, Brenneman and Rice and Dr. Sohi elected to defer delivery of the shares underlying their RSU award under the Deferral Plan and received the equivalent number of DSUs. Under the Amended Deferral Plan, the RSU award granted to Ms. Edwards was automatically deferred, and she 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 $32.09 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, 2024. |

  26. 2024 Director compensation

    | (3) The following table shows the aggregate number of stock awards outstanding for each non-employee director as of December 31, 2024. These stock awards are all vested DSUs. |

  27. 2024 Director compensation

    | Name | Aggregate Stock Awards Outstanding as of December 31, 2024 (#) | | W. Geoffrey Beattie | 49,012 | | Abdulaziz M. Al Gudaimi | — | | Gregory D. Brenneman | 49,012 | | Cynthia B. Carroll | — | | Nelda J. Connors | — | | Michael R. Dumais | — | | Shirley A. Edwards | 5,512 | | Lynn L. Elsenhans | — | | John G. Rice | 6,377 | | Mohsen M. Sohi | 11,830 |

  28. 2024 Director compensation

    | (4) This column includes dividend equivalents paid during the year ended December 31, 2024 on deferred RSU awards and cash fees that were deferred under the Deferral Plan. |

  29. 2024 Director compensation

    | (5) Ms. Connors ceased to serve on the Board effective May 13, 2024. Accordingly, her 2024 director fees were prorated based on time served, and she did not receive an RSU award for 2024. |

  30. 2024 Director compensation

    | | 29 |

  31. Compensation discussion and analysis

    | Executive summary | 34 | Grants of plan-based awards in 2024 | 51 | | Total direct compensation for NEOs | 37 | Outstanding equity awards at fiscal year-end | 52 | | Base salaries | 38 | Option exercises and stock vested | 53 | | Short-Term incentive compensation | 38 | Pension benefits | 54 | | Long-Term incentive compensation | 41 | Nonqualified deferred compensation | 54 | | Other elements of compensation and hiring on bonuses | 43 | Potential payments upon change in control or termination | 54 | | Decision-making process and key inputs | 44 | CEO pay ratio disclosure | 59 | | Additional compensation program features and policies | 47 | Pay versus Performance | 60 | | Human Capital and Compensation Committee report | 48 | Human Capital and Compensation Committee interlocks and insider participation | 64 | | Summary compensation table | 49 | | |

  32. 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 |

  33. Highlights of 2024 Compensation Decisions

    | 2024 Compensation Decisions | | | | Approved selective NEO base salary increases for 2024, to align with the market. | Approved corporate funding for the 2024 annual bonus at 140% of target, with payouts ranging between 130% and 160% of target, and 2022 Performance Share Units (“PSUs”) at 166.82% of target. | Awarded annual long-term incentive grants with 60% PSUs weighting for the CEO with an emphasis on outperforming the market. | | Page 40 | Pages 41 & 43 | Page 43 |

  34. 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, “2022-2024 Average CEO Target Compensation” refers to the average of the target compensation opportunity offered to our CEO over the 2022 to 2024 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, “2022-2024 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 31, 2024 share price and assuming estimated earned amounts for outstanding Performance Share Units. For the 2022 awards, annual Performance Share Units were calculated at 166.82%. The 2023 and 2024 annual Performance Share Unit awards were each estimated at 100%.

  35. Short-Term incentive compensation

    Short-Term incentive compensation

  36. Short-Term incentive compensation

    | Key action The Human Capital and Compensation Committee approved the Company-wide, overall funding of the 2024 annual short-term bonus at 140%. This was based on out-performance against financial metrics (weighted 70%) and strategic priorities (weighted 30%). |

  37. 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 primarily 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:

  38. Short-Term incentive compensation

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

  39. Short-Term incentive compensation

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

  40. Short-Term incentive compensation

    In February 2024, 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.

  41. Short-Term incentive compensation

    | Overall weighting | | Financial metrics | | Strategic Blueprint priorities | | | 70% | 30% | 1. | Revenue | 1. | Safety & compliance | | | | 2. | Adjusted EBITDA* | 2. | Growth & capital allocation | | Financial Metrics | Strategic Blueprint Priorities | 3. | Adjusted EBITDA Margin* | 3. | Sustainability & Leadership | | | | 4. | FCF* | 4. | Shareholder returns |

  42. Short-Term incentive compensation

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

  43. Bonus outcome for financial metrics

    Bonus outcome for financial metrics The Human Capital and Compensation Committee approved four weighted financial metrics: (1) Revenue; (2) Adjusted EBITDA; (3) Adjusted EBITDA Margin; and (4) FCF, as a measure of management’s overall success in executing Baker Hughes’ strategies and initiatives; with the highest weighting towards the two adjusted EBITDA metrics. 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.

