DEF 14A of Baker Hughes Co, Mar 30, 2026

DEF 14A of Baker Hughes Co

Filed Mar 30, 2026 · FY20250001193125-26-130309

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 Company’s 2027 Annual Meeting of Shareholders (the “2027 Annual Meeting”). Our priority is to bring together areas of expertise for the benefit of the Company and long-term shareholder value. We strive to maintain a Board that reflects diversity, varied knowledge and experiences, and relevant skills and personal qualities. Our candidates possess leadership skills, global business experience, and expertise in finance and the energy industry. More information about our director nominees may be found under “Proposal No. 1 – Election of Directors.”

  2. Director nominee highlights

    | | | | | Committee Memberships | | | | | | | Name, Primary Occupation | Age(1) | Director Since | AC | FC | GCR | HCC | Independent | | | Lorenzo Simonelli Chairman, President and CEO Baker Hughes Company | 52 | 2017 | N/A | N/A | N/A | N/A | No | | | John G. Rice* Former Chairman GE Gas Power | 69 | 2017 | | | ● | ● | Yes | | | Abdulaziz M. Al Gudaimi Former Executive Vice President Saudi Arabian Oil Company | 63 | 2024 | ● | | | ● | Yes | | | W. Geoffrey Beattie Chief Executive Officer Generation Capital | 66 | 2017 | | ● | ● | | Yes | | | Gregory D. Brenneman Executive Chairman CCMP Capital Advisors, LP | 64 | 2017 | | | ● | | Yes | | | Cynthia B. Carroll Former Chief Executive Officer Anglo American plc | 69 | 2020 | ● | | | | Yes | | | Michael R. Dumais Former Executive Vice President & Chief Transformation Officer RTX Corporation (formerly Raytheon Technologies Corporation) | 59 | 2022 | | ● | | | Yes | | | Shirley A. Edwards Former Partner EY (formerly Ernst & Young LLP) | 65 | 2024 | ● | | | ● | Yes | | | Ilham Kadri Former Chief Executive Officer Diversey, Solvay, Syensqo | 57 | Nominee(2) | | ● | ● | | Yes | | | Mohsen M. Sohi Former Chief Executive Officer Freudenberg and Co. | 67 | 2023 | | ● | | | Yes |

  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) Ages listed are as of May 19, 2026. |

  6. Director nominee highlights

    | (2) Ilham Kadri is not a current director on the Board, and the indicated committee memberships are her proposed committee memberships following the Annual Meeting, if elected. |

  7. Director nominee highlights

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

  8. Director nominee highlights

    In analyzing director nominations, the Governance & Corporate Responsibility Committee strives to recommend candidates whose backgrounds and experience, when considered collectively, support effective Board oversight. Candidates should demonstrate leadership, comprehend the role of a public company director, and exemplify relevant expertise, experience, and a substantive understanding of domestic and international considerations and geopolitics. The Governance & Corporate Responsibility Committee also looks for candidates who will help progress Baker Hughes’ strategy as an energy technology company and as a leader in carbon reduction. When analyzing whether directors and nominees have the experience, qualifications, attributes, and skills to enable the Board to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Governance & Corporate Responsibility Committee and the Board assess the information summarized in each of the directors’ individual biographies set forth in this Proxy Statement as well as the director skills matrix. Ilham Kadri was recommended for consideration by a third-party search firm. Dr. Kadri and each of the current directors have been nominated for election by the Board upon recommendation by the Governance & Corporate Responsibility Committee and have decided to stand for election. All directors who are elected at the Annual Meeting will serve for a one-year term expiring at the 2027 Annual Meeting; until his or her successor is elected and qualified; or until his or her earlier death, retirement, resignation, or removal. The proxy holders will vote FOR the ten persons listed below under “Board Nominees for Director,” unless contrary instructions are given. If you sign your proxy card but do not give instructions with respect to the voting of directors, your shares will be voted FOR the ten persons recommended by the Board. If you wish to give specific instructions with respect to the voting of directors, you must do so with respect to each individual nominee.

  9. Director nominee highlights

    | | 7 |

  10. Board highlights

    Board highlights Our director nominees exhibit an effective mix of skills, experience, and perspectives. Our Governance & Corporate Responsibility Committee actively evaluates candidates to support a well-qualified and effective Board.

  11. Board highlights

    | (1) Including director nominee Ilham Kadri. |

  12. Board nominees for director

    Board nominees for director The following table sets forth each nominee director’s name, principal occupation and prior work experience, including any public company directorship experience pursuant to Item 401(e)(2) of Regulation S-K, age, and year in which the nominee first became a director of the Company. Each nominee director has agreed to serve if elected.

  13. Director nominees

    Director nominees

  14. Director nominees

    | Lead Independent Director Age: • 69 Director Since: • 2017 Other Public Directorships (Past Five Years): • American International Group, Inc. (NYSE: AIG) (since 2022) Committees: • Governance & Corporate Responsibility (Member) • Human Capital and Compensation (Member) Education: • B.A., Economics, Hamilton College | John G. Rice | | | | | Reasons for Nomination: John G. Rice brings nearly four decades of global leadership experience across energy, infrastructure and industrial technology, with a career defined by scaling complex businesses, executing disciplined capital allocation and leading through industry transitions. As Lead Independent Director and through his service on other public company boards, Mr. Rice contributes seasoned judgment in strategy, governance and risk management, supporting the Board’s stewardship of long-term shareholder value. Key Skills and Qualifications: | | | | | | | | | | | | | | | | | | | | | | | | | * NACD Cybersecurity Oversight • During his tenure as CEO of GE Energy, Mr. Rice led the acquisition of Enron Wind out of bankruptcy for $250 million in 2002, transforming it into a scaled, commercially viable renewable-energy business and establishing a durable growth platform within GE’s energy portfolio, which generated nearly $8 billion in revenues by 2017. • As Vice Chairman of GE’s Global Growth Organization (GGO), Mr. Rice expanded the company’s international footprint from 92 to 180 countries and oversaw global operations that generated nearly ~60% of GE’s total revenues. His leadership across regions including Asia and North America provides the Board with deep insight into global execution, geopolitical complexity and localized market strategy. • Mr. Rice has overseen significant periods of industry transition, market volatility and cyclical headwinds in the energy and power generation markets, equipping him with invaluable perspectives on building portfolio resilience, operational response and technology-driven growth in dynamic energy markets. Career Highlights: General Electric Company (NYSE: GE) • Non-Executive Chairman, GE Gas Power (2018-2020) • Vice Chairman (2005-2018) • President and Chief Executive Officer, GE Global Growth Organization (2010-2017) • President and Chief Executive Officer, GE Technology Infrastructure (2007-2010) • Vice Chairman, GE industrial and infrastructure businesses (2005-2007) • President and Chief Executive Officer, GE Energy (2000-2005) | | |

  15. Director nominees

    | | 9 |

  16. Director nominees

    | Independent Age: • 63 Director Since: • 2024 Other Public Directorships (Past Five Years): • None Other Directorships and Affiliations: • Banque Saudi Fransi (TADAWUL:1050.SR) (since 2023) • Repsol EP (since 2023) • Vision Invest (since 2023) Committees: • Audit (Member; Audit Committee Financial Expert) • Human Capital and Compensation (Member) Education: • B.S., Petroleum Engineering, King Fahad University for Petroleum and Minerals (KFUPM) • MBA, Massachusetts Institute of Technology | Abdulaziz M. Al Gudaimi | | | | | Reasons for Nomination: Abdulaziz M. Al Gudaimi is a seasoned global energy executive with over 35 years of experience leading large-scale operations and advancing technology-enabled energy and infrastructure initiatives across the Middle East and North Africa (MENA) region and international markets. He brings deep expertise in the energy and chemicals industries, strategic transactions, portfolio optimization and capital allocation, in addition to a strong track record of championing innovation, digital transformation and emerging technologies to drive operational excellence. Key Skills and Qualifications: | | | | | | | | | | | | | | | | | | | | | | | | | • Mr. Al Gudaimi has led complex international energy and industrial operations spanning refining, chemicals, power systems and upstream ventures. His experience includes oversight of major cross-border infrastructure projects and the development of integrated energy and industrial growth strategies at Aramco. • Throughout his career at Aramco, Mr. Al Gudaimi spearheaded the development of multiple world-scale joint ventures with global leaders, including Dow, Total, ConocoPhillips and Sumitomo, and led several strategic transactions, including the $69.1 billion acquisition of a 70% stake in Saudi Basic Industries Corporation (SABIC). • Drawing on his industrial and financial expertise, Mr. Al Gudaimi advises on capital-intensive, decarbonization and technology-enabled energy and infrastructure investments across MENA at EIG Partners, a global private energy investments company. Career Highlights: EIG Partners • Senior Advisor and Chairman, MENA Operations (since 2023) Saudi Arabian Oil Company (“Aramco”) (TADAWUL:2222) • Executive Vice President, Corporate Development (2020-2022), Downstream (2015-2020) • Senior Vice President, Power Systems (2013-2015), Corporate Planning (2013), Chemicals (2009-2012), New Business Development (2007-2009), Northern Oil Operations (2006-2007) • Chief Executive Officer and President, Aramco Gulf Operations Company (2004-2006) • Various positions of increasing responsibility (1996-2004) | | |

