UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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ý Definitive Proxy Statement
¨ Definitive Additional Materials
¨ Soliciting Material Pursuant to §240.14a-12
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BAKER HUGHES COMPANY
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
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Letter to our shareholders
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On behalf of the Board of Directors and the leadership of Baker Hughes Company, I want to thank you for your investment. It is my privilege to serve as Chairman and Chief Executive Officer, and I appreciate the responsibility and trust placed in me to help shape this great Company for continued success in the future.
2020 was an incredibly challenging year for Baker Hughes and the entire global community. Despite the challenges of the pandemic-induced downturn, Baker Hughes protected our employees' health and welfare while delivering operationally and commercially. We did so by improving our core competitiveness while aligning our long-term strategy with some of the most powerful digital, operational, human capital, and governance drivers. Some examples of our strategy in action include:
Our remote operations and automation technologies were essential to customers who needed to work remotely to keep facilities operating safely and find new efficiencies to cope with battered commodity prices and disrupted global trading patterns.
We executed strategic expansions in adjacent industrial markets and high growth segments such as non-metallic products, chemicals and artificial intelligence.
We made progress toward our 2050 net-zero emissions goal while deploying lower-carbon solutions for customers and making strategic long-term advancements in carbon capture, hydrogen, and energy storage.
We believe that the increasing pressure the world’s growing population is putting on our planet’s resources, including the increasing need for low to zero-carbon energy solutions, will be an even more powerful driver of our business going forward. We are uniquely suited to help our customers solve the dual challenge of the world's increasing energy demands while also reducing emissions responsibly. As an energy technology company, this is the core of our mission – to deliver the highest efficiency solutions today and advance the path towards energy and industrial decarbonization.

We will support this path through clear execution on our strategy, driving financial performance, creating a diverse workforce and collaborative culture, and continuously improving our HSE and compliance drivers.

There is no path to net-zero without partnership and collaboration. Our business was built on partnership and service. Today, we know this matters more than ever. We believe it will take energy producers, technology and service providers, energy buyers, policymakers, and the community at large working closely together to achieve our collective ambitions. We ask for your voting support for the items described in this proxy statement so we can continue this important work.

I cannot thank our employees enough for their hard work and dedication to achieve our goals and move the company forward during what has been a challenging year for everyone. Again, thank you to all of our shareholders for your support through a year like no other.
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Lorenzo Simonelli
Chairman, President and
Chief Executive Officer


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Notice of 2021 Annual Meeting
of Shareholders
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When:
May 14, 2021
9:00 a.m. CDT *
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Virtual Meeting Access:
To attend, register by May 11, 2021 at 5:00 p.m. EDT at
www.proxydocs.com/bakerhughes

How to vote in advance
Even if you plan to attend the meeting via live webcast, we urge you to vote in advance using one of these voting methods:
Agenda
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Registered holders
1-855-658-0965
Beneficial holders
Follow instructions provided by your broker, bank or other nominee
Proposal 1
The election of directors
Proposal 2
An advisory vote related to the Company’s executive compensation program
Proposal 3
The ratification of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2021
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Registered holders
www.proxypush.com/bakerhughes
Beneficial holders
Follow instructions provided by your broker, bank, or other nominee
Proposal 4 Approval of the Amendment and Restatement to the Baker Hughes Company Employee Stock Purchase Plan
Proposal 5 Approval of the Baker Hughes Company 2021 Long-Term Incentive Plan
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Mail your signed proxy card or voting instruction to the address listed on the envelope
Such other business as may properly come before the meeting and any reconvened meeting after an adjournment thereof
Record date
The Board of Directors of Baker Hughes Company (the “Company,” “Baker Hughes,” “we,” “us” or “our”) has fixed March 18, 2021 as the record date for determining the shareholders of the Company entitled to notice of, and to vote at the meeting and any reconvened meeting after an adjournment thereof, and only holders of Class A Common Stock and Class B Common Stock of the Company (collectively, the "Common Stock") of record at the close of business on that date will be entitled to notice of, and to vote at the meeting and any reconvened meeting after an adjournment.
Proxy voting
You are invited to attend the meeting via live webcast. Whether or not you plan to attend the live webcast, we urge you to promptly vote your shares by telephone, by the Internet or, if this proxy statement (“Proxy Statement”) was mailed to you, by completing, signing, dating and returning it as soon as possible in the enclosed postage prepaid envelope in order that your vote may be cast at the Annual Meeting of the Shareholders (the “Annual Meeting”). You may revoke your proxy any time prior to its exercise, and you may vote at the live webcast, even if you have previously returned your proxy.
By order of the Board of Directors,
Who can vote:
Holders of Baker Hughes Class A Common Stock and Class B Common Stock at the close of business on March 18, 2021

Virtual Meeting Access:
To attend, register by May 11, 2021 at 5:00 p.m. EDT at www.proxydocs.com/ bakerhughes
Date of mailing
A Notice of Internet Availability of Proxy Materials will be mailed on or about April 2, 2021
Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on May 14, 2021
Baker Hughes 2021 Proxy Statement and 2020 Annual Report are available on the Internet:
Registered holders
www.proxydocs.com/bakerhughes
Beneficial holders
Follow instructions provided by your broker, bank, or other nominee
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Lee Whitley
Vice President and Corporate Secretary
Houston, Texas, March 29, 2021
* It is possible that an adjournment or postponement may be necessary due to a national emergency that makes us unable to hold the meeting on the date as planned.
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Table of contents
Shareholder Engagement
Compensation Decisions for 2021
Proposal No. 4 Approval of the Amendment and Restatement to the Baker Hughes Company Employee Stock Purchase Plan
Proposal No. 5 Approval of the Baker Hughes Company 2021 Long-Term Incentive Plan
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on May 14, 2021
Shareholder Proposals
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Proxy statement summary
This Proxy Statement Summary highlights information contained elsewhere in this Proxy Statement, which is first being made available to shareholders on or about April 2, 2021. This summary does not contain all of the information you should consider, and you should read the entire Proxy Statement carefully before voting.
2021 Annual Meeting information
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When:
Friday, May 14, 2021
9:00 a.m. CDT*
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Virtual Meeting Access:
To attend, register by May 11, 2021
by 5:00 p.m. EDT at
www.proxydocs.com/bakerhughes