  44. Bonus outcome for financial metrics

    | Baker Hughes 2024 Financial Goals (70% Weight) | Metric Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | Results | Payout Multiple | Weighted Payout | | Revenue | 10% | $26B | $27.5B | $29.5B | $27.8B | 116% | 12% | | Adjusted EBITDA * | 25% ($) | $4B | $4.3B | $4.7B | $4.6B | 173% | 43% | | Adjusted EBITDA Margin * | 10% (%) | 14.5% | 15.6% | 17% | 16.5% | 163% | 16% | | FCF * | 25% | $1.75B | $2.05B | $2.5B | $2.26B | 146% | 37% | | Weighted Payout | 70% | | | | | 154% | 108% |

  45. Bonus outcome for financial metrics

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

  46. Bonus outcome for financial metrics

    In 2024, we exceeded the target across all financial metrics including a remarkable adjusted EBITDA and adjusted EBITDA margin performance. The overall achievement of the financial metrics was 154% of target.

  47. 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 transformation; (3) sustainability 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.

  48. Bonus outcome for Strategic Blueprint priorities

    | | 39 |

  49. Bonus outcome for Strategic Blueprint priorities

    The Human Capital and Compensation Committee considered the achievement for the Strategic Blueprint priorities below for 2024 and provided the following assessments on each priority:

  50. Bonus outcome for Strategic Blueprint priorities

    | Performance Component | 2024 Performance Expectation | Results | | Safety & Compliance | • HSE day, leading & lagging metrics improvement versus 2023 • Zero Workplace caused fatalities | • HSE Perfect Days increased by 7 to 206 , leading metrics improved, LTIR decreased by (27)% and TRIR by (14)% | | | | • No fatality | | | | 2024 Assessment: Met Objectives | | Growth & Transformation | • Generate $200M of savings • 2024 New Energy orders of $1B | • Generated $280M savings and progressed key transformation goals | | | | • $1.3B New Energy orders | | | | 2024 Assessment: Exceeded Objectives | | Sustainability & Leadership | • Scope 1 / 2 reduction against baseline by 16K MTCO2e • Advancement of work around succession pipeline | • 41k MTCO2e • Progressed internal pipeline for key ELT roles and increased efforts around talent identification and development | | | | 2024 Assessment: Met Objectives | | Shareholder Returns | • TSR improvement above peer benchmarks • Protect and grow dividend • Broaden investor base as part of Company strategic pillars | • Outperformed both traditional OFS peers (SLB, HAL, and OSX Index) and industrial peers (HON, EMR, and S&P 500 Industrials) | | | | • Increased dividend in 1Q’24, executed buyback plan | | | | • Diversified ownership beyond top 20 shareholders | | | | 2024 Assessment: Exceeded Objectives | | | | Payout Multiple: 107% | | | | Total Weighted Payout: 32% |

  51. Bonus outcome for Strategic Blueprint priorities

    The Human Capital and Compensation Committee determines the overall Strategic Blueprint payout for the Company, the two business segments and functions led by the NEOs, and may adjust the associated payout for executive officers based on individual performance. In evaluating the individual performance of each NEO, the Human Capital and Compensation Committee considered the achievement of the Company’s goals 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 2024, but was not involved in discussions regarding his own bonus payout.

  52. Final 2024 short-term incentive payout

    Final 2024 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 108% recognizing the achievement against Financial metrics and 32% recognizing the achievement against Strategic Blueprint Priorities. The Human Capital and Compensation Committee approved an overall payout of 160% for Mr. Simonelli, and between 130% and 150% for the other NEOs. The Committee adjusted the CEO’s bonus payout from 140% to 160% to recognize exceptional leadership in executing the Company’s strategic priorities. This decision reflects the CEO’s direct contributions to exceeding key financial and operational targets, advancing long-term growth initiatives, and delivering strong shareholder returns. Ms. Borras’ and Mr. Ramaswamy’s performance is also evaluated against delivery of business unit financial goals and key performance indicators as modifiers to the strategic blueprint priorities. The table below represents the 2024 target and actual payout for each of the NEOs based upon the established financial and strategic metrics described above.

  53. Final 2024 short-term incentive payout

    | Name | Target Bonus | Actual Bonus | % Of Target | | Lorenzo Simonelli Chairman, President and CEO | $2,864,500 | $4,583,200 | 160% | | Nancy Buese Former Executive Vice President and Chief Financial Officer | $1,000,000 | $1,400,000 | 140% | | Maria Claudia Borras Chief Growth & Experience Officer | $970,000 | $1,261,000 | 130% | | Ganesh Ramaswamy Executive Vice President – IET | $930,000 | $1,395,000 | 150% | | Georgia Magno Chief Legal Officer | $650,000 | $910,000 | 140% |

  54. Long-Term incentive compensation

    Long-Term incentive compensation

  55. 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 2024 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, all measured over a three-year performance period ending in 2026. |

  56. 2024 annual long-term incentive awards

    2024 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 58% 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 February 2024, 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 2024 to recognize Mr. Simonelli’s leadership and to align with the competitive market. The table below summarizes the 2024 long-term incentive awards granted to our NEOs:

  57. 2024 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 | $7,200,000 | $4,800,000 | $12,000,000 | | Nancy Buese Former Executive Vice President and Chief Financial Officer | $1,750,000 | $1,750,000 | $3,500,000 | | Maria Claudia Borras Chief Growth & Experience Officer | $1,500,000 | $1,500,000 | $3,000,000 | | Ganesh Ramaswamy Executive Vice President – IET | $1,250,000 | $1,250,000 | $2,500,000 | | Georgia Magno Chief Legal Officer | $600,000 | $600,000 | $1,200,000 |

  58. 2024 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. |

  59. 2024 annual long-term incentive awards

    | | 41 |

  60. 2024 annual long-term incentive awards

    The PSU design:

  61. 2024 annual long-term incentive awards

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

  62. 2024 annual long-term incentive awards

    | • | Compares Baker Hughes’ performance versus the Performance Peer Group for FCF conversion; |

  63. 2024 annual long-term incentive awards

    | • | Measures the cumulative average of ROIC versus pre-selected internal goals; |

  64. 2024 annual long-term incentive awards

    | • | Compares Baker Hughes’ performance versus the Performance Peer Group and S&P 500 Industrials Index (median performing company) for the TSR modifier; |

  65. 2024 annual long-term incentive awards

    | • | Determines the outcome of the three metrics over the three-year performance period and delivers any payout that is actually earned at the end; |

  66. 2024 annual long-term incentive awards

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

  67. 2024 annual long-term incentive awards

    | Relative FCF Conversion 50% of Units | | Percentile Rank (Core Metric) | Payout Multiple(1) | | Absolute ROIC 50% of Units | | ROIC (Core Metric) | Payout Multiple(1) | Relative TSR Modifier +/-50% | | FCF divided by adjusted EBITDA | | 75th Percentile or Greater 50th Percentile 25th Percentile Below 25th Percentile | 150% 100% 50% 0% | + | 3 Year Cumulative Average (2024 through 2026) | | 15% or greater 12.5% 10% Below 10% | 150% 100% 50% 0%x | Three-year performance period beginning December 31, 2023 and ending December 31, 2026, including dividends |

  68. 2024 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 for FCF, and between 10% and 12.5% and between 12.5% and 15% for ROIC. |

  69. 2022 annual long-term incentive PSU payout

    2022 annual long-term incentive PSU payout The PSUs granted in 2022, which vested based on performance through December 31, 2024, 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 2024.

  70. 2022 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 (2021 versus 2024) • 3 Year Cumulative Average (2022 through 2024) | | 75th Percentile or Greater 50th Percentile 25th Percentile Below 25th Percentile | 150% 100% 50% 0%x | Three-year performance period beginning December 31, 2021 and ending December 31, 2024, including dividends |

  71. 2022 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. |

  72. 2022 annual long-term incentive PSU payout

    The table below represents each of the performance levels and the associated achievement for the 2022 PSUs.

  73. 2022 annual long-term incentive PSU payout

    | 2022 PSU measure | Weighting | Results | Percentile Rank | Payout multiple | Weighted Payout | | Relative FCF Conversion | 50% | 47.8% | 87% | 150% | 75% | | 3 year Absolute Change ROIC | 25% | 17% | 73% | 146.8% | 36.7% | | 3 year Cumulative Average ROIC | 25% | 8.9% | 27% | 53.4% | 13.35% | | Weighted payout | | | | | 125.05% | | Relative TSR Modifier | | + 85%(1) | 67% | | 1.334x | | Total payout | | | | | 166.82% |

  74. 2022 annual long-term incentive PSU payout

    | (1) Represents Baker Hughes’ cumulative TSR over three-year period beginning December 31, 2021 and ending December 31, 2024, including dividends. |

  75. 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.

  76. 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.

  77. 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.

  78. 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.”

  79. 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.

  80. 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 the PSU awards in 2024, the Human Capital and Compensation Committee believed the oilfield service companies in the OSX index, TechnipFMC and S&P 500 Industrials index (median performing company) provided the best competitive comparison for benchmarking performance over the long-term and competing for similar shareholder investments. The FCF conversion metric is measured against the OSX index and TechnipFMC, and the TSR modifier is measured against OSX Index, TechnipFMC and S&P 500 Industrials index (median performing company).

  81. Performance “Peer Group”

    | | 45 |

  82. Performance “Peer Group”

    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.

  83. Performance “Peer Group”

    | Performance Peer Group |

  84. Performance “Peer Group”

    | Cactus, Inc. ChampionX Corporation Core Laboratories N.V. Dril-Quip Inc. Golar LNG Limited Halliburton Company | Helmerich & Payne, Inc. Nabors Industries Ltd. NOV, Inc. Oceaneering International, Inc. Oil States International, Inc. Schlumberger Limited | TechnipFMC plc Transocean Ltd. USA Compression Partners LP Weatherford International plc S&P 500 Industrials Index (median performing company)(1) |

  85. Performance “Peer Group”

    | (1) S&P 500 Industrials index (median performing company) is an additional peer for the TSR Modifier only. |

  86. 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.