  17. Director nominees

    | Independent Age: • 66 Director Since: • 2017 Other Public Directorships (Past Five Years): • None Other Directorships and Affiliations: • Fiera Capital Corporation (OTCMKTS:FRRPF) (2018-2023) • Maple Leaf Foods Inc. (OTCMKTS:MLFNF) (2008-2023) Committees: • Governance & Corporate Responsibility (Member ) • Finance (Member) Education: • Bachelor Degree, Western University • JD, Western University • Honorary Doctorate, Western University | W. Geoffrey Beattie | | | | | Reasons for Nomination: W. Geoffrey Beattie is a seasoned investment professional with deep expertise in capital allocation and corporate transactions. Drawing on his senior leadership experience at leading investment organizations, including as chief executive officer at two investment companies, and background in law, he provides a rigorous, investor-focused perspective to Board oversight, with strength in strategic decision-making, risk management and regulatory compliance. Key Skills and Qualifications: | | | | | | | | | | | | | | | | | | | | | | | | | • As Chief Executive Officer of Generation Capital and Chairman of Relay Ventures, Mr. Beattie has directed capital deployment strategies across diverse investment portfolios, guiding growth initiatives and exercising rigorous investment discipline to support sustainable, long term returns. • Mr. Beattie played a central role in Thomson Corporation’s landmark $17 billion acquisition of Reuters Plc, one of the most significant transactions in the global professional information services sector. Following the transaction, his private investment fund became the majority shareholder of the combined publicly traded company, which at the time held an estimated 34% share of the global financial data market, creating strategic and financial value at scale. • Earlier in his career, Mr. Beattie spent more than a decade as a partner at Torys LLP, a leading international business law firm, advising on major corporate transactions, governance matters, and regulatory issues. This legal foundation has informed his approach to investment decision-making and strengthened his effectiveness in overseeing compliance, regulatory risk, and corporate governance frameworks at the board level. Career Highlights: Generation Capital • Chief Executive Officer (since 2013) Relay Ventures • Chairman (since 2013) Woodbridge Company Limited • Deputy Chairman, Thomson Reuters (2000-2013) • President and Chief Executive Officer (1998-2012) Torys LLP • Partner (1984-1997) | | |

  18. Director nominees

    | | 11 |

  19. Director nominees

    | Independent Age: • 64 Director Since: • 2017 Other Public Directorships: • The Home Depot, Inc. (NYSE: HD) (since 2000) • Hayward Holdings, Inc. (NYSE: HAYW) (2021-2023) • Ecovyst Inc. (NYSE:ECVT) (2014-2022) Other Directorships and Affiliations: • Milacron Holdings Corp. (formerly NYSE: MCRN) (2012-2017) Committees: • Finance (Chair) • Governance & Corporate Responsibility (Member) Education: • B.B.A. in Accounting and Finance, Washburn University • MBA, Harvard University | Gregory D. Brenneman | | | | | Reasons for Nomination: Gregory D. Brenneman is a seasoned executive, investor and public company director with expertise in corporate turnarounds, capital allocation and value creation across global enterprises. He brings more than three decades of experience capitalizing on market opportunities and leading organizations through periods of significant strategic and operational change. Key Skills and Qualifications: | | | | | | | | | | | | | | | | | | | | | | | | | • Over more than two decades, Mr. Brenneman has overseen more than $4.5 billion in private equity investments, driving value through active portfolio oversight. He brings deep investment strategy and capital allocation expertise as Executive Chairman of CCMP Capital Advisors and founder of TurnWorks, a private equity firm focused on corporate turnarounds. • Mr. Brenneman has led major corporate transformations designed to capitalize on market opportunities, improve revenue performance, accelerate product and service innovation and reshape corporate culture at companies including Continental Airlines, Quiznos and Burger King. At Burger King, he oversaw the repositioning of the business and preparation for a successful public offering. • Mr. Brenneman led the strategic realignment of PwC Consulting, the management consulting division of PricewaterhouseCoopers, and executed its $3.5 billion sale to IBM, demonstrating his ability to structure and close large-scale deals, while navigating operational separation and execution risk. Career Highlights: CCMP Capital Advisors, LP • Executive Chairman (since 2016) • President and Chief Executive Officer (2015-2016) • Chairman (2008-2016) TurnWorks, Inc. • Founder, Chairman and Chief Executive Officer (since 1994) Quiz Holdings, LLC • President and Chief Executive Officer (2007-2008) Burger King Corporation • Chief Executive Officer (2004-2006) PricewaterhouseCoopers Consulting • President and Chief Executive Officer (2002) Continental Airlines, Inc. (Former NYSE:CAL) • President and Chief Operating Officer (1995-2001) | | |

  20. Director nominees

    | Independent Age: • 69 Director Since: • 2020 Other Public Directorships (Past Five Years): • Pembina Pipeline Corp. (NYSE:PBA) (since 2020) • Century Aluminum Co. (Nasdaq:CENX) (2020-2021) Other Directorships and Affiliations: • Glencore plc (OTCMKTS:GLNCY) (since 2021) • Hitachi, Ltd. (OTCMKTS:HTHIY) (2013-2024) • BP plc (NYSE: BP) (2007-2017) Committees: • Human Capital and Compensation (Chair) • Audit (Member) Education: • B.S., Geology, Skidmore College • M.S., Geology, University of Kansas • MBA, Harvard University | Cynthia B. Carroll | | | | | Reasons for Nomination: Cynthia B. Carroll provides the Board with extensive executive leadership, industry knowledge and governance expertise shaped by more than three decades across global mining and resource enterprises. Her track record demonstrates her ability to oversee complex global operations through strategic change, embedding a strong safety culture while balancing capital intensive priorities, stakeholder expectations and long-term value creation. Key Skills and Qualifications: | | | | | | | | | | | | | | | | | | | | | | | | | • As former Chief Executive Officer of Anglo American, one of the world’s largest and most diversified global mining companies employing over 160,000 people, Ms. Carroll led a comprehensive company-wide transformation to strengthen operational discipline and embed a ‘zero harm’ safety standard, reshaping corporate culture and governance. She reduced organizational complexity and sharpened strategic focus on core assets, reinforcing capital discipline and positioning the company for sustainable growth through commodity cycles. • Under Ms. Carroll’s leadership, Anglo American became a top-20 FTSE 100 company, supported by rigorous cost management and operational effectiveness. Her tenure included major strategic portfolio actions, such as the acquisition of an additional 40% stake in De Beers, taking Anglo’s interest to 85% of the world’s leading diamond company; the divestiture of $4.2 billion of non-core assets; and the $1.15 billion acquisition of a 49% stake in the Minas-Rio iron ore project in Brazil. • At Alcan, Ms. Carroll led the company’s Primary Metal Group, which accounted for approximately 75% of its earnings and $12 billion in revenue, overseeing large-scale production assets, global supply chains and power-intensive operations. Her leadership emphasized operational excellence, cost competitiveness, and the integration of newly acquired assets and leading-edge technologies, contributing to improved performance at scale. Career Highlights: Anglo American plc (LSE: AAL) • Chief Executive Officer (2007-2013) Alcan Aluminum Corporation (formerly NYSE:AL) • President and Chief Executive Officer, Primary Metal Group (2002-2006) • President, Bauxite, Alumina and Specialty Chemicals division (1998-2001) • Other various management positions (1989-2001) Amoco Corporation (now NYSE:BP) • Petroleum Geologist (1982-1987) | | |

  21. Director nominees

    | | 13 |

  22. Director nominees

    | Independent Age: • 59 Director Since: • 2022 Other Public Directorships (Past Five Years): • None Committees: • Governance & Corporate Responsibility (Chair) • Finance (Member) Education: • B.S., Electrical Engineering, Virginia Tech University • M.S., Electrical Engineering, University of Pennsylvania • MBA, The Wharton School - University of Pennsylvania | Michael R. Dumais | | | | | Reasons for Nomination: Michael R. Dumais brings deep operations, strategy and finance expertise, shaped by more than 20 years of leading significant business transformations and digital modernization initiatives across global, technology-enabled enterprises. His experience overseeing industrial organizations with mission-critical engineered products, aftermarket services and complex manufacturing and supply-chain operations provides a highly relevant perspective on Baker Hughes’ products and service portfolios, execution priorities and shareholder value creation. Key Skills and Qualifications: | | | | | | | | | | | | | | | | | | | | | | | | | • As Chief Transformation Officer of RTX Corporation (formerly Raytheon Technologies Corporation), Mr. Dumais led value-accretive acquisitions and divestitures and led the integration of United Technologies and Raytheon following their $75 billion merger, achieving over $1 billion in annual gross cost synergies by the end of his tenure. • Mr. Dumais oversaw RTX’s enterprise-wide transformation, implementing advanced digital operating models that improved efficiency and enhanced customer solutions. He served as Chairman of RTX’s Forcepoint cybersecurity JV and founded RTX Ventures, the company’s corporate venture capital arm, focused on strategic investments and licensing partnerships with emerging high-technology companies to accelerate innovation and expand pathways for long-term growth. • As President of United Technologies Corporation’s Hamilton Sundstrand Division, Mr. Dumais was responsible for a multi-billion-dollar aerospace and industrial systems portfolio, with oversight of global supply chain, technology, product development and customer service. In this role, he drove operational execution across complex, mission-critical businesses serving a global customer base. Career Highlights: RTX Corporation (formerly Raytheon Technologies Corporation) • Executive Vice President and Chief Transformation Officer (2021-2022) • Executive Vice President, Strategy (2020-2021) United Technologies Corporation (former NYSE: UTX, merged with Raytheon in 2020) • EVP Operations, Strategy & Corporate Development (2018-2020) • Senior Vice President, Strategy & Corporate Development (2015-2018) • President, Hamilton Sundstrand Division and Co-President, UTC Aerospace Systems Division (2011-2015) | | |