Virtual Meeting
Due to continued concerns around the spread of COVID-19, and after careful consideration, the Board has determined that the 2021 Annual Meeting will be a completely virtual meeting. The Annual Meeting will be conducted only via live webcast. You will have the sames rights and opportunities to participate as you would have at a physical meeting. You may attend the meeting, vote your shares and submit questions electronically during the live webcast by visiting www.proxydocs.com/bakerhughes.
To participate in the Annual Meeting, you will need to register prior to the deadline of 5:00 p.m. EDT on May 11, 2021. Upon completing your registration, you will receive further instructions via email one hour prior to the start of the Annual Meeting, including your unique link that will allow you access to the Annual Meeting. You will have the ability to submit questions during the registration process and fifteen minutes prior to and during the Annual Meeting. We look forward to answering your questions during the meeting. All questions must comply with the rules of conduct, which will be posted on the virtual meeting website.
Technical assistance will be available one hour prior to and during the Annual Meeting. Information related to technical assistance will be provided in the email with the sign-in instructions.

Matters to be voted upon
How to vote in advance
No.
Proposal
Board
Recommendation
Page Reference
(For More Detail)
Even if you plan to attend the meeting via live webcast, we urge you to vote in advance using one of these voting methods
1
The election of directors
FOR each nominee
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Registered holders
1-855-658-0965
Beneficial holders
Follow instructions provided by your broker, bank, or other nominee
2
An advisory vote related to the Company’s executive compensation program
FOR
3
The ratification of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2021
FOR
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Registered holders
www.proxypush.com/bakerhughes
Beneficial holders
Follow instructions provided by your broker, bank, or other nominee
4 Approval of the Amendment and Restatement to the Baker Hughes Company Employee Stock Purchase Plan
FOR
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Mail your signed proxy card or voting instruction to the address listed on the envelope
5 Approval of the Baker Hughes Company 2021 Long-Term Incentive Plan
FOR
* It is possible that an adjournment or postponement may be necessary due to a national emergency that makes us unable to hold the meeting on the date as planned.
Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be held on May 14, 2021
Baker Hughes' 2021 Proxy Statement and 2020 Annual Report are available for registered holders at www.proxydocs.com/bakerhughes and beneficial holders should follow the instructions provided by their broker, bank, or other nominee.
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Proxy Statement Summary
2020 business highlights
Performance $20.7B $518M ∼45%
in revenue in free cash flow* of revenue is more industrial in nature
Technology and Innovation $595M 3,066 73%
in research and development patents awarded of drilling jobs completed remotely
Responsibility AA 31% 200
MSCI ESG Rating
reduction in CO2 emissions**
Perfect HSE Days ***
*     Free cash flow is a non-GAAP measure. A reconciliation of GAAP to non-GAAP measures is included in the Proxy Statement in Annex A
** 2019 full year performance versus 2012 baseline
*** A Perfect HSE Day is a day without injury, vehicle accidents, or harm to the environment

Purpose: We take energy forward - making it safer, cleaner, and more efficient for people and the planet.
Guided by our purpose, and mindful of our shareholders, customers, communities, and others whose trust we value, we take responsibility for the energy we bring. Our commitment to people, planet, and principles is embedded at every level within the Company, and oversight rests with the Board of Directors.
We view sustainability as a key part of our business strategy, as we believe that operating Baker Hughes responsibly and providing products and services that help our customers achieve their sustainability goals provides us opportunities to grow our business; increase customer collaboration; attract, retain, and motivate employees; and differentiate us from our competitors. We have a solid strategy to guide us, which focuses on these three key areas:
1. Transform our core: Over the past two years, we have been transforming our core product companies by improving our core competitiveness – including improving segment margins and free cash flow, while also adjusting our portfolio to focus on higher return businesses. By focusing on our leading, innovative technology, execution excellence, and cost competitiveness, our core business will continue to deliver high value returns and strengthen our position as an energy technology leader.
2. Invest for growth: As we build a more diversified energy and industrial business with energy technology at its core, we believe we are well positioned to more aggressively pursue growth in industrial sectors, including energy, where we see more resilience and better operating performance. We are also investing for growth in areas where we see high returns and can expand our leading positions, including in non-metallics and industrial asset management. We will leverage our existing strengths, portfolio, and technology positions to provide solutions to serve these growth sectors.
3. Position for new frontiers: As the energy landscape continues to change, we are evaluating the key growth areas associated with energy transition and where Baker Hughes can capitalize on these opportunities. We will pursue strategic bets that leverage our core competencies and expertise today and where we believe we can achieve a differentiated position in the future.