  87. Policies and practices related to the grant of certain equity awards close in time to the release of material nonpublic information

    Policies and practices related to the grant of certain equity awards close in time to the release of material nonpublic information While the Company has previously granted stock options, the Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has does not have a specific policy or practice on the timing of such awards in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant such awards in the future, the Board and the Human Capital and Compensation Committee will evaluate the appropriate steps to take in relation to the foregoing.

  88. Policies and practices related to the grant of certain equity awards close in time to the release of material nonpublic information

    | | 47 |

  89. Summary compensation table

    Summary compensation table The following table summarizes the total compensation paid or earned for 2024, 2023, and 2022 by each of the NEOs, comprised of our principal executive officer, our former principal financial officer, and our three other most highly compensated executive officers in each case during the year ended December 31, 2024.

  90. Summary compensation table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(2)(3) ($) | Non-Equity Incentive Plan Compensation(4) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(5) ($) | All Other Compensation(6) ($) | Total ($) | | Lorenzo Simonelli Chairman, President and CEO | 2024 | 1,645,000 | | 12,425,422 | 4,583,200 | (171,000) | 1,414,598 | 19,897,221 | | | 2023 | 1,589,230 | | 12,588,972 | 6,328,847 | 992,907 | 686,207 | 22,186,164 | | | 2022 | 1,542,308 | | 12,056,262 | 1,632,800 | | 860,218 | 16,091,588 | | Nancy Buese (1) Former Executive Vice President and Chief Financial Officer | 2024 | 969,231 | | 3,603,366 | 1,400,000 | 7,250 | 342,440 | 6,322,286 | | | 2023 | 919,230 | | 3,776,191 | 1,330,000 | 2,721 | 142,274 | 6,170,415 | | | 2022 | 131,538 | 2,000,000 | 4,999,998 | | | 10,246 | 7,141,782 | | Maria Claudia Borras Chief Growth & Experience Officer | 2024 | 957,692 | | 3,088,599 | 1,261,000 | (5,732) | 426,556 | 5,728,116 | | | 2023 | 950,000 | | 3,236,726 | 2,566,623 | 38,128 | 252,000 | 7,043,477 | | | 2022 | 935,000 | | 6,240,012 | 617,500 | | 318,109 | 8,110,621 | | Ganesh Ramaswamy Executive Vice President – IET | 2024 | 896,154 | | 2,573,833 | 1,395,000 | 539 | 216,933 | 5,082,458 | | | 2023 | 824,519 | 2,500,000 | 4,697,231 | 1,174,658 | | 102,979 | 9,299,386 | | | 2022 | | | | | | | | | Georgia Magno Chief Legal Officer | 2024 | 555,959 | | 1,235,452 | 910,000 | | 215,678 | 2,917,089 | | | 2023 | | | | | | | | | | 2022 | | | | | | | |

  91. Summary compensation table

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

  92. Summary compensation table

    | (1) Ms. Buese ceased to be our Executive Vice President and Chief Financial Officer in February 2025. |

  93. 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, 2024. The value of the 2024 PSU awards on the grant date, assuming achievement of the maximum performance level of 225% would be: Mr. Simonelli – $17,157,220; Ms. Buese – $4,170,118; Ms. Borras – $3,574,387; Mr. Ramaswamy – $2,978,656; and Ms. Magno – $1,429,768. |

  94. 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. |

  95. Summary compensation table

    | (3) The 2023 stock award amount was updated upon identification of a scrivener’s error in the 2023 PSU award agreement leading to an adjustment in valuation. |

  96. Summary compensation table

    | (4) The amount reflected in the “Non-Equity Incentive Plan Compensation” column includes the payment earned under our annual bonus program for all the NEOs. Non-equity incentive plan compensation awards which were not earned in 2024 are not included. |

  97. Summary compensation table

    | (5) 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. |

  98. Summary compensation table

    | • | For Mr. Simonelli 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 2024, the applicable values were: Mr. Simonelli – -$420,103 and Ms. Borras – -$8,591. |

  99. Summary compensation table

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

  100. Summary compensation table

    | | 49 |

  101. Summary compensation table

    | (6) 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 2024, 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. |

  102. Summary compensation table

    | Name | Life Insurance Premiums ($) | Company Contributions to Retirement & Savings Plans ($) | Financial & Tax Planning ($) | Relocation Benefits ($) | Housing Payment ($) | Dividend Equivalents ($) | Immigration and tax preparation services ($) | Payments towards End of Employment Benefit ($) | Other ($) | Total ($) | | Simonelli | 4,788 | 495,054 | 15,592 | | | 892,317 | 3,550 | | 3,298 | 1,414,598 | | Buese | 4,549 | 206,931 | | 6,531 | | 124,429 | | | | 342,440 | | Borras | 4,549 | 205,892 | | | | 216,116 | | | | 426,556 | | Ramaswamy | 4,190 | 186,373 | 15,592 | | | 10,779 | | | | 216,933 | | Magno | 778 | 16,750 | | | 112,143 | 26,093 | 4,747 | 45,352 | 9,816 | 215,678 |