  23. Director nominees

    | Independent Age: • 65 Director Since: • 2024 Other Public Directorships (Past Five Years): • Solventum Corp. (NYSE:SOLV) (since 2024) • Appian Corp. (Nasdaq:APPN) (since 2022) Committees: • Audit (Member; Audit Committee Financial Expert) • Human Capital and Compensation (Member) Education: • B.S., Accounting, Virginia Tech University | Shirley A. Edwards | | | | | Reasons for Nomination: Shirley A. Edwards brings deep, proven leadership in financial oversight, enterprise risk management, governance and large-scale operations, gained through her senior executive roles spanning both global operational leadership and complex client-service engagements. As a Certified Public Accountant, she has financial acumen and a disciplined, risk-informed perspective that strengthens the Board’s oversight of a capital-intensive, technology-enabled and highly regulated global enterprise. Key Skills and Qualifications: | | | | | | | | | | | | | | | | | | | | • As a Senior Partner at EY, Ms. Edwards held full P&L responsibility for the firm’s nearly $4 billion Assurance practice across the Americas, spanning 20 countries, 10 regions and more than 20,000 professionals. She drove sustained, profitable growth through operational rigor, margin discipline and innovative, technology-enabled services, developing enterprise-level experience managing scale and complexity. • Ms. Edwards led client service delivery for audit, forensics, financial accounting and advisory services across highly complex multinational organizations. Her deep expertise in global financial reporting, internal controls, enterprise risk management and regulatory compliance strengthens the Board’s oversight of financial integrity, disciplined governance and decision making. • With extensive experience in senior leadership roles guiding organizational transformations, change management initiatives and workforce capability building, Ms. Edwards has led efforts to design and implement strong governance practices, particularly during periods of significant structural and operational change. She has also held leadership roles in technology-enabled environments, where she was responsible for overseeing technology strategy and managing digital and cybersecurity risks in alignment with long-term business objectives. Career Highlights: EY (formerly Ernst & Young LLP) • Partner (2002-2022) Arthur Andersen • Roles of increasing responsibility, including as Partner (1982-2002) | | |

  24. Director nominees

    | | 15 |

  25. Director nominees

    | Independent Age: • 57 Director Since: • Nominee Other Public Directorships (Past Five Years): • A.O. Smith Corporation (NYSE:AOS) (since 2016) Other Directorships and Affiliations: • L’Oréal S.A. (OTCMKTS: LRLCF) (since 2020) • Synesqo S.A. (OTCMKTS:SHBB) (2023-2026) Proposed Committees if Elected: • Finance (Member) • Governance & Corporate Responsibility (Member) Education: • Chemical Engineering, Ecole d’Application des Hauts Polymères de Strasbourg, France • PhD, Macromolecular Physics and Chemistry, L’Université Louis Pasteur de Strasbourg, France | Ilham Kadri | | | | | Reasons for Nomination: Dr. Ilham Kadri is an experienced industrial and energy-technology executive who has led financial turnarounds and disciplined portfolio reshaping across multinational enterprises. Her scientific background and international leadership experience, combined with hands-on execution of strategic transactions and digital modernization, strengthen the Board’s ability to advance Baker Hughes’ innovation and value-creation strategy. Key Skills and Qualifications: | | | | | | | | | | | | | | | | | | | | | | | | | • Dr. Kadri led one of the most significant portfolio transformations in the European chemicals sector, overseeing the strategic separation of Solvay into two independent public companies, Solvay and Syensqo. As Chief Executive Officer of Syensqo, she guided the company through its establishment as a standalone public enterprise, sharpening strategic focus, enforcing financial discipline and driving operational execution, while advancing digital capabilities across materials and industrial applications. • Previously, as Chief Executive Officer of Solvay, Dr. Kadri led a comprehensive turnaround and portfolio repositioning, generating double-digit EBITDA growth, 18 consecutive quarters of positive free cash flow and balance-sheet deleveraging, while accelerating sustainability integration across the company’s operating model. • At Diversey, Dr. Kadri reoriented the portfolio toward higher-return industrial end markets, restored profitability and strengthened the company’s operations as a standalone enterprise, culminating in a $3.2 billion divestiture to Bain Capital Private Equity. Career Highlights: Syensqo S.A. (OTCMKTS:SHBBF) • Chief Executive Officer (2023-2025) Solvay S.A. (OTCMKTS:SLVYY) • Chief Executive Officer (2019-2023) Diversey, Inc. (former Nasdaq:DSEY) • President and Chief Executive Officer (2017-2019) Sealed Air Corporation (NYSE:SEE) • President, Diversey Care division (2013-2017) • Vice President (2013-2017) Dow Chemical Company (NYSE:DOW) • General Manager, Dow Advanced Materials (2009-2012) • Commercial Director, Dow Water & Process Solutions (2009-2012) | | |

  26. Director nominees

    | Age: • 52 Director Since: • 2017 Other Public Directorships (Past Five Years): • C3.ai, Inc. (NYSE: AI) (2020-2021) • CNH Industrial N.V. (NYSE:CNH) (2019-2021) Other Directorships and Affiliations: • Iveco Group N.V.* (OTCMKTS:IVCGF) (since 2021) Committees: • N/A Education: • B.Sc., Business and Economics, Cardiff University, Wales * Tata Motors Limited has announced its acquisition of all outstanding shares of Iveco Group N.V., which will result in Iveco Group N.V. becoming privately held. As such, Mr. Simonelli’s position as director and related obligations will be terminated as of the closing of that acquisition, which is expected to occur at the end of the first quarter of 2026. | Lorenzo Simonelli | | | | | Reasons for Nomination: With over 25 years of international leadership experience and as Chairman and Chief Executive Officer of Baker Hughes, Lorenzo Simonelli offers valuable perspectives on market dynamics, portfolio strategy and value creation opportunities. Mr. Simonelli has led Baker Hughes’ strategic transformation into a scaled global energy and industrial technology company, exercising disciplined operations and financial oversight while strengthening the Company’s competitive positioning across the energy value chain. Key Skills and Qualifications: | | | | | | | | | | | | | | | | | | | | | | | | | • Mr. Simonelli oversaw Baker Hughes’ successful repositioning through an accelerated investment in digitalization, automation, and advanced analytics, integrating physical equipment with software and controls to enhance customer productivity and lifecycle performance, delivering revenue growth from $17.3 billion in 2017 to $27.7 billion in 2025. • Mr. Simonelli oversaw the successful merger of GE Oil & Gas with Baker Hughes, creating one of the most significant strategic combinations in the energy service sector. This transaction strengthened the Company’s long-term portfolio, expanded its global scale and enhanced competitiveness across the full lifecycle of oil and gas development. • As President and Chief Executive Officer of GE Transportation, a global transportation leader in the rail, mining, marine and energy storage industries, Mr. Simonelli transformed the organization into a global industrial technology leader through the deployment of next generation manufacturing and advanced propulsion platforms. Career Highlights: Baker Hughes Company (Nasdaq: BKR) • President and Chief Executive Officer (since 2017) General Electric (NYSE: GE) • President and Chief Executive Officer, GE Oil & Gas (2013-2017) • President and Chief Executive Officer, GE Transportation (2008-2013) • President and Chief Executive Officer, EMEA, GE Consumer and Industrial (2007-2008) • GM Product Management, GE Consumer & Industrial (2005-2006) • Various financial and leadership roles (1994-2005) | | |

  27. Director nominees

    | | 17 |

  28. Director nominees

    | Independent Age: • 67 Director Since: • 2023 Other Public Directorships (Past Five Years): • STERIS plc (NYSE: STE) (since 2005) Other Directorships and Affiliations: • KION Group (FWB:KGX) (since 2025) Committees: • Audit (Chair; Audit Committee Financial Expert) • Finance (Member) Education: • B.S., Mechanical Engineering, University of Missouri • M.S. and D.Sc., Mechanical Engineering, Washington University • MBA, Wharton School of Management, University of Pennsylvania | Mohsen M. Sohi | | | | | Reasons for Nomination: Dr. Mohsen M. Sohi brings extensive global industrial, technology and operating leadership experience, having held senior executive roles across multinational, innovation-driven organizations. He contributes deep expertise in advanced materials, digital transformation and strategic investments, supporting the Board’s oversight of portfolio optimization and capital allocation as the Company scales differentiated solutions across energy and industrial markets. Key Skills and Qualifications: | | | | | | | | | | | | | | | | | | | | | | | | | • As Chief Executive Officer of Freudenberg and Co., Dr. Sohi led a comprehensive organizational and governance transformation, establishing a decentralized operating model that strengthened customer and market orientation while enabling the management team to focus on long-term strategy. He complemented this with the “House of Excellence” framework, driving process optimization, enterprise-wide digitalization and operational discipline across the organization. • During his tenure, Freudenberg’s revenue and profit doubled, the company built platforms for future technologies and executed a balanced global growth strategy across the Americas, Europe and Asia. • While serving as Chief Executive Officer of Freudenberg-NOK, the privately held sealing-technology joint venture between the Freudenberg Group and NOK Corporation of Japan, Dr. Sohi repositioned the business toward higher-value growth sectors, including the oil and gas industry and medical technology, while successfully navigating the company through the 2008-2009 financial crisis to gain market share. Career Highlights: Freudenberg and Co. • Chief Executive Officer (2012-2025) • Managing Partner (2010-2012) • President and Chief Executive Officer, Freudenberg-NOK (2003-2010) NCR Corporation (former NYSE:NCR) • Senior Vice President, Retail Solutions (2001-2003) Honeywell International, Inc. (Nasdaq:HON) • President, Honeywell Electric Materials (2000-2001) • Roles of increasing responsibility at Honeywell International Inc.’s pre-merger constituent, Allied Signal, Inc. (former NYSE:ALD) (1987-2000) | | |