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2021 Proxy Statement

Proxy Statement Summary
Our responsibility
We view environmental, social, and governance (ESG) performance as a key lever to transform our Company and our industry.
People
Diversity, Equity, and Inclusion: We view diversity as a key driver for a competitive edge and to lead the energy transition. We believe this starts at the top through a diverse slate of directors and our executive leadership team. We are taking steps to broaden and modernize our human resources and talent management programs. In 2020, we launched our first global internal inclusion survey to help us strengthen our culture of inclusion and inform key elements of our 2021 diversity, equity, and inclusion strategy.
We have also increased our focus on expanding membership in our employee resource groups as these groups can have a powerful influence on building awareness, change, and community, and can give a voice to groups who may otherwise be unheard, and help elevate conversation around key issues.
Charitable Work: We drive sustainable benefits in communities where we do business through shareholder engagement, community service, and charitable contributions. We are connecting globally and locally in new ways to drive scale and speed on solutions to humanity’s biggest challenges. Our community outreach programs are aligned with our material impact areas of climate, education and workforce development, and health and safety. We contribute in a variety of ways, including The Baker Hughes Foundation, direct corporate contributions, in-kind donations of goods and services, employee contributions, and volunteer hours.
Planet
Getting to Zero: Through our long-term commitment of achieving net-zero CO2 emissions by 2050, we are establishing a leadership role in low carbon technology. By improving our own operations, partnering closely with our customers and industry stakeholders, and harnessing our technological expertise, we will be positioned to help shape the future of the energy industry. We have since made progress toward that goal, reducing our direct carbon emissions by 31% compared to our 2012 baseline. We are also a signatory of the Methane Guiding Principles that commit us to reduce methane emissions, and we have worked diligently on improving other areas of our environmental performance, including water conservation, waste reduction, and protecting biodiversity.
Principles
Protecting people and the environment: Health, Safety, and the Environment (“HSE”) is part of everything we make and do, and our employees are empowered to own exceptional HSE performance to make every day a Perfect HSE Day. A Perfect HSE Day is a day without injury, vehicle accidents, or harm to the environment. We achieved 200 Perfect HSE days in 2020, which is a 25% improvement versus 2019.
Culture of Compliance: We foster a culture of compliance through sound governance, effective policies and guidelines, and open channels of reporting. Our best-in-class global ethics and compliance program is designed to prevent, detect, and appropriately respond in a timely fashion to any potential violations of law, our Code of Conduct, and other Company policies and procedures.
Building on a Strong Foundation: In 2020, Baker Hughes reinforced its commitment to transparency and corporate responsibility by reconfirming its participation in the United Nations Global Compact initiative, a voluntary leadership platform for the development, implementation, and disclosure of responsible business practices.
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Proxy Statement Summary
Director nominee highlights
The nine director nominees, if elected, will serve a one year term expiring at the 2022 Annual Meeting. Our priority is to bring together areas of expertise for the benefit of the Company and long-term shareholder value. Baker Hughes practices strong governance principles and is dedicated to continuously improving the Company. 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 oil and gas-related industries. More information about our director nominees may be found under “Proposal No. 1 - Election of Directors.”
Committee Memberships
Name, Primary Occupation
Age
Director Since
AC
CC
GCR
CNF
Independent
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W. Geoffrey Beattie *
Chief Executive Officer
Generation Capital
61 2017
l
l
Yes
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Gregory D. Brenneman
Executive Chairman
CCMP Capital Advisors, LLC
59 2017
¤
l
l
Yes
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Cynthia B. Carroll
Former Chief Executive Officer
Anglo American plc
64 2020 l l
Yes
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Clarence P. Cazalot, Jr.
Former Executive Chairman, President and CEO
Marathon Oil Corporation
70 2017
l
l
¤
Yes
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Nelda J. Connors
Chief Executive Officer
Pine Grove Holdings, LLC
55
2020
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Yes
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Gregory L. Ebel
Chairman, Enbridge
56 2019
¤
l
Yes
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Lynn L. Elsenhans
Former Executive Chairman, President and CEO
Sunoco, Inc.
64 2017
l
¤
l
Yes
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John G. Rice
Former Chairman
GE Gas Power
64 2017
N/A
N/A
N/A N/A
No
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Lorenzo Simonelli
Chairman, President and CEO
Baker Hughes Company
47 2017
N/A
N/A
N/A
N/A
No
l Member ¤ Chair
* Lead Director
AC Audit Committee    CC Compensation Committee    GCR Governance & Corporate Responsibility Committee
CNF Conflicts Committee (a sub-committee of the GCR)
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2021 Proxy Statement

Proxy Statement Summary
Compensation highlights
Our executive compensation program is designed to attract, motivate, and retain our executives, including our named executive officers (each a “NEO”), who are critical to our long-term success. The program is designed to align with three core principles:
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Align executive and
shareholder interests
Provide a significant portion of total compensation that is performance-based and at risk
Attract and retain
talented executives
2020 target total direct compensation
Our executive compensation program emphasizes performance-based compensation tied to increases in Baker Hughes stock price and drives strategic imperatives. Approximately 89% of Mr. Simonelli’s target total compensation is performance-based and at risk, while the other NEOs have an average of 80% performance-based and at risk compensation.
Our NEOs’ target compensation for 2020 consisted of the components described below:
CEO Other NEOs
11%
Base Salary
Purpose

20%
16% Fixed cash income to retain and attract highly marketable executives in a
competitive market for executive talent
20%
73%
Performance-Based Short-Term Incentive
Purpose
Annual cash incentive program designed to motivate our executives to achieve annual
financial goals and other business objectives and reward them accordingly
60%
Metrics
Revenue, Operating Income, Free Cash Flow, and Strategic Priorities
Long-Term Incentive
Purpose
Annual equity incentive awards designed to further align the interests of our executives with those of our shareholders by facilitating significant ownership of Baker Hughes stock by the officers
Metrics
CEO 60% (NEOs 50%) Performance Share Units - Relative TSR, Relative ROIC - 3 Year Cliff
CEO 40% (NEOs 50%) Restricted Stock Units - 3 Year Ratable
Key compensation decisions in 2020
The Company continued to reinforce market-aligned and pay for performance elements of its compensation programs.
2020 Compensation decisions
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NEO base salary remained flat for 2020 Approved payouts of 2020 annual bonuses below target Awarded annual long-term incentive grants with 50% performance share units ("PSUs") weighting and an emphasis on outperforming the market
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Proposal 1
Election of directors
The Board of Directors recommends that you vote FOR each nominee.
In analyzing director nominations, the Governance & Corporate Responsibility Committee strives to recommend candidates for director positions who will create a collective membership on the Board with varied experience and perspective and who maintain a Board that reflects diversity, including but not limited to gender, ethnicity, background, and experience. The Governance & Corporate Responsibility Committee strives to recommend candidates who demonstrate leadership and significant experience in a specific area of endeavor, 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 during the energy transition.
When analyzing whether directors and nominees have the experience, qualifications, attributes and skills to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Governance & Corporate Responsibility Committee and the Board of Directors focus on the information summarized in each of the Directors’ individual biographies set forth in this Proxy Statement as well as the director skills matrix.
All directors who are elected at the Annual Meeting will serve for a one year term expiring at the Annual Meeting expected to be held in May 2022; until his or her successor is elected and qualified; or until his or her earlier death, retirement, resignation, or removal. The proxy holders will vote FOR the nine persons listed below under “Company Nominees for Director,” unless contrary instructions are given.
If you sign your proxy card but do not give instructions with respect to the voting of directors, your shares will be voted FOR the nine persons recommended by the Board of Directors. If you wish to give specific instructions with respect to the voting of directors, you must do so with respect to the individual nominee.
Board highlights
Our director nominees exhibit an effective mix of skills, experience, diversity, and perspective.
Gender diversity
Racial/ethnic diversity
Independence
33%
3 females
(1 of whom chairs a standing committee)
11%
1 racial/ethnic minority
7 of 9
are independent
Environmental and safety
Board refreshment
Industry and operational experience
4 of 9
 directors have environmental and safety, risk and regulatory experience
3
new directors added since 2019
66%
have industry and
operational experience
Average age of director nominees
47 60 70
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2021 Proxy Statement