  103. Summary compensation table

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

  104. Summary compensation table

    | Life Insurance Premiums: Described under Employee Benefits in this Proxy Statement. For Ms. Magno, this reflects premiums paid into the United States Life Insurance program, following her transfer in September 2024. Prior to this she participated in a universal Italian Life Insurance program. |

  105. 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. |

  106. 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. |

  107. Summary compensation table

    | Relocation Benefits: This column reflects the tax gross up for relocation benefits earned by Ms. Buese during 2023 in connection with her one-time relocation to Houston as per her offer of employment. |

  108. Summary compensation table

    | Housing Payment: This column reflects the payments provided to Ms. Magno in connection with the transfer of her employment to the United States, at the Company’s request. The payments cover housing, utilities and related expenses. |

  109. 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. |

  110. Summary compensation table

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

  111. Summary compensation table

    | Payments towards End of Employment Benefit: This column reflects monthly payments towards Ms. Magno’s End of Employment Benefit (“Trattamento di Fine Rapporto”), during the period of her service in Italy, prior to her transfer to the United States in September 2024. All employees in Italy are eligible for this benefit, in accordance with Italian labor law. |

  112. 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. For Mr. Simonelli this reflects an award to recognize 30 years of service under the long service award program applicable to all employees. For Ms. Magno this comprises payments towards travel allowances, Company-provided car, fuel vouchers and flexible benefits, all of which she was eligible to under local Italian Collective Bargaining Agreements, during the period of her service in Italy, prior to her transfer to the United States in September 2024. |

  113. Grants of plan-based awards in 2024

    Grants of plan-based awards in 2024 This table discloses the number of PSUs and RSUs granted during 2024 and the grant date fair value of these awards. It also sets forth potential future payouts under the Company’s non-equity incentive plans.

  114. Grants of plan-based awards in 2024

    | Name | Grant Date | Award Type | Estimated Future Payouts Under Non- Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Lorenzo Simonelli | N/A | STI | 1,002,575 | 2,864,500 | 5,729,000 | | | | | | | | 2/1/2024 | PSU | | | | — | 251,484 | 565,839 | | 7,625,431 | | | 2/1/2024 | RSU | | | | | | | 167,656 | 4,799,991 | | Nancy Buese | N/A | STI | 350,000 | 1,000,000 | 2,000,000 | | | | | | | | 2/1/2024 | PSU | | | | — | 61,124 | 137,529 | | 1,853,386 | | | 2/1/2024 | RSU | | | | | | | 61,124 | 1,749,980 | | Maria Claudia Borras | N/A | STI | 339,500 | 970,000 | 1,940,000 | | | | | | | | 2/1/2024 | PSU | | | | — | 52,392 | 117,882 | | 1,588,616 | | | 2/1/2024 | RSU | | | | | | | 52,392 | 1,499,983 | | Ganesh Ramaswamy | N/A | STI | 325,500 | 930,000 | 1,860,000 | | | | | | | | 2/1/2024 | PSU | | | | — | 43,660 | 98,235 | | 1,323,847 | | | 2/1/2024 | RSU | | | | | | | 43,660 | 1,249,986 | | Georgia Magno | N/A | STI | 227,500 | 650,000 | 1,300,000 | | | | | | | | 2/1/2024 | PSU | | | | — | 20,957 | 47,153 | | 635,453 | | | 2/1/2024 | RSU | | | | | | | 20,957 | 599,999 |

  115. Grants of plan-based awards in 2024

    | (1) Amounts represent potential payouts for the fiscal year 2024 performance year under the short-term incentive plan. If threshold levels of performance are not met, then the payout can be zero. |

  116. Grants of plan-based awards in 2024

    | (2) Amounts represent grants of PSUs made in 2024. 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. |

  117. Grants of plan-based awards in 2024

    | (3) Amounts shown represent the number of RSUs granted in 2024. 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 Common Stock on the date of grant. |

  118. Grants of plan-based awards in 2024

    | | 51 |

  119. Outstanding equity awards at 2024 fiscal year end

    Outstanding equity awards at 2024 fiscal year end The following table shows outstanding stock option awards classified as exercisable and unexercisable as of December 31, 2024 for the NEOs. The table also shows unvested and unearned stock awards assuming a market value of $41.02 per share (the closing market price of the Company’s Common Stock on December 31, 2024, the last trading day of 2024).