  29. Director Compensation

    Director Compensation In 2025, Frederick W. Cook & Co., Inc. (“FW Cook”), the compensation consultant hired by the Human Capital and Compensation Committee, conducted a competitive review of our non-employee director compensation program, including a review of the director compensation programs of companies within our peer group. Based on the analysis provided by FW Cook, in October 2025, the Board approved maintaining the non-employee director compensation amounts in effect as of January 1, 2025. Mr. Simonelli, our President, CEO and Chairman of the Board, does not receive additional compensation for his service as a director, and his compensation and equity awards for service as President and CEO are reflected in the Summary Compensation Table and accompanying tables below in the Executive Compensation section of this proxy and are not reflected in the tables immediately below. The following sets forth the compensation structure for our non-employee directors for 2025:

  30. Director Compensation

    | | Cash Compensation | Equity Compensation | | 2025 Directors’ Annual Retainer | $125,000(1) | $180,000(2) |

  31. Director Compensation

    | (1) Each non-employee director is paid an annual cash retainer fee of $125,000, as well as fees for service on committees of the Board. |

  32. Director Compensation

    | (2) On the date of each Annual Meeting, each non-employee director is expected to receive an annual equity grant in the form of a restricted stock unit award (“RSU award”) with a grant date value of $180,000. |

  33. Director Compensation

    | | Cash Compensation | | Lead Independent Director Retainer | $40,000 | | Audit Committee Chair Retainer | $25,000 | | Human Capital and Compensation Committee Chair Retainer | $25,000 | | Other Committee Chair Retainer | $20,000 | | Audit Committee Member Retainer | $10,000 | | Other Committee Member Retainer | $7,500 |

  34. Director Compensation

    Director Compensation

  35. 2025 Director compensation

    2025 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, 2025.

  36. 2025 Director compensation

    | Name | Fees Earned or Paid in Cash(2) ($) | Stock Awards(3)(4) ($) | All Other Compensation(5) ($) | Total ($) | | John G. Rice | 171,317 | 180,000 | 17,540 | 368,857 | | Abdulaziz M. Al Gudaimi | 141,533 | 180,000 | — | 321,533 | | W. Geoffrey Beattie | 155,370 | 180,000 | 81,863 | 417,233 | | Gregory D. Brenneman | 153,455 | 180,000 | 78,131 | 411,586 | | Cynthia B. Carroll | 160,000 | 180,000 | — | 340,000 | | Michael R. Dumais | 147,683 | 180,000 | — | 327,683 | | Shirley A. Edwards | 142,500 | 180,000 | — | 322,500 | | Lynn L. Elsenhans (1) | 58,598 | — | — | 58,598 | | Mohsen M. Sohi | 151,714 | 180,000 | 18,154 | 349,868 |

  37. 2025 Director compensation

    | (1) Ms. Elsenhans ceased to serve on the Board on May 20, 2025. Accordingly, her 2025 director fees were prorated based on time served, and she did not receive an RSU award for 2025. |

  38. 2025 Director compensation

    | (2) Messrs. Al Gudaimi, Beattie and Brenneman and Dr. Sohi elected to receive their 2025 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. The value of these DSUs is not included in the Stock Awards column above. The number of DSUs they received in 2025 in lieu of director fees is as follows: |

  39. 2025 Director compensation

    | Name | Total Number of DSUs Received in 2025 in lieu of Cash Retainer | | Abdulaziz M. Al Gudaimi | 3,221.396 | | W. Geoffrey Beattie | 3,554.045 | | Gregory D. Brenneman | 3,494.922 | | Mohsen M. Sohi | 3,447.994 |

  40. 2025 Director compensation

    | (3) On May 20, 2025, after the 2025 Annual Meeting of Shareholders, each non-employee director who was elected received a fully vested RSU award. Under the Deferral Plan, the RSU award granted to each non-employee director was automatically deferred, and each non-employee director received the equivalent number of DSUs. The value of the award shown for each director reflects the $180,000 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 $37.34 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 on Form 10-K for the year ended December 31, 2025 under Item 8. |

  41. 2025 Director compensation

    | (4) The following table shows the aggregate number of stock awards outstanding for each non-employee director as of December 31, 2025. These stock awards are all vested DSUs. |

  42. 2025 Director compensation

    | Name | Aggregate Stock Awards Outstanding as of December 31, 2025 (#) | | John G. Rice | 4,868.774 | | Abdulaziz M. Al Gudaimi | 4,868.774 | | W. Geoffrey Beattie | 53,880.774 | | Gregory D. Brenneman | 53,880.774 | | Cynthia B. Carroll | 4,868.774 | | Michael R. Dumais | 4,868.774 | | Shirley A. Edwards | 10,499.143 | | Lynn L. Elsenhans | — | | Mohsen M. Sohi | 10,321.774 |

  43. 2025 Director compensation

    | (5) This column includes dividend equivalents paid during the year ended December 31, 2025 on deferred RSU awards and cash fees that were deferred under the Deferral Plan, consistent with the terms of the Deferral Plan. |

  44. Compensation Discussion and Analysis

    | Executive summary | 40 | Grants of plan-based awards in 2025 | 57 | | Total direct compensation for NEOs | 44 | Outstanding equity awards at fiscal year-end | 59 | | Base salaries | 44 | Option exercises and stock vested | 60 | | Short-Term incentive compensation | 45 | Pension benefits | 61 | | Long-Term incentive compensation | 47 | Nonqualified deferred compensation | 62 | | Other elements of compensation and hiring on bonuses | 49 | Potential payments upon change in control or termination | 63 | | Decision-making process and key inputs | 50 | CEO pay ratio disclosure | 69 | | Additional compensation program features and policies | 53 | Pay versus Performance | 70 | | Human Capital and Compensation Committee report | 54 | Human Capital and Compensation Committee interlocks and insider participation | 74 | | Summary compensation table | 55 | | |

  45. 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 |

  46. Highlights of 2025 Compensation Decisions

    | 2025 Compensation Decisions | | | | Approved selective NEO base salary increases for 2025, to align with the market. | Approved corporate funding for the 2025 annual bonus at 113.5% of target, with payouts ranging between 108% and 119% of target, and 2023 Performance Share Units (“PSUs”) were earned at 200.93% of target. | Awarded annual long-term incentive grants with 60% PSUs weighting for the CEO with vesting tied to outperforming the market. | | Page 44 | Pages 45 & 47 | Page 47 |

  47. 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, “2023-2025 Average CEO Target Compensation” refers to the average of the target compensation opportunity offered to our CEO over the 2023 to 2025 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, “2023-2025 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, 2025 share price and assuming estimated earned amounts for outstanding Performance Share Units. For the 2023 awards, annual Performance Share Units were calculated at 200.93%. The 2024 and 2025 annual Performance Share Unit awards were each estimated at 100%.

  48. Compensation features and governance

    | ✓ | What we do | | | Pay for performance | | | Include a comprehensive clawback policy, covering SEC requirements as well as misconduct unrelated to a financial restatement | | | Engage an independent compensation consultant | | | Use a representative and relevant peer group | | | Evaluate the risk of our compensation programs | | | Apply robust stock ownership guidelines | | | Mandate “double-trigger” provisions for change-in-control severance payments | | | Align executive compensation with shareholder returns through long-term incentives | | | Reference the market median for all elements of NEOs’ compensation |

  49. Compensation features and governance

    | X | What we don’t do | | | No hedging or pledging of Company stock | | | No backdating or repricing of stock option awards | | | No excessive perquisites | | | No guaranteed bonuses for NEOs | | | No gross-ups in new executive arrangements | | | No dividend or dividend equivalents paid on unvested equity awards |

  50. Short-Term incentive compensation

    Short-Term incentive compensation

  51. Short-Term incentive compensation

    | Key action The Human Capital and Compensation Committee approved the Company-wide, overall funding of the 2025 annual short-term bonus at 113.5%. This was based on out-performance against financial metrics (weighted 70%) and partially met strategic priorities (weighted 30%). |

  52. 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:

  53. Short-Term incentive compensation

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

  54. Short-Term incentive compensation

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

  55. Short-Term incentive compensation

    In February 2025, 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.

  56. 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 | | | | 5. | FCF Conversion | | |

  57. Short-Term incentive compensation

    | * Adjusted EBITDA, adjusted EBITDA margin, FCF and FCF Conversion 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. |

  58. Bonus outcome for financial metrics

    Bonus outcome for financial metrics The Human Capital and Compensation Committee approved five weighted financial metrics: (1) Revenue; (2) Adjusted EBITDA; (3) Adjusted EBITDA Margin; (4) FCF; and (5) FCF Conversion 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.