Proposal 1 Election of Directors
Board nominees for director
The following table sets forth each nominee director’s name, principal occupation and prior work experience, age, and year in which the nominee first became a director of the Company. Each nominee director has agreed to serve if elected.
Director nominees

W. Geoffrey Beattie     Age: 61   |   Ethnicity: Caucasian/White | Director since: 2017
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Biography:
Geoff Beattie has been the Chief Executive Officer of Generation Capital, a private investment company based in Toronto, Canada, since September 2013. He served previously as Chief Executive Officer of the Woodbridge Company Limited, a privately held investment company, and the majority shareholder of Thomson Reuters from March 1998 to December 2012, where he also served as Deputy Chairman from May 2000 to May 2013. Mr. Beattie currently serves as the Chairman of Relay Ventures, a Canadian venture capital firm.
Other Public Company Board Memberships in the Past Five Years:
•    Maple Leaf Foods (2009 – present)
•    Fiera Capital Corporation (2018 – present)
•    General Electric Company (2009 – 2019)
•    Acasta Enterprises Inc. (2015 – 2018)
Committees:
Audit (Member)
Governance & Corporate Responsibility (Member)
Skills & Qualifications:
Mr. Beattie has extensive leadership experience, investor experience and broad financial expertise, including in the area of risk management.
Gregory D. Brenneman      Age: 59   |   Ethnicity: Caucasian/White | Director since: 2017
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Biography:
Greg Brenneman has been the Executive Chairman of CCMP Capital Advisors, LLC, a private equity firm, since 2016, and Chairman and Chief Executive Officer of TurnWorks, Inc., a private equity firm, since 1994. Mr. Brenneman previously held several executive and leadership positions at CCMP Capital Advisors, including Chief Executive Officer from 2015 to 2016 and Chairman from 2008 to 2016.
Other Public Company Board Memberships in the Past Five Years:
•    The Home Depot, Inc. (2000 – present)
•    PQ Corporation (2014 – present)
•    Baker Hughes Incorporated (2014 – 2017)
•    Milacron Holdings Corp. (2012 – 2017)

Committees:
Conflicts (Member)
Compensation (Chair)
Governance & Corporate Responsibility (Member)
Skills & Qualifications:
Mr. Brenneman has extensive leadership and financial experience in public companies, including his service as a former chief executive officer and director of other public companies.





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Proposal 1 Election of Directors
Cynthia B. Carroll     Age: 64   |   Ethnicity: Caucasian/White |  Director since 2020
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Biography:
Cynthia Carroll was the Chief Executive Officer of Anglo American plc from 2007 to 2013. Ms. Carroll worked for Alcan Aluminum Corporation from 1989 to 2006, serving as the Chief Executive Officer for Primary Metal Group, Alcan's core business from 2002 to 2006 and President of the Bauxite, Alumina and Specialty Chemicals division from 1998 to 2001. She served in other various management and leadership positions from 1989 to 2001. She started her career in 1982 as a geologist working for Amoco Production Company.
Other Public Company Board Memberships in the Past Five Years:
• Glencore (February 2021 – present)
• Pembina Pipeline Corporation (2020 – present)
• Hitachi, Ltd. (2013 – present)
• Century Aluminum Company (2020 – January 2021)
• BP plc (2007 – 2017)

Committees:
Audit (Member)
Compensation (Member)


Skills & Qualifications:
Ms. Carroll has leadership experience through her role as a former chief executive officer of a global mining company and her service as a director on public company boards.
Clarence P. Cazalot, Jr.     Age: 70   |   Ethnicity: Caucasian/White | Director since: 2017
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Biography:
Clarence Cazalot was the Executive Chairman of the Board of Marathon Oil Corporation from August 2013 to December 2013. He served as the Chairman of Marathon Oil Corporation from 2011 to 2013 and as President, Chief Executive Officer, and a Director of Marathon Oil Corporation from 2002 to August 2013. He served as Vice Chairman of USX Corporation and President of Marathon Oil Company from 2000 to 2001 and worked at Texaco Inc. from 1972 to 2000 in numerous executive positions.
Other Public Company Board Memberships in the Past Five Years:
•    Enbridge, Inc. (2013 – 2019)
•    Baker Hughes Incorporated (2002 – 2017)
•    FMC Technologies (2013 – 2017)

Committees:
Conflicts (Chair)
Governance & Corporate Responsibility (Member)
Compensation (Member)
Skills & Qualifications:
Mr. Cazalot has leadership experience through his role as a former chairman of a board, chief executive officer and president of a publicly traded energy company, as well as his many years of experience in the global energy business.