  120. Outstanding equity awards at 2024 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 | | | | | | | 1/25/2022 | | | | | 52,512(3) | 2,154,042 | | | | | 1/25/2022 | | | | | | | 394,196(6) | 16,169,920 | | | 1/24/2023 | | | | | 101,714(3) | 4,172,308 | | | | | 1/24/2023 | | | | | | | 228,855(7) | 9,387,632 | | | 2/1/2024 | | | | | 167,656(3) | 6,877,249 | | | | | 2/1/2024 | | | | | | | 251,484(8) | 10,315,874 | | Nancy Buese | 11/2/2022 | | | | | 60,409(3) | 2,477,977 | | | | | 1/24/2023 | | | | | 38,696(3) | 1,587,310 | | | | | 1/24/2023 | | | | | | | 58,043(7) | 2,380,924 | | | 2/1/2024 | | | | | 61,124(3) | 2,507,306 | | | | | 2/1/2024 | | | | | | | 61,124(8) | 2,507,306 | | 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 | 5,585 | | 22.98 | 1/23/2029 | | | | | | | 1/25/2022 | | | | | 17,902(3) | 734,340 | | | | | 1/25/2022 | | | | | 107,411(4) | 4,405,999 | | | | | 1/25/2022 | | | | | | | 89,588(6) | 3,674,900 | | | 1/24/2023 | | | | | 33,168(3) | 1,360,551 | | | | | 1/24/2023 | | | | | | | 49,751(7) | 2,040,786 | | | 2/1/2024 | | | | | 52,392(3) | 2,149,120 | | | | | 2/1/2024 | | | | | | | 52,392(8) | 2,149,120 | | Ganesh Ramaswamy | 1/24/2023 | | | | | 27,640(3) | 1,133,793 | | | | | 1/24/2023 | | | | | 66,334(5) | 2,721,021 | | | | | 1/24/2023 | | | | | | | 41,459(7) | 1,700,648 | | | 2/1/2024 | | | | | 43,660(3) | 1,790,933 | | | | | 2/1/2024 | | | | | | | 43,660(8) | 1,790,933 |

  121. Outstanding equity awards at 2024 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 ($) | | Maria Georgia Magno | 7/31/2017 | 2,417 | | 36.89 | 7/31/2027 | | | | | | | 1/22/2018 | 3,552 | | 35.55 | 1/22/2028 | | | | | | | 1/23/2019 | 10,047 | | 22.98 | 1/23/2029 | | | | | | | 1/25/2022 | | | | | 2,503(3) | 102,673 | | | | | 1/25/2022 | | | | | | | 8,349(6) | 342,476 | | | 1/24/2023 | | | | | 5,308(3) | 217,734 | | | | | 1/24/2023 | | | | | | | 5,308(7) | 217,734 | | | 2/1/2024 | | | | | 20,957(3) | 859,656 | | | | | 2/1/2024 | | | | | | | 20,957(8) | 859,656 |

  122. Outstanding equity awards at 2024 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. |

  123. Outstanding equity awards at 2024 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. |

  124. Outstanding equity awards at 2024 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. |

  125. Outstanding equity awards at 2024 fiscal year end

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

  126. Outstanding equity awards at 2024 fiscal year end

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

  127. Outstanding equity awards at 2024 fiscal year end

    | (6) Reflects the achievement of performance and service conditions of 166.82% for the three-year FCF and ROIC PSUs which vested in January 2025. |

  128. Outstanding equity awards at 2024 fiscal year end

    | (7) 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. |

  129. Outstanding equity awards at 2024 fiscal year end

    | (8) Reflects the target number of three-year PSUs which are scheduled to vest in January 2027, subject to the achievement of performance and service conditions. |

  130. 2024 Option exercises and stock vested

    2024 Option exercises and stock vested The following table sets forth certain information regarding stock awards vested during 2024 for the NEOs.

  131. 2024 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 | | | 425,888 | 13,129,561 | | Nancy Buese | | | 79,755 | 2,886,957 | | Maria Claudia Borras | 18,000 | 162,360 | 108,418 | 3,328,392 | | Ganesh Ramaswamy | | | 13,819 | 415,123 | | Georgia Magno | | | 13,719 | 419,539 |

  132. 2024 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. |

  133. 2024 Option exercises and stock vested

    | | 53 |

  134. 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, and the Baker Hughes Company Pension Plan.

  135. 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 | 6,359,937 | — | | Maria Claudia Borras | Baker Hughes Supplementary Pension Plan | 4 | 384,687 | — | | Maria Claudia Borras | Baker Hughes Company Pension Plan | 2 | 26,417 | — |

  136. Pension benefits

    | (1) For Mr. Simonelli and Ms. Borras this reflects 24 and 4 years of credited service, respectively, under the Baker Hughes Supplementary Pension Plan and is based on the terms of the plan. The Baker Hughes Supplementary Pension Plan is currently frozen and no further years of service will be credited under the plan. The years of credited service for Mr. Simonelli and Ms. Borras reflect 1.5 years of service to Baker Hughes and 22.5 and 2.3 years of service, respectively, to GE prior to July 2017. |

  137. 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, 2024. |

  138. 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).

  139. 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.

  140. 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 | — | 464,004 | 360,716 | — | 2,636,090 | | Nancy Buese | SRP | — | 175,881 | 15,165 | — | 248,021 | | Maria Claudia Borras | SRP | — | 174,842 | 35,952 | — | 805,824 | | Ganesh Ramaswamy | SRP | — | 155,323 | 8,081 | — | 223,832 | | Georgia Magno (3) | SRP | — | — | — | — | — |

  141. 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. |

  142. 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. |

  143. Nonqualified deferred compensation

    | (3) Ms. Magno became an SRP participant in 2025. |

  144. Nonqualified deferred compensation

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

  145. 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, 2024.