  59. Bonus outcome for financial metrics

    | Baker Hughes 2025 Financial Goals (70% Weight)(1) | Metric Weighting | Threshold (50%) | Target (100%) | Maximum (200%) | Results | Payout Multiple | Weighted Payout(2) | | Revenue | 10% | $26.50B | $28.00B | $30.00B | $27.73B | 91% | 9.1% | | Adjusted EBITDA | 25% ($) | $4.60B | $4.95B | $5.35B | $4.83B | 82% | 20.5% | | Adjusted EBITDA Margin | 10% (%) | 17.0% | 17.7% | 18.7% | 17.4% | 79% | 7.9% | | FCF | 15% | $2.00B | $2.35B | $2.75B | $2.73B | 195% | 29.3% | | FCF Conversion | 10% | 45% | 47% | 50% | 57% | 200% | 20.0% | | Weighted Payout | 70% | | | | | 124% | 86.9% |

  60. Bonus outcome for financial metrics

    | (1) Adjusted EBITDA, adjusted EBITDA margin, FCF and FCF Conversion 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. |

  61. Bonus outcome for financial metrics

    | (2) The amounts reflected in the “Weighed Payout” column may not add up to the total due to rounding. |

  62. Bonus outcome for financial metrics

    In 2025, we exceeded the FCF and FCF Conversion targets, partially offset by Revenue slightly under target and both Adjusted EBITDA and Adjusted EBITDA Margin under target. The overall achievement of the financial metrics was 124% of target.

  63. 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.

  64. Bonus outcome for Strategic Blueprint priorities

    | | 45 |

  65. Bonus outcome for Strategic Blueprint priorities

    The Human Capital and Compensation Committee considered the achievement for the Strategic Blueprint priorities below for 2025 and provided the following assessments on each priority:

  66. Bonus outcome for Strategic Blueprint priorities

    | Performance Component | 2025 Performance Expectation | Results | | Safety & Compliance | • HSE day, leading & lagging metrics improvement versus 2024 • Zero Workplace caused fatalities | • HSE Perfect Days decreased by 5 to 201, permanent impairment increased by 1 to 2, LTIR increased by 0.03 YoY, and TRIR stayed flat. | | | | • No fatalities | | | | 2025 Assessment: Partially Met Objectives | | Growth & Transformation | • Generate $200M of savings • 2025 New Energy orders of $1.68B • Progression in key metrics for six priorities | • EBITDA margin under target despite $259M savings generated • $2.0B New Energy orders • Some progress on key metrics | | | | 2025 Assessment: Partially Met Objectives | | Sustainability & Leadership | • Scope 1 / 2 reduction against baseline by 30K MTCO2e • Advancement of work around succession pipeline | • 51k MTCO2e • Internal pipeline for key ELT roles and increased efforts around talent identification and development | | | | 2025 Assessment: Met Objectives | | Shareholder Returns | • TSR improvement above peer benchmarks • Protect and grow dividend • Broaden investor base as part of Company strategic pillars | • TSR in 2025 of +15.5%, positioned 4th out of 18 competitors. • Increased dividend in 1Q’25 • 63% top 20 concentration. | | | | 2025 Assessment: Partially Met Objectives | | | | Payout Multiple: 89% | | | | Total Weighted Payout: 26.6% |

  67. 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 2025, but was not involved in discussions regarding his own bonus payout.

  68. Final 2025 short-term incentive payout

    Final 2025 short-term incentive payout The Human Capital and Compensation Committee approved an overall bonus payout under the short-term incentive plan of 113.5% of target, with 86.9% recognizing the achievement against Financial metrics and 26.6% recognizing the achievement against Strategic Blueprint Priorities. The Human Capital and Compensation Committee approved an overall payout of 116% for Mr. Simonelli, and between 108% and 119% for the other NEOs. The Committee adjusted the CEO’s bonus payout from 113.5% to 116% to recognize his leadership in executing the Company’s strategic priorities, advancing long-term growth initiatives, and delivering strong shareholder returns. The other NEOs bonus payouts were adjusted to reflect personal performance as modifiers to the strategic blueprint priorities. For Ms. Borras and Mr. Gatti performance is also evaluated against delivery of business unit financial goals. The table below represents the 2025 target and actual payout for each of the NEOs based upon the established financial and strategic metrics described above.

  69. Final 2025 short-term incentive payout

    | Name | Target Bonus | Actual Bonus | % Of Target | | Lorenzo Simonelli Chairman, President and CEO | $3,062,500 | $3,557,706 | 116% | | Ahmed Moghal Chief Financial Officer | $800,000 | $951,008 | 119% | | Maria Claudia Borras Chief Growth & Experience Officer | $970,000 | $1,124,812 | 116% | | Amerino Gatti Executive Vice President—OFSE | $900,000 | $971,010 | 108% | | Georgia Magno Chief Legal Officer | $700,000 | $821,926 | 117% | | Nancy Buese Former Executive Vice President and Chief Financial Officer | $1,000,000 | N/A | N/A | | Ganesh Ramaswamy Former Executive Vice President—IET | $930,000 | N/A | N/A |

  70. Long-Term incentive compensation

    Long-Term incentive compensation

  71. 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 2025 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 2027. |

  72. 2025 annual long-term incentive awards

    2025 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 59% 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.

  73. 2025 annual long-term incentive awards

    | | 47 |

  74. 2025 annual long-term incentive awards

    In January 2025, 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 2025 to recognize Mr. Simonelli’s leadership and to align with the competitive market. The table below summarizes the 2025 long-term incentive awards granted to our NEOs:

  75. 2025 annual long-term incentive awards

    | Target Annual LTI Awards | Performance Share Units(1) | Restricted Stock Units(1) | Total(1) | | Lorenzo Simonelli Chairman, President and CEO | $7,650,000 | $5,100,000 | $12,750,000 | | Ahmed Moghal (2) Chief Financial Officer | $1,500,000 | $1,500,000 | $3,000,000 | | Maria Claudia Borras Chief Growth & Experience Officer | $1,500,000 | $1,500,000 | $3,000,000 | | Amerino Gatti Executive Vice President—OFSE | $1,250,000 | $1,250,000 | $2,500,000 | | Georgia Magno Chief Legal Officer | $750,000 | $750,000 | $1,500,000 | | Nancy Buese Former Executive Vice President and Chief Financial Officer | $1,750,000 | $1,750,000 | $3,500,000 | | Ganesh Ramaswamy Former Executive Vice President—IET | $1,500,000 | $1,500,000 | $3,000,000 |

  76. 2025 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. |

  77. 2025 annual long-term incentive awards

    | (2) The total LTI award above represents the total of two awards for Mr. Moghal. The first received as part of the annual LTI plan ($845,000) and the second on promotion to Chief Financial Officer on February 24, 2025 ($2,155,000) |

  78. 2025 annual long-term incentive awards

    The PSU design:

  79. 2025 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; |

  80. 2025 annual long-term incentive awards

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

  81. 2025 annual long-term incentive awards

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

  82. 2025 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; |

  83. 2025 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; and |

  84. 2025 annual long-term incentive awards

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

  85. 2025 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 +/-25%(2) | | FCF divided by adjusted EBITDA | | 75th Percentile or Greater 50th Percentile 25th Percentile Below 25th Percentile | 200% 100% 50% 0% | + | 3 Year Cumulative Average (2025 through 2027) | | 16% or greater 13.5% 11% Below 11% | 200% 100% 50% 0%x | Three-year performance period beginning December 31, 2024 and ending December 31, 2027, including dividends |

  86. 2025 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 11% and 13.5% and between 13.5% and 16% for ROIC. |

  87. 2025 annual long-term incentive awards

    | (2) Modifier capped at 0% if TSR is negative (i.e., no upward adjustment). With positive TSR, the overall maximum payout is capped at 225% of target. |

  88. 2023 annual long-term incentive PSU payout

    2023 annual long-term incentive PSU payout The PSUs granted in 2023, which vested based on performance through December 31, 2025, 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 2025.

  89. 2023 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 (2022 versus 2025) • 3 Year Cumulative Average (2023 through 2025) | | 75th Percentile or Greater 50th Percentile 25th Percentile Below 25th Percentile | 150% 100% 50% 0%x | Three-year performance period beginning December 31, 2022 and ending December 31, 2025, including dividends |

  90. 2023 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. |

  91. 2023 annual long-term incentive PSU payout

    The table below represents each of the performance levels and the associated achievement for the 2023 PSUs.

  92. 2023 annual long-term incentive PSU payout

    | 2023 PSU measure | Weighting | Results | Percentile Rank | Payout multiple | Weighted Payout | | Relative FCF Conversion | 50% | 53.4% | 64.0% | 128.6% | 64.3% | | 3 year Absolute Change ROIC | 25% | 17.0% | 79.0% | 150.0% | 37.5% | | 3 year Cumulative Average ROIC | 25% | 14.6% | 64.0% | 128.6% | 32.2% | | Weighted payout | | | | | 134.0% | | Relative TSR Modifier | | 150% | 93.0% | | 1.5x | | Total payout | | | | | 200.93% |

  93. 2023 annual long-term incentive PSU payout

    | (1) Represents Baker Hughes’ cumulative TSR over three-year period beginning December 31, 2022 and ending December 31, 2025, including dividends. |

  94. 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.

  95. 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.

  96. 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. The services that FW Cook provides, based upon direction from the Human Capital and Compensation Committee, include advising the Human Capital and Compensation Committee on the design of our executive compensation programs and the evolving best practices related thereto, providing market information and analysis regarding the competitiveness of our executive compensation opportunities, conducting compensation risk assessments, providing analysis concerning the equity compensation practices of our reference group, and designing and implementing our compensation program and policies to accomplish our objectives. As described above, FW Cook has also been engaged by the Board to review our non-employee director compensation program. In 2025, FW Cook did not provide any services to us other than those requested by the Human Capital and Compensation Committee and related to FW Cook’s engagement as the independent consultant to the Human Capital and Compensation Committee. In accordance with the requirements of Item 407(e)(3)(iv) of Regulation S-K, the Human Capital and Compensation Committee considered the relationships FW Cook had with the Company, the members of the Human Capital and Compensation Committee, and Baker Hughes’ executive officers, as well as the policies that FW Cook had in place to maintain its independence and objectivity, and determined that no conflicts of interest arose concerning the work performed by FW Cook.