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2021 Proxy Statement

Proposal 1 Election of Directors
Nelda J. Connors   Age: 55   |   Ethnicity: Black/African American | Director since 2020
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Biography:
Nelda Connors is the Chief Executive Officer of Pine Grove Holdings, LLC, a privately held investment company she founded in 2011. From 2008 through 2011, she served as President and Chief Executive Officer of Atkore International Inc., a publicly traded company that was a division of Tyco International. Prior to joining Tyco, she served as Vice President at Eaton Corporation where she held several positions in operations and general management. Prior to joining Eaton, Ms. Connors was employed in a number of executive and management capacities in the automotive industry.
Other Public Company Board Memberships in the Past Five Years:
• BorgWarner (October 2020 – present)
• Boston Scientific (2009 – present)
• Enersys (2017 – present)
• Delphi Technologies (2017 – October 2020)
• CNH Industrial (April 2020 – September 2020)
• Echo Global Logistics (2013 – February 2020)
Committees:
Audit (Member)
Compensation (Member)

Skills & Qualifications:
Ms. Connors has leadership experience through her role as a founder and chief executive officer of an independent investment firm, as well as her experience in executive and management roles at several global industrial companies and her service on other public company boards.
Gregory L. Ebel     Age: 56   |  Ethnicity: Mixed  |  Director since: 2019
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Biography:
Greg Ebel served as Chairman and CEO of Spectra Energy Corporation from January 2009 to February 2017. He was the Group Executive and Chief Financial Officer of Spectra Energy Corporation from January 2007 to January 2009, and was the President of Union Gas Limited from January 2005 until January 2007. Mr. Ebel served as the Vice President, Investor & Shareholder Relations of Duke Energy Corporation from November 2002 until January 2005.
Other Public Company Board Memberships in the Past Five Years:
• Enbridge, Inc. (2017 – present)
• The Mosaic Company (2012 – present)
• Spectra Energy Corp. (2008 – 2017)
Committees:
Audit (Chair)
Governance & Corporate Responsibility (Member)

Skills & Qualifications:
Mr. Ebel has leadership experience through his roles as a chairman of a board and former president and chief executive officer of a publicly traded energy company.

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9

Proposal 1 Election of Directors
Lynn L. Elsenhans     Age: 64   |   Ethnicity: Caucasian/White | Director since: 2017
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Biography:
Lynn Elsenhans was the Executive Chairman of Sunoco, Inc. from January 2009 until May 2012, and Chief Executive Officer and President from August 2008 until March 2012. She also served as Chairman of Sunoco Logistics Partners L.P. from October 2008 until May 2012, and Chief Executive Officer from July 2010 until March 2012. Ms. Elsenhans worked at Royal Dutch Shell for more than 28 years, where she held a number of senior roles, including Executive Vice President, Global Manufacturing from 2005 to 2008.
Other Public Company Board Memberships in the Past Five Years:
•    Saudi Aramco (2018 – present)
•    GlaxoSmithKline (2012 – present)
•    Baker Hughes Incorporated (2012 – 2017)
•    Flowserve (2014 – 2017)
Committees:
    Audit (Member)
    Conflicts (Member)
    Governance & Corporate Responsibility (Chair)
Skills & Qualifications:
Ms. Elsenhans has extensive leadership experience through her positions as a former chair and chief executive officer of a publicly traded energy company as well as her many years of leadership experience at a global oil and gas company.
John G. Rice     Age: 64   |   Ethnicity: Caucasian/White | Director since: 2017
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Biography:
John Rice served as Chairman, GE Gas Power from December 2018 through August 2020. He was previously Vice Chairman, GE until March 2018 and Chief Executive Officer, GE Global Growth Organization from November 2010 until December 2017. He served in other various leadership positions across GE, including Vice Chairman, GE, President and Chief Executive Officer of GE Technology Infrastructure from 2007 until November 2010, Vice Chairman of GE’s industrial and infrastructure businesses from 2005 until 2007, and President and Chief Executive Officer of GE Energy from 2000 until 2005. He is the GE Director nominee pursuant to the terms of the Stockholders Agreement.
Other Public Company Board Memberships in the Past Five Years:
•    Li and Fung (2018 – 2020)
Committees:
    N/A

Skills & Qualifications:
Mr. Rice has extensive leadership experience in various businesses across GE, including global business experience and experience with global energy and infrastructure markets.
Lorenzo Simonelli     Age: 47   |   Ethnicity: Caucasian/White | Director since: 2017
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Biography:
Lorenzo Simonelli has been the Chairman of the Board of Directors of the Company since October 2017, and a Director, President and Chief Executive Officer of the Company since July 2017. Before joining the Company in July 2017, Mr. Simonelli was Senior Vice President, GE and President and Chief Executive Officer, GE Oil & Gas from October 2013 to July 2017. Before joining GE Oil & Gas, he was the President and Chief Executive Officer of GE Transportation from July 2008 to October 2013. Mr. Simonelli joined GE in 1994 and held various finance and leadership roles from 1994 to 2008.
Other Public Company Board Memberships in the Past Five Years:
•    CNH Industrial (2019 – present)
•    C3.ai, Inc. (2020 – present)
Committees:
    N/A

Skills & Qualifications:
Mr. Simonelli has extensive leadership experience in businesses and functions, including as the Chief Executive Officer of Baker Hughes, in addition to his global experience, financial experience, and extensive background in the oil and gas industry.