  146. 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, 2024, 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 $41.02 on Nasdaq on December 31, 2024, the last trading day of 2024. Our NEOs do not have contractual entitlements to benefits for trigger events not listed in the table.

  147. Potential payments upon termination or a change in control

    | | Lorenzo Simonelli ($) | Nancy Buese ($) | Maria Claudia Borras ($) | Ganesh Ramaswamy ($) | Georgia Magno ($) | | Payments in the Event of a Change in Control and Termination of Employment With Good Reason or by the Company Without Cause | | | | | | | Severance Payment | 11,373,750 | 4,000,000 | 3,880,000 | 3,720,000 | 2,600,000 | | Short-Term Incentive Plan Bonus | 2,864,500 | 1,000,000 | 970,000 | 930,000 | 650,000 | | Outplacement Services | 35,000 | 35,000 | 35,000 | 35,000 | 35,000 | | Continuation of Health and Life Insurance Benefits | 31,429 | 53,409 | 51,249 | 52,636 | 5,183 | | Interest Paid for Section 409A Six-Month Delay | 456,003 | 161,065 | 156,264 | 149,883 | 104,947 | | Accelerated Vesting of RSUs / PSUs (1) | 32,907,105 | 11,460,824 | 12,839,916 | 9,137,328 | 2,257,454 | | Dividend Equivalents (2) | 1,011,003 | 368,746 | 516,833 | 292,750 | 58,288 | | Supplemental Retirement Plan (3) | — | 23,569 | — | 19,781 | — | | Best of Net Tax Adjustment (4) | (4,086,364) | (2,433,249) | — | — | — | | TOTAL | 44,592,426 | 14,669,363 | 18,449,262 | 14,337,378 | 5,710,871 | | Payments upon a Change in Control Without Termination of Employment | | | | | | | Supplemental Retirement Plan (3) | — | 23,569 | — | 19,781 | — | | TOTAL | — | 23,569 | — | 19,781 | — | | Payments upon Disability | | | | | | | Short-Term Incentive Plan Bonus | 2,864,500 | 1,000,000 | 970,000 | 930,000 | 650,000 | | Accelerated Vesting of RSUs / PSUs (5) | 15,713,983 | 6,446,211 | 8,541,677 | 5,555,462 | 538,141 | | Dividend Equivalents (2) | 658,925 | 266,057 | 428,814 | 219,401 | 23,080 | | Supplemental Retirement Plan (3) | — | 23,569 | — | 19,781 | — | | TOTAL | 19,237,408 | 7,735,838 | 9,940,491 | 6,724,644 | 1,211,221 |

  148. Potential payments upon termination or a change in control

    | | 57 |

  149. Potential payments upon termination or a change in control

    | | Lorenzo Simonelli ($) | Nancy Buese ($) | Maria Claudia Borras ($) | Ganesh Ramaswamy ($) | Georgia Magno ($) | | Payments upon Death | | | | | | | Short-Term Incentive Plan Bonus | 2,864,500 | 1,000,000 | 970,000 | 930,000 | 650,000 | | Accelerated Vesting of RSUs / PSUs (6) | 32,907,105 | 11,460,824 | 12,839,916 | 9,137,328 | 2,257,454 | | Dividend Equivalents (2) | 1,011,003 | 368,746 | 516,833 | 292,750 | 58,288 | | Supplemental Retirement Plan (3) | — | 23,569 | — | 19,781 | — | | TOTAL | 36,782,608 | 12,853,139 | 14,326,749 | 10,379,859 | 2,965,741 | | Payments upon Involuntary Termination of Employment Not in Connection with a Change in Control | | | | | | | Severance Payment | 8,310,900 | 1,000,000 | 970,000 | 930,000 | 650,000 | | Short-Term Incentive Plan Bonus | 2,864,500 | 1,000,000 | 970,000 | 930,000 | 650,000 | | Outplacement Services | 35,000 | 35,000 | 35,000 | 35,000 | 35,000 | | Continuation of Health and Life Insurance Benefits | 3,143 | 6,676 | 6,406 | 6,580 | 648 | | Accelerated Vesting of RSUs / PSUs (7) | 9,884,515 | 2,455,201 | 6,884,193 | 3,344,625 | 333,022 | | Dividend Equivalents (2) | 425,508 | 97,920 | 360,088 | 132,089 | 14,827 | | TOTAL | 21,523,566 | 4,594,797 | 9,225,687 | 5,378,294 | 1,683,497 |

  150. 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.

  151. 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. |

  152. 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. |

  153. 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. |

  154. 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. |

  155. Potential payments upon termination or a change in control

    | (5) 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. |

  156. Potential payments upon termination or a change in control

    | (6) 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. |

  157. Potential payments upon termination or a change in control

    | (7) 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. |

  158. 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, 2024. 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, 2024, 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, 2024, 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.