  97. 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.”

  98. 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.

  99. 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 2025, the Human Capital and Compensation Committee believed the oilfield service companies in the OSX index, TechnipFMC and S&P 500 Industrials index (median performing company) provided the best competitive comparison for benchmarking performance over the long-term and competing for similar shareholder investments. The FCF conversion metric is measured against the OSX index and TechnipFMC, and the TSR modifier is measured against OSX Index, TechnipFMC and S&P 500 Industrials index (median performing company). 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.

  100. Performance “Peer Group”

    | Performance Peer Group |

  101. Performance “Peer Group”

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

  102. Performance “Peer Group”

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

  103. Performance “Peer Group”

    | | 53 |

  104. 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.

  105. 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.

  106. Summary Compensation Table

    Summary Compensation Table The following table summarizes the total compensation paid or earned for 2025, 2024, and 2023 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, 2025.

  107. Summary Compensation Table

    | Name and Principal Position (1) | Year | Salary ($) | Bonus ($) | Stock Awards (2) ($) | Non-Equity Incentive Plan Compensation (3) ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings(4) ($) | All Other Compensation (5) ($) | Total ($) | | Lorenzo Simonelli Chairman, President and CEO | 2025 | 1,710,000 | | 13,310,819 | 3,557,706 | 911,327 | 1,873,973 | 21,363,825 | | | 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 | | Ahmed Moghal Chief Financial Officer | 2025 | 743,036 | | 3,128,458 | 951,008 | 173,400 | 245,663 | 5,241,565 | | | 2024 | | | | | | | | | | 2023 | | | | | | | | | Maria Claudia Borras Chief Growth & Experience Officer & EVP–IET (Interim) | 2025 | 970,000 | | 3,109,951 | 1,124,812 | 31,257 | 772,593 | 6,008,613 | | | 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 | | Amerino Gatti Executive Vice President–OFSE | 2025 | 900,000 | | 2,591,564 | 971,010 | 23,474 | 166,798 | 4,652,846 | | | 2024 | | | | | | | | | | 2023 | | | | | | | | | Georgia Magno Chief Legal Officer | 2025 | 669,231 | | 1,554,976 | 821,926 | — | 313,608 | 3,359,741 | | | 2024 | 555,959 | | 1,235,452 | 910,000 | — | 215,678 | 2,917,089 | | | 2023 | | | | | | | | | Nancy Buese Former Executive Vice President and Chief Financial Officer | 2025 | 612,637(6) | | 4,221,924 | — | — | 1,243,884 | 6,078,445 | | | 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 | | Ganesh Ramaswamy Former Executive Vice President–IET | 2025 | 791,538 | | 3,109,951 | — | 152 | 356,006 | 4,257,647 | | | 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 |

  108. Summary Compensation Table

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

  109. Summary Compensation Table

    | (1) Messrs. Moghal and Gatti became NEOs in 2025; therefore, only compensation for 2025 is reported for them. Ms. Magno was not a NEO in 2023 and therefore no compensation is reported for her in that year. Ms. Buese and Mr. Ramaswamy terminated employment on February 24, 2025 and October 24, 2025 respectively. |

  110. 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 on Form 10-K for the year ended December 31, 2025 under Item 8. The value of the 2025 PSU awards on the grant date, assuming achievement of the maximum performance level of 225% would be: Mr. Simonelli — $18,474,421; Mr. Moghal —$3,664,377 ; Ms. Borras — $3,622,419; Mr. Gatti — $3,018,610 Ms. Magno — $1,811,209; Ms. Buese — $4,226,119 and Mr. Ramaswamy — $3,622,419. |

  111. 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. |

  112. Summary Compensation Table

    | (3) The amount reflected in the “Non-Equity Incentive Plan Compensation” column includes the payment earned under our annual bonus program for all the NEOs. Non-equity incentive plan compensation awards which were not earned in 2025 are not included. |

  113. Summary Compensation Table

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

  114. 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 2025, the applicable values were: Mr. Simonelli — $581,047 and Ms. Borras — $30,021. |

  115. Summary Compensation Table

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

  116. Summary Compensation Table

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

  117. Summary Compensation Table

    | (5) We provide NEOs with other benefits that we believe are reasonable, competitive, and consistent with our overall executive compensation program. The costs of these benefits for 2025, 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. |

  118. Summary Compensation Table

    | Name | Life Insurance Premiums ($) | Company Contributions to Retirement & Savings Plans ($) | Financial & Tax Planning ($) | Transfer Benefits ($) | Housing Payment ($) | Dividend Equivalents ($) | Immigration and tax preparation services ($) | Severance ($) | Foreign Allowances ($) | Total ($) | | Simonelli | 4,788 | 566,388 | 16,553 | | | 1,269,761 | 16,483 | | | 1,873,973 | | Moghal | 3,895 | 15,173 | 9,905 | 7,018 | 21,322 | 81,048 | 2,777 | | 104,524 | 245,663 | | Borras | 4,644 | 200,790 | | | | 567,158 | | | | 772,593 | | Gatti | 4,309 | 115,524 | 30,000 | | | 16,964 | | | | 166,798 | | Magno | 3,112 | 142,131 | 6,965 | | 112,778 | 37,589 | 11,032 | | | 313,608 | | Buese | 798 | 141,923 | | | | 97,317 | | 1,003,846 | | 1,243,884 | | Ramaswamy | 3,711 | 196,788 | 13,433 | | | 142,074 | | | | 356,006 |

  119. Summary Compensation Table

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

  120. Summary Compensation Table

    | Life Insurance Premiums: Described under Employee Benefits in this Proxy Statement. For Mr. Moghal, this reflects premiums paid into the United States Life Insurance program, following his transfer in September 2025. Prior to this he participated in the UK Life Insurance program. |

  121. 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. |

  122. Summary Compensation Table

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

  123. Summary Compensation Table

    | Transfer Benefits: This column reflects the benefits incurred by Mr. Moghal in connection with his transfer of employment to Houston in 2025. |

  124. Summary Compensation Table

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

  125. 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 stock awards vest. |

  126. Summary Compensation Table

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

  127. Summary Compensation Table

    | Severance: This column reflects the severance payments made to Ms. Buese as described in the Payments Upon Change in Control or Termination section. The severance payments consist of 12 months Base Salary equal to $1,000,000, 12 months of outplacement services equal to $35,000 and $3,846 in pay in lieu of notice. |

  128. Summary Compensation Table

    | Foreign allowances: With respect to Mr. Moghal this column reflects the cost of a Company provided company car allowance, a flex cash allowance and a holiday cash allowance as provided to senior executives as part of the UK compensation package. |

  129. Summary Compensation Table

    | (6) The salary amount for Ms. Buese represents the salary earned prior to her termination date ($176,923) plus the consulting fees Ms. Buese earned prior to her ultimate departure on April 30, 2025 ($435,714). |

  130. Summary Compensation Table

    | | 57 |

  131. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 This table discloses the number of PSUs and RSUs granted during 2025 and the grant date fair value of these awards. It also sets forth potential future payouts under the Company’s non-equity incentive plans.

  132. Grants of Plan-Based Awards in 2025

    | | | | 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 ($) | | Name | Grant Date | Award Type | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Lorenzo Simonelli | N/A | STI | 1,071,875 | 3,062,500 | 6,125,000 | | | | | | | | 1/30/2025 | PSU | | | | — | 171,524 | 385,929 | | 8,210,854 | | | 1/30/2025 | RSU | | | | | | | 114,349 | 5,099,965 | | Ahmed Moghal | N/A | STI | 280,000 | 800,000 | 1,600,000 | | | | | | | | 1/30/2025 | PSU | | | | — | 9,470 | 21,308 | | 453,329 | | | 1/30/2025 | RSU | | | | | | | 9,470 | 422,362 | | | 2/24/2025 | PSU | | | | — | 24,148 | 54,333 | | 1,175,283 | | | 2/24/2025 | RSU | | | | | | | 24,148 | 1,077,484 | | Maria Claudia Borras | N/A | STI | 339,500 | 970,000 | 1,940,000 | | | | | | | | 1/30/2025 | PSU | | | | — | 33,632 | 75,672 | | 1,609,964 | | | 1/30/2025 | RSU | | | | | | | 33,632 | 1,499,987 | | Amerino Gatti | N/A | STI | 315,000 | 900,000 | 1,800,000 | | | | | | | | 1/30/2025 | PSU | | | | — | 28,026 | 63,059 | | 1,341,605 | | | 1/30/2025 | RSU | | | | | | | 28,026 | 1,249,960 | | Georgia Magno | N/A | STI | 245,000 | 700,000 | 1,400,000 | | | | | | | | 1/30/2025 | PSU | | | | — | 16,816 | 37,836 | | 804,982 | | | 1/30/2025 | RSU | | | | | | | 16,816 | 749,994 | | Nancy Buese | N/A | STI | 350,000 | 1,000,000 | 2,000,000 | | | | | | | | 1/30/2025 | PSU | | | | — | 39,237 | 88,283 | | 1,878,275 | | | 1/30/2025 | RSU | | | | | | | 39,237 | 1,749,970 | | | | PSU | | | | | 1,612 | 3,627 | | 110,744(4) | | | | PSU | | | | | 1,698 | 3,821 | | 110,625(4) | | | | RSU | | | | | | | 8,344 | 372,309(4) | | Ganesh Ramaswamy | N/A | STI | 325,500 | 930,000 | 1,860,000 | | | | | | | | 1/30/2025 | PSU | | | | — | 33,632 | 75,672 | | 1,609,964 | | | 1/30/2025 | RSU | | | | | | | 33,632 | 1,499,987 |