10
2021 Proxy Statement

Proposal 1 Election of Directors
Director skills and experience matrix
Skills and Experience

Beattie

Brenneman

Carroll

Cazalot

Connors

Ebel
 
Elsenhans

Rice

Simonelli
%
Leadership
Business and strategic management experience from service in a significant leadership position, such as a CEO, CFO or other senior leadership position
100%
Finance and Accounting
Understanding of finance and financial reporting processes
100%
Investor
Overseeing investments and decisions
66%
Industry and Operations
Operational experience in the industries in which Baker Hughes operates
66%
Technology
Developing and investing in new technologies and ideas
66%
Risk Oversight/Cybersecurity
Understanding significant risks facing companies, including cybersecurity
78%
Global
Non-US businesses and cultures through living or working outside of the US
100%
Environmental & Safety
Safety and environmental regulations
44%
Prior BOD Experience
Service on public company boards
100%
HR and Talent Development
HR and talent development to obtain the most qualified and satisfied employees
78%
Legal and Corporate Governance
Legal and corporate governance issues in which public companies must abide
78%
Independent
Satisfies the independence requirements of the New York Stock Exchange ("NYSE") and the Securities and Exchange Commission ("SEC")
78%

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11

Proposal 1 Election of Directors
Election and resignation policy
Size of board
Under the provisions of the Amended and Restated Certificate of Incorporation, dated October 17, 2019 (the “Certificate of Incorporation”), the Third Amended and Restated Bylaws of the Company, dated October 17, 2019 (the “Bylaws”), and the Stockholders Agreement, dated as of July 3, 2017, by and between the Company and GE, as amended from time to time (the "Stockholders Agreement"), the total number of directors constituting the Board will be nine members.
Term
Under the Certificate of Incorporation, the Bylaws and the Stockholders Agreement, each director will serve for a term of one year, ending on the date of the next Annual Meeting of Shareholders following the date of such director’s election or appointment; provided that the term of each director will continue until the election and qualification of his or her successor, subject to his or her earlier death, resignation, disqualification or removal.
Shareholder nominations of directors
Shareholders may also propose nominees for consideration by the Governance & Corporate Responsibility Committee by submitting the names and other supporting information required under the Company’s Bylaws to:
Attn: Corporate Secretary
Baker Hughes Company
17021 Aldine Westfield Road
Houston, Texas 77073
GE Board designation and removal rights
Pursuant to the Stockholders Agreement, GE has the right to designate one director for nomination by the Board for election until GE no longer beneficially owns at least 20% of the voting power of the outstanding Common Stock of the Company. Any vacancy created by a director that had been designated by GE will be filled by the Board with a director designated by GE. In addition, GE has the authority to remove any GE-designated director, so long as GE meets the ownership requirement.
Resignation and removal
Any director may resign by delivering a resignation in writing or by electronic transmission to the Company at its principal office or to the Chairman of the Board, the Chief Executive Officer, or the Corporate Secretary. Such resignation will be effective upon delivery unless it is specified to be effective at some later time or upon the happening of some later event. The Governance & Corporate Responsibility Committee will have the right to fill any vacancy resulting from the death, resignation, retirement, disqualification or removal from office or other cause for any director who was not designated by GE.
Board term limits and retirement age
The Board has a 15-year term limit for all directors, other than the Company’s CEO. Additionally, with limited exceptions, directors will not be nominated for election to the Board after his or her 75th birthday.

12
2021 Proxy Statement

Proposal 1 Election of Directors

Process for identifying and adding new directors
The Governance & Corporate Responsibility Committee identifies, screens, and recommends director candidates for nomination to the Board. Candidates are evaluated in light of the then-existing composition of the Board and the background and areas of expertise of existing directors and potential nominees.
1
Evaluation of board composition
The Governance & Corporate Responsibility Committee evaluates Board composition annually and identifies skills, experience, and capabilities desirable for new directors in light of the Company’s business and strategy, including ESG and digital/AI experience.
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2
Identification of a diverse pool of candidates
Identification of a diverse pool of potential director candidates using multiple sources such as independent search firms, director recommendations, and shareholder recommendations. The Board does not have a specific director diversity policy, but it fully recognizes that having a variety of points of view improves the quality of dialogue, contributes to a more effective decision-making process, and enhances overall culture in the boardroom.
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3
Comprehensive candidate review
Potential candidates are comprehensively reviewed and are the subject of rigorous discussion during the Governance & Corporate Responsibility Committee meetings and Board meetings. The candidates that emerge from this process are interviewed by members of the Governance & Corporate Responsibility Committee and other Board members, including the Lead Independent Director and Chairman. During these meetings, directors assess candidates on the basis of their skills and experience, their personal attributes, and their expected contribution to the current mix of competencies and diversity of the Board. At the same time due diligence is conducted, the Chairman, as well as the Governance & Corporate Responsibility Committee, solicits feedback from other directors and persons outside the Company.
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4
Recommendation of potential director for approval
The Governance & Corporate Responsibility Committee recommends potential directors to the Board for approval. Shareholders vote on nominees at the Annual Meeting.
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5
Director onboarding
For each new director, we conduct a comprehensive onboarding process to ensure that he or she has a full understanding of the business and to allow the director to make meaningful contributions quickly, which includes a combination of one-on-one sessions with management and other board members, facility site visits, written materials, and training.
Director education
Our director education program assists Board members in fulfilling their responsibilities. In addition to the onboarding program when a director joins the Board, ongoing education is provided through in-depth presentations on topics such as strategy, operations, cyber security, ESG related issues, enterprise risk management, diversity, equity, and inclusion, and legal and regulatory matters. These presentations can be from management or with outside experts as needed. The Board periodically holds board meetings at new facilities or other sites important to the business where directors engage with employees in a more informal setting. Directors are also encouraged to attend third-party educational programs and training.


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13

Proposal 1 Election of Directors
Board evaluation
Board and Committee evaluations play a critical role in ensuring the effective functioning of our Board. It is important to review Board, Committee, and director performance and to solicit and act upon feedback received from each member of our Board. To this end, under the leadership of our Governance & Corporate Responsibility Chair, we refreshed our Board evaluation process in 2020. The Governance & Corporate Responsibility Committee has oversight over the Board evaluation process.