  159. 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. The Pay Ratio Rule permits a company to identify the “median employee” once every three years, so long as there have been no changes in the Company’s employee population or employee compensation arrangements that would result in a significant change to the Company’s pay ratio disclosure. Our ending fiscal year 2024 headcount remained comparable with our employee population over the previous fiscal period, and we did not undertake significant changes to executive or employee compensation arrangements during 2024. The median employee identified for the 2023 fiscal year pay ratio calculations had similar and consistent compensation during fiscal year 2024; therefore, the same median employee used for the fiscal year 2023 pay ratio calculations was used for the fiscal year 2024 pay ratio calculation, as permitted by the Pay Ratio Rule. We have estimated the median of the 2024 annual total compensation of our employees, excluding our CEO, to be $74,104. The 2024 annualized total compensation of our Chairman, CEO and President, Lorenzo Simonelli, was $19,897,221. The ratio of the annualized total compensation of Mr. Simonelli to the estimated median of the annual total compensation of our employees was 269 to 1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules.

  160. CEO pay ratio disclosure

    | | 59 |

  161. 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 execut iv e officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below.

  162. Pay versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: (5) | | | | | Year (1) | Summary Compensation Table Total PEO | Compensation Actually Paid to PEO (3) | Average Summary Compensation Table Total for Non- PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs (3) | Baker Hughes TSR | OSX Index TSR | Net Income (Loss) $MM | Adjusted EBITDA (6) $MM | | 2024 | $19,897,221 | $43,208,733 | $5,012,487 | $8,757,543 | $186 | $93 | $2,979 | $4,591 | | 2023 | $22,186,164(2) | $28,115,147(4) | $5,292,423(2) | $5,564,396(4) | $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 | $2,079,825 | $85 | $57 | $(9,940) | $2,357 |

  163. Pay versus Performance

    | (1) For fiscal years 2024, 2023, 2022, 2021 and 2020, Mr. Simonelli was the PEO for the Company. |

  164. Pay versus Performance

    | (2) The Summary Compensation Table Totals for 2023 were updated as explained in the footnotes to the Summary Compensation Table. |

  165. Pay versus Performance

    | (3) 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 mor e 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. |

  166. Pay versus Performance

    | (4) The values reflecting under CAP for 2023 were updated upon identification of a scrivener’s error in the 2023 PSU award agreement leading to an adjustment in valuation. |

  167. Pay versus Performance

    | (5) 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 2024, 2023, 2022, 2021 and 2020, respectively. The peer group used for comparison for each of the fiscal years 2024, 2023, 2022, 2021 and 2020 is the Philadelphia Oil Service (“OSX”) Index. |

  168. Pay versus Performance

    | (6) 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 2024. 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 A. |

  169. Pay versus Performance

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

  170. 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 | | 2024 | 19,897,221 | (171,000) | — | 12,425,422 | 21,433,752 | 5,332,118 | — | 8,800,064 | — | — | 43,208,733 | | 2023 | 22,186,164 | 992,907 | — | 12,588,972 | 15,121,517 | 2,022,918 | — | 2,366,427 | — | — | 28,115,147 | | 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 |

  171. 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:

  172. 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 | | 2024 (1) | 5,012,487 | 514 | — | 2,625,312 | 4,416,916 | 1,390,290 | — | 563,677 | — | — | 8,757,543 | | 2023 (2) | 5,292,423 | 43,117 | — | 2,641,397 | 2,765,060 | 360,489 | — | 248,028 | (417,089) | — | 5,564,396 | | 2022 (3) | 6,533,381 | — | — | 4,542,718 | 4,004,019 | 104,392 | — | (111,607) | — | — | 5,987,467 | | 2021 (4) | 5,751,387 | — | — | 2,678,371 | 3,247,540 | 540,265 | — | 365,719 | — | — | 7,226,540 | | 2020 (5) | 4,815,026 | 289,148 | — | 2,348,778 | 1,629,713 | (474,998) | — | (735,786) | (516,205) | — | 2,079,825 |

  173. Pay versus Performance

    | (1) The average CAP for 2024 comprised of compensation for Ms. Buese, Ms. Borras, Mr. Ramaswamy, and Ms. Magno. |

  174. Pay versus Performance

    | (2) The average CAP for 2023 comprised of compensation for Ms. Buese, Ms. Borras, Mr. Ramaswamy, Mr. Apostolides, Mr. Christie, and Ms. Jones. |

  175. Pay versus Performance

    | (3) The average CAP for 2022 comprised of compensation for Mr. Worrell, Ms. Buese, Ms. Borras, Mr. Christie, and Mr. Saunders. |

  176. Pay versus Performance

    | (4) The average CAP for 2021 comprised of compensation for Mr. Worrell, Ms. Borras, Mr. Christie, and Mr. Saunders. |

  177. Pay versus Performance

    | (5) The average CAP for 2020 comprised of compensation for Mr. Worrell, Ms. Borras, Mr. Christie, Mr. Ukpong, Mr. Mathieson, and Mr. Marsh. |

  178. 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.

  179. Pay versus Performance

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

  180. Pay versus Performance

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  181. 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.

  182. Pay versus Performance CAP Comparisons

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