  133. Grants of Plan-Based Awards in 2025

    | (1) Amounts represent potential payouts for the fiscal year 2025 performance year under the short-term incentive plan. If threshold levels of performance are not met, then the payout can be zero. |

  134. Grants of Plan-Based Awards in 2025

    | (2) Amounts represent grants of PSUs made in 2025. 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. |

  135. Grants of Plan-Based Awards in 2025

    | (3) Amounts shown represent the number of RSUs granted in 2025. 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. |

  136. Grants of Plan-Based Awards in 2025

    | (4) As described in the Payments Upon Change in Control or Termination section later in this Proxy Statement, the Company agreed to modify the treatment of Ms. Buese’s outstanding 2023 and 2024 stock awards following her termination of employment on February 24, 2025. Under the terms of her awards, the vesting would have been prorated based on service through the termination date; however, the Company agreed to use March 31, 2025 as the service date for purposes of calculating the prorated vesting. Ms. Buese continued to provide services to the Company as an advisor through April 30, 2025. Accordingly, these amounts reflect the incremental fair value resulting from this modification, computed as of the modification date in accordance with FASB ASC Topic 718. |

  137. Outstanding Equity Awards at 2025 Fiscal Year End

    Outstanding Equity Awards at 2025 Fiscal Year End The following table shows outstanding stock option awards classified as exercisable and unexercisable as of December 31, 2025 for the NEOs. The table also shows unvested and unearned stock awards assuming a market value of $45.54 per share (the closing market price of the Company’s Common Stock on December 31, 2025, the last trading day of 2025). Mr. Ramaswamy’s outstanding equity lapsed on the date of his voluntary resignation, he is therefore excluded from the table.

  138. Outstanding Equity Awards at 2025 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 | | | | | | | 1/24/2023 | | | | | 50,857(3) | 2,316,028 | | | | | 1/24/2023 | | | | | | | 459,826(4) | 20,940,476 | | | 2/1/2024 | | | | | 111,771(3) | 5,090,051 | | | | | 2/1/2024 | | | | | | | 251,484(5) | 11,452,581 | | | 1/30/2025 | | | | | 114,349(3) | 5,207,453 | | | | | 1/30/2025 | | | | | | | 171,524(6) | 7,811,203 | | Ahmed Moghal | 7/31/2017 | 7,050 | | 36.89 | 7/31/2027 | | | | | | | 1/22/2018 | 7,992 | | 35.55 | 1/22/2028 | | | | | | | 1/23/2019 | 6,913 | | 22.98 | 1/23/2029 | | | | | | | 1/24/2023 | | | | | 3,843(3) | 175,010 | | | | | 1/24/2023 | | | | | | | 23,162(4) | 1,054,797 | | | 2/1/2024 | | | | | 8,750(3) | 398,475 | | | | | 2/1/2024 | | | | | | | 13,125(5) | 597,713 | | | 1/30/2025 | | | | | 9,470(3) | 431,264 | | | | | 1/30/2025 | | | | | | | 9,470(6) | 431,264 | | | 2/24/2025 | | | | | 24,148(3) | 1,099,700 | | | | | 2/24/2025 | | | | | | | 24,148(6) | 1,099,700 | | Maria Claudia Borras | 1/22/2018 | 55,506 | | 35.55 | 1/22/2028 | | | | | | | 1/24/2023 | | | | | 16,584(3) | 755,235 | | | | | 1/24/2023 | | | | | | | 99,962(4) | 4,552,269 | | | 2/1/2024 | | | | | 34,928(3) | 1,590,621 | | | | | 2/1/2024 | | | | | | | 52,392(5) | 2,385,932 | | | 1/30/2025 | | | | | 33,632(3) | 1,531,601 | | | | | 1/30/2025 | | | | | | | 33,632(6) | 1,531,601 | | Amerino Gatti | 9/3/2024 | | | | | 19,614(3) | 893,222 | | | | | 1/30/2025 | | | | | 28,026(3) | 1,276,304 | | | | | 1/30/2025 | | | | | | | 28,026(6) | 1,276,304 |

  139. Outstanding Equity Awards at 2025 Fiscal Year End

    | | 59 |

  140. Outstanding Equity Awards at 2025 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 | | | | | | | 1/24/2023 | | | | | 2,654(3) | 120,863 | | | | | 1/24/2023 | | | | | | | 10,665(4) | 485,684 | | | 2/1/2024 | | | | | 16,816(3) | 765,801 | | | | | 2/1/2024 | | | | | | | 20,957(5) | 954,382 | | | 1/30/2025 | | | | | 2,654(3) | 120,863 | | | | | 1/30/2025 | | | | | | | 16,816(6) | 765,801 | | Nancy Buese | 1/24/2023 | | | | | | | 84,225(4) | 3,835,607 | | | 2/1/2024 | | | | | | | 22,072(5) | 1,005,159 |

  141. Outstanding Equity Awards at 2025 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. |

  142. Outstanding Equity Awards at 2025 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. |

  143. Outstanding Equity Awards at 2025 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. |

  144. Outstanding Equity Awards at 2025 Fiscal Year End

    | (4) Reflects the achievement of performance and service conditions of 200.93% for the three-year FCF and ROIC PSUs which vested in January 2026. |

  145. Outstanding Equity Awards at 2025 Fiscal Year End

    | (5) 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. |

  146. Outstanding Equity Awards at 2025 Fiscal Year End

    | (6) Reflects the target number of three-year PSUs which are scheduled to vest in January 2028, subject to the achievement of performance and service conditions. |

  147. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested The following table sets forth certain information regarding stock awards vested during 2025 for the NEOs.

  148. 2025 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 | 353,218 | 7,593,445 | 553,450 | 23,477,490 | | Ahmed Moghal | | | 36,210 | 1,545,717 | | Maria Claudia Borras | 55,947 | 598,677 | 248,949 | 10,728,018 | | Amerino Gatti | | | 9,806 | 441,270 | | Georgia Magno | | | 20,491 | 904,629 | | Nancy Buese | | | 64,780 | 2,948,328 | | Ganesh Ramaswamy | | | 94,707 | 4,340,827 |

  149. 2025 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. |

  150. 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.

  151. 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 | 6,940,984 | — | | Ahmed Moghal | Baker Hughes UK Pension Plan | 17 | 838,600 | — | | Maria Claudia Borras | Baker Hughes Supplementary Pension Plan | 4 | 414,708 | — | | Maria Claudia Borras | Baker Hughes Company Pension Plan | 2 | 24,794 | — |

  152. 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. For Mr. Moghal, this reflects 17 years of service under the Baker Hughes UK Pension Plan. Both The Baker Hughes Supplementary Pension Plan and Baker Hughes UK Pension Plan are currently frozen and no further years of service will be credited under the plan. The years of credited service for Messrs. Simonelli and Moghal and Ms. Borras reflect 1.5 years of service to Baker Hughes and 22.5, 15.4 and 2.3 years of service, respectively, to GE prior to July 2017. |

  153. 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 on Form 10-K for the year ended December 31, 2025 under Item 8. |

  154. Pension Benefits

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

  155. 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.

  156. 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 | — | 534,888 | 488,571 | — | 3,659,549 | | Ahmed Moghal (3) | SRP | — | — | — | — | — | | Maria Claudia Borras | SRP | — | 169,290 | 35,805 | — | 1,010,919 | | Amerino Gatti | SRP | 180,000 | 84,024 | 30,671 | — | 294,696 | | Georgia Magno | SRP | — | 110,631 | 2,760 | — | 113,391 | | Nancy Buese | SRP | — | 110,423 | 11,818 | — | 210,089 | | Ganesh Ramaswamy | SRP | — | 165,288 | 12,257 | — | 232,506 |

  157. 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. |

  158. 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. |

  159. Nonqualified Deferred Compensation

    | (3) Mr. Moghal became an SRP participant in 2026. |

  160. Nonqualified Deferred Compensation

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

  161. 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, 2025.

  162. Potential Payments Upon Change in Control or Termination

    | | 61 |

  163. 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, 2025, 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 $45.54 on Nasdaq on December 31, 2025, the last trading day of 2025. Our NEOs do not have contractual entitlements to benefits for triggering events not listed in the table.