Process is initiated
Evaluation
Feedback analysis
Presentation of findings
Follow-up
Our Governance & Corporate Responsibility Committee initiates the Board evaluation process with assistance from our Chief Legal Officer. à The Chief Legal Officer conducts individual interviews of each director based on the topics laid out below. à Directors are encouraged to speak to the Chief Legal Officer with specific feedback on committees and the Board in general. à The findings are reviewed in the Executive Sessions at each Committee meeting and at the full Board meeting. à Results requiring additional consideration are addressed at subsequent Board and Committee meetings and reported back to the full Board, where appropriate.


The Board evaluation process considers the following topics:
• General board practices, including fostering a culture that promotes candid discussion
• The adequacy, number, and length of Board and Committee meetings
• Suggestions for new skills and experiences for potential future candidates
• Adequacy of information received, including access to non-management resources
• Committee effectiveness
• Peer review
• The Board's access to Company executives and operations
• The quality and scope of materials distributed in advance of the meetings
• The promotion of rigorous decision making by the Board and the Committees
• The strategic planning process
• The overall function of the Board and its Committees
• Technology use

14
2021 Proxy Statement


Corporate governance
The Company’s Board of Directors believes the purpose of corporate governance is to maximize shareholder value in a manner consistent with legal requirements and the highest standards of integrity. The Board has adopted and adheres to corporate governance practices, which the Board and management believe promote this purpose, are sound and represent best practices. The Board periodically reviews these governance practices, Delaware law (the state in which the Company is incorporated), the rules and listing standards of the NYSE and SEC regulations, as well as best practices suggested by recognized governance authorities. The Board has established the Company’s Governance Principles as the principles of conduct of the Company’s business affairs to benefit its shareholders, which conform to the NYSE corporate governance listing standards and SEC rules. The Governance Principles are posted under the “Investors-Company Information-Corporate Governance” section of the Company’s website at www.bakerhughes.com and are also available upon request to the Company’s Corporate Secretary. Neither these documents nor the website are incorporated by reference to this Proxy Statement. In addition, the Stockholders Agreement between GE and the Company sets forth a number of corporate governance requirements with respect to the Company.

Corporate governance highlights
•    Lead Director
•    Independent Conflicts Committee to review related party transactions
•    Active shareholder engagement
•    Significant stock ownership guidelines for executives and directors
•    No pledging or hedging of Company stock
•    Diverse board in terms of gender, experience, and skills
•    Annual election of directors
•    Active board engagement in managing talent and long-term succession planning for executives and directors
•    Mandatory director retirement age of 75 and 15-year term limits

Ownership structure
The Company was formed in July 2017 as the result of a combination between Baker Hughes Incorporated ("BHI") and the oil and gas business ("GE O&G") of General Electric Company (“GE”) (the "Transactions"). As a result of the Transactions, substantially all of the business of GE O&G and BHI was transferred to a subsidiary of the Company, Baker Hughes Holdings LLC ("BHH LLC"). GE holds its voting interest through our Class B Common Stock and its economic interest through a corresponding number of units of BHH LLC. The rights (including voting rights) of our Class A Common Stock and Class B Common Stock are identical; provided that Class B Common Stock has no economic rights. At December 31, 2020, GE's economic interest in BHH LLC was 30.1%.

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Corporate Governance
Shareholder engagement
We have a robust investor engagement program. Our integrated outreach team, led by our Investor Relations group, Chief Sustainability Officer, Corporate Secretary’s office, and our Executive Compensation team engages pro-actively with our shareholders, monitors developments in corporate governance and social responsibility, and, in consultation with our Board, thoughtfully adopts and applies developing practices in a manner that best supports our business and our culture. We actively engage with our shareholders in a number of forums on a year-round basis and integrate the information we learn through these activities into our governance calendar, as reflected below.
If needed, conduct pre-annual meeting shareholder meetings to answer questions and obtain shareholder feedback
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Review annual meeting results, determine any next step actions, and plan post-annual meeting shareholder engagement
Incorporate input from shareholder meetings into annual meeting planning Post-annual meeting shareholder meetings
    
Total 2020 investor outreach
∼68%
           of Class A Shares Outstanding
Broad range of environmental, social, governance, and compensation topics, including:
Business strategy and execution Compensation practices
Sustainability reporting standards Risk oversight
Scope 1 and 2 commitments related to greenhouse gas reduction Board refreshment
Committee composition
Diversity, equity, and inclusion COVID-19 response

Shareholder communications with the Board of Directors
To provide the Company’s shareholders and other interested parties with a direct and open line of communication to the Company’s Board of Directors, shareholders may communicate with any member of the Board, including the Company’s Lead Director, the Chair of any committee, or with the non-management directors of the Company as a group, by sending such written communication to the Company’s Corporate Secretary, c/o Baker Hughes Company, 17021 Aldine Westfield Road, Houston, Texas, 77073. The Corporate Secretary will forward any communications to the Board of Directors or any member of the Board.
We encourage our employees, customers, suppliers, and shareholders to speak up about any compliance concerns by reporting concerns through one of the following methods:
our hotline at reportconcerns.bakerhughes.com;
by emailing bakerhughes.Ombuds@bakerhughes.com;
by calling 1.800.288.8475 (toll-free) or outside the U.S. +1.713.626.0521

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2021 Proxy Statement

Corporate Governance
The Board’s leadership structure
Our Governance Principles require the election of a Lead Director who leads meetings of the independent directors and regularly meets with the chairman/CEO for a discussion of matters arising from these meetings.
Lead independent director duties:
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reviews the agenda, schedule, and information sent to the directors for Board meetings

calls additional meetings of the independent directors or the entire Board as deemed appropriate
works with the chairman/CEO to propose an annual schedule of major discussion items for the Board’s approval provides leadership to the Board if circumstances arise in which the role of the chairman/CEO may be, or may be perceived to be, in conflict
leads meetings of the independent directors and regularly meets with the chairman/CEO for a discussion of matters arising from these meetings
serves as a liaison on Board-related issues between the chairman/CEO and the independent directors
W. Geoffrey Beattie