  164. Potential Payments Upon Termination or a Change in Control

    | | Lorenzo Simonelli ($) | Ahmed Moghal ($) | Maria Claudia Borras ($) | Amerino Gatti ($) | Georgia Magno ($) | Nancy Buese ($) | | Payments in the Event of a Change in Control and Termination of Employment With Good Reason or by the Company Without Cause | | | | | | | | Severance Payment | 12,031,250 | 3,200,000 | 3,880,000 | 3,600,000 | 2,800,000 | — | | Short-Term Incentive Plan Bonus | 3,062,500 | 800,000 | 970,000 | 900,000 | 700,000 | — | | Outplacement Services | 35,000 | 35,000 | 35,000 | 35,000 | 35,000 | — | | Continuation of Health and Life Insurance Benefits | 32,310 | 5,731 | 53,329 | 52,608 | 21,380 | — | | Interest Paid for Section 409A Six-Month Delay | 437,806 | 116,763 | 141,554 | 131,425 | 102,363 | — | | Accelerated Vesting of RSUs / PSUs (1) | 31,877,317 | 2,033,725 | 7,794,991 | 3,445,830 | 3,243,131 | — | | Dividend Equivalents (2) | 1,031,509 | 65,686 | 257,689 | 73,732 | 99,158 | — | | Supplemental Retirement Plan (3) | — | — | — | 41,685 | — | — | | TOTAL | 48,507,692 | 6,256,905 | 13,132,563 | 8,280,280 | 7,001,032 | — | | Payments upon a Change in Control Without Termination of Employment | | | | | | | | Supplemental Retirement Plan (3) | — | — | — | 41,685 | — | — | | TOTAL | — | — | — | 41,685 | — | — | | Payments upon Disability | | | | | | | | Short-Term Incentive Plan Bonus | 3,062,500 | 800,000 | 970,000 | 900,000 | 700,000 | — | | Accelerated Vesting of RSUs / PSUs (4) | 18,858,660 | 1,171,198 | 4,731,788 | 893,222 | 1,711,530 | — | | Dividend Equivalents (2) | 768,506 | 48,261 | 195,807 | 22,164 | 68,216 | — | | Supplemental Retirement Plan (3) | — | — | — | 41,685 | — | — | | TOTAL | 22,689,666 | 2,019,459 | 5,897,595 | 1,857,071 | 2,479,746 | — | | Payments upon Death | | | | | | | | Short-Term Incentive Plan Bonus | 3,062,500 | 800,000 | 970,000 | 900,000 | 700,000 | — | | Accelerated Vesting of RSUs / PSUs (5) | 31,877,317 | 2,033,725 | 7,794,991 | 3,445,830 | 3,243,131 | — | | Dividend Equivalents (2) | 1,031,509 | 65,686 | 257,689 | 73,732 | 99,158 | — | | Supplemental Retirement Plan (3) | — | — | — | 41,685 | — | — | | TOTAL | 35,971,326 | 2,899,411 | 9,022,680 | 4,461,247 | 4,042,289 | — | | Payments upon Involuntary Termination of Employment Not in Connection with a Change in Control | | | | | | | | Severance Payment (7) | 9,499,800 | 800,000 | 970,000 | 900,000 | 700,000 | 1,003,846 | | Short-Term Incentive Plan Bonus | 3,062,500 | 800,000 | 970,000 | 900,000 | 700,000 | — | | Outplacement Services | 35,000 | 35,000 | 35,000 | 35,000 | 35,000 | 35,000 | | Continuation of Health and Life Insurance Benefits | 3,231 | 716 | 6,666 | 6,576 | 2,673 | 2,320 | | Accelerated Vesting of RSUs / PSUs (6) | 12,820,598 | 806,602 | 3,274,832 | 372,176 | 1,133,765 | 6,358,169 | | Dividend Equivalents (2) | 534,049 | 34,087 | 139,140 | 9,235 | 45,830 | 241,643 | | Advisory Services | — | — | — | — | — | 435,714 | | TOTAL | 25,955,178 | 2,476,405 | 5,395,638 | 2,222,987 | 2,617,268 | 8,076,692 |

  165. Potential Payments Upon Termination or a Change in Control

    | | 65 |

  166. 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.

  167. 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. |

  168. 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. |

  169. Potential Payments Upon Termination or a Change in Control

    | (3) Mr. Gatti joined the SRP in 2024 and holds unvested funds in the plan which would vest as a result of the events indicated in the table. |

  170. Potential Payments Upon Termination or a Change in Control

    | (4) 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. |

  171. Potential Payments Upon Termination or a Change in Control

    | (5) 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. |

  172. Potential Payments Upon Termination or a Change in Control

    | (6) All outstanding RSUs that have been held for at least one year would have become 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. |

  173. Potential Payments Upon Termination or a Change in Control

    | (7) Ms. Buese’s termination payment comprises of 12 months’ salary and $3,846 pay in lieu of notice. |

  174. 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, 2025. 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, 2025, 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 Mr. Gatti. As of December 31, 2025, all of our NEOs with the exception of Mr. Gatti, 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.

  175. 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 2025 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 2025. The median employee identified for the 2023 fiscal year pay ratio calculations had similar and consistent compensation during fiscal year 2025; therefore, the same median employee used for the fiscal year 2023 pay ratio calculations was used for the fiscal year 2025 pay ratio calculation, as permitted by the Pay Ratio Rule. We have estimated the median of the 2025 annual total compensation of our employees, excluding our CEO, to be $68,720. The 2025 annualized total compensation of our Chairman, CEO and President, Lorenzo Simonelli, was $21,363,825. The ratio of the annualized total compensation of Mr. Simonelli to the estimated median of the annual total compensation of our employees was 310 to 1. We believe this pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules.

  176. Pay versus Performance

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

  177. Pay versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: (3) | | | | | Year (1) | Summary Compensation Table Total PEO | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non- PEO NEOs | Average Compensation Actually Paid to Non-PEO NEOs (2) | Baker Hughes TSR | OSX Index TSR | Net Income (Loss) $MM | Adjusted EBITDA (4) $MM | | 2025 | $21,363,825 | $33,415,063 | $4,933,143 | $2,459,788 | $248 | $165 | $2,588 | $4,820 | | 2024 | $19,897,221 | $43,208,733 | $5,012,487 | $8,757,543 | $219 | $164 | $2,979 | $4,591 | | 2023 | $22,186,164 | $28,115,147 | $5,292,423 | $5,564,396 | $178 | $189 | $1,943 | $3,763 | | 2022 | $16,091,588 | $14,511,432 | $6,533,381 | $5,987,467 | $150 | $189 | $(601) | $2,981 | | 2021 | $15,646,452 | $21,790,884 | $5,751,387 | $7,226,540 | $119 | $119 | $(219) | $2,681 |

  178. Pay versus Performance

    | (1) For fiscal years 2025, 2024, 2023, 2022 and 2021, Mr. Simonelli was the PEO for the Company. |

  179. Pay versus Performance

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

  180. Pay versus Performance

    | (3) The Company calculates TSR with a base investment of $100 in a manner consistent with the stock performance graph disclosure requirements under Item 201(e) of Regulation S-K and is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31 of each 2025, 2024, 2023, 2022 and 2021, respectively. The peer group used for comparison for each of the fiscal years 2025, 2024, 2023, 2022 and 2021 is the Philadelphia Oil Service (“OSX”) Index. |

  181. Pay versus Performance

    | (4) We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2025. 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. |

  182. Pay versus Performance

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

  183. 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 | | 2025 | 21,363,825 | 911,327 | — | 13,310,819 | 13,843,791 | 3,431,639 | — | 8,997,953 | — | — | 33,415,063 | | 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 |

  184. Pay versus Performance

    *“EOY” = End of Year, “BOY” = Beginning of Year

  185. Pay versus Performance

    | | 67 |

  186. Pay versus Performance

    The Average Other NEOs Summary Compensation Table to CAP reconciliation is summarized in the following table:

  187. 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 | | 2025 (1) | 4,933,143 | 38,047 | — | 2,952,804 | 1,615,144 | 274,199 | 86,076 | 892,479 | (2,350,402) | — | 2,459,788 | | 2024 (2) | 5,012,487 | 514 | — | 2,625,312 | 4,416,916 | 1,390,290 | — | 563,677 | — | — | 8,757,543 | | 2023 (3) | 5,292,423 | 43,117 | — | 2,641,397 | 2,765,060 | 360,489 | — | 248,028 | (417,089) | — | 5,564,396 | | 2022 (4) | 6,533,381 | — | — | 4,542,718 | 4,004,019 | 104,392 | — | (111,607) | — | — | 5,987,467 | | 2021 (5) | 5,751,387 | — | — | 2,678,371 | 3,247,540 | 540,265 | — | 365,719 | — | — | 7,226,540 |

  188. Pay versus Performance

    | (1) The average CAP for 2025 comprised of compensation for Mr. Moghal, Ms. Borras, Mr. Gatti, Ms. Magno, Ms. Buese and Mr. Ramaswamy. |

  189. Pay versus Performance

    | (2) The average CAP for 2024 comprised of compensation for Ms. Buese, Ms. Borras, Mr. Ramaswamy, and Ms. Magno. |

  190. Pay versus Performance

    | (3) The average CAP for 2023 comprised of compensation for Ms. Buese, Ms. Borras, Mr. Ramaswamy, Mr. Apostolides, Mr. Christie, and Ms. Jones. |

  191. Pay versus Performance

    | (4) The average CAP for 2022 comprised of compensation for Mr. Worrell, Ms. Buese, Ms. Borras, Mr. Christie, and Mr. Saunders. |

  192. Pay versus Performance

    | (5) The average CAP for 2021 comprised of compensation for Mr. Worrell, Ms. Borras, Mr. Christie, and Mr. Saunders. |

  193. 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.

  194. Pay versus Performance

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

  195. 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.

  196. Pay versus Performance CAP Comparisons

    | | 69 |

  197. Compensation and Governance Best Practices

    | • | Limit on Non-Employee Director Compensation. The 2026 LTIP contains an annual limit on total compensation paid and granted to each non-employee director; |