Lead Independent Director
The Board has determined that the current structure, with a combined CEO and Chairman of the Board and an independent Lead Director, is in the best interests of the Company and our shareholders. The combined role of CEO and Chairman provides an effective balance between management of the Company and director participation in our board process and allows for management to focus on the execution of our strategic and business plans. As indicated above, our independent Lead Director was elected by the independent Board members and has a clear set of comprehensive duties that provide an effective check on management.
Risk oversight
We face a myriad of risks including operational, financial, strategic, and reputational risks that affect every segment of our business. The Board is actively involved in the oversight and monitoring of these risks in several ways. The enterprise risk program includes the identification of a broad range of risks that affect the Company, their probabilities and severity, and incorporates a review of the Company’s approach to managing and prioritizing those risks based on input from the officers responsible for the management of those risks. Each committee of the Board is responsible for the oversight of certain areas of risk that pertain to that committee’s area of focus and receives regular updates at committee meetings throughout the year from management on each risk.
Board of Directors
The Board oversees all operational, financial, strategic, and reputational risks with oversight of specific risks undertaken with the committee structure including:
Audit Committee
Compensation Committee
risks related to financial and other regulatory reporting risks related to compensation practices
risks related to internal controls, compliance, and legal matters, risks related to CEO and management succession
including complaints from whistleblowers risks related to talent recruitment and retainment
risks related to cybersecurity and technology
Governance & Corporate Responsibility Committee
Conflicts Committee
risks related to HSE and sustainability/ESG matters, including
risks related to related party transactions
carbon emissions and climate change
risks related to public policy and political activities

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Corporate Governance
CEO and senior management succession planning
Our Board oversees management succession planning and talent development. At each meeting during the year, the Compensation Committee is engaged on the topics related to leadership and talent development, with one meeting dedicated to an in-depth review of succession planning for key executive officer roles, including the CEO. The succession plans are reviewed with the full Board at least annually. The Board also reviews succession planning in the context of our overall business strategy. Potential leaders are visible to Board members through formal presentations and informal events to allow directors to personally assess candidates.
Our Board also establishes steps to address emergency CEO succession planning in extraordinary circumstances. Our emergency CEO succession planning is intended to enable our Company to respond to unexpected emergencies and minimize potential disruption or loss of continuity to our Company’s business and operations.
Board attendance
During the fiscal year ended December 31, 2020, the Board of Directors held nine meetings. Each director attended more than 89% of the total number of meetings of the Company’s Board of Directors and of the respective Committees on which he or she served. It is the Company’s policy to request and encourage all of the Company’s directors and nominees for election as directors to attend the Annual Meeting. Each director attended the 2020 Annual Meeting.
Director independence
The Board has established guidelines to assist it in determining director independence that conform to the independence requirements in the NYSE Rules. In addition to applying these guidelines, the Board considers all relevant facts and circumstances in making an independence determination. In addition, the Stockholders Agreement requires certain directors to also satisfy the definition of “Company Independent Directors” as set forth in the Stockholders Agreement which requires that the director: (i) meets the independence standards under NYSE Rules, (ii) is not a director designated by GE, (iii) is not a current or former member of the Board of Directors of GE or officer or employee of GE or its affiliates, (iv) does not and has not had any other substantial relationship with GE or its affiliates, and (v) is designated by the Governance & Corporate Responsibility Committee as a “Company Independent Director.”
In addition to other applicable regulatory requirements, under the Stockholders Agreement at least one member of the Audit Committee and at least three members of the Governance & Corporate Responsibility Committee must be Company Independent Directors. The Board has determined that all the nominees for election at this Annual Meeting other than Messrs. Simonelli and Rice meet the independence standards under the NYSE Rules and all of the directors other than Messrs. Simonelli, Rice and Beattie meet the definition of Company Independent Director.
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2021 Proxy Statement

Corporate Governance
Committees of the board
The Board of Directors has an Audit Committee, a Compensation Committee, a Governance & Corporate Responsibility Committee, and a Conflicts Committee, which is a sub-committee of the Governance & Corporate Responsibility Committee. The charter for each Committee has been posted and is available for public viewing under the “Investors-Company Information-Corporate Governance” section of the Company’s website at www.bakerhughes.com and is also available upon request to the Company’s Corporate Secretary. Neither the charters nor the website are incorporated by reference to this Proxy Statement.
Audit Committee Number of Meetings in 2020: 9
The responsibilities of the Audit Committee include:
The Stockholders Agreement requires that the Audit Committee consist of at least three directors, including at least one Company Independent Director. The Board of Directors has determined that each member of the Audit Committee is independent and financially literate and that Messrs. Ebel and Beattie and Ms. Elsenhans are qualified as an “audit committee financial expert" within the meaning of the rules and regulations promulgated by the SEC and under applicable provisions of the NYSE's listing standards. Mr. Ebel has served as a Chief Financial Officer of a publicly traded company and Mr. Beattie and Ms. Elsenhans both have experience actively supervising a principal financial officer.
To promote independence of the audit, the Audit Committee consults separately and jointly with the Company’s independent registered public accounting firm, the internal auditors and management.
assisting the Board of Directors in overseeing matters relating to the accounting and reporting practices of the Company;
reviewing the adequacy of the Company’s disclosure controls and internal controls;
reviewing the quarterly and annual financial statements of the Company;
reviewing the performance of the Company’s internal audit function;
reviewing and pre-approving the current year audit and non-audit services;
overseeing the Company’s compliance programs related to legal and regulatory requirements;
selecting and hiring the Company’s independent registered public accounting firm; and
overseeing and monitoring risks related to financial reporting, internal controls, compliance and legal matters.
Compensation Committee Number of Meetings in 2020: 5
The responsibilities of the Compensation Committee include:
The Compensation Committee shall have at least three directors. The Board has determined that each member of the Compensation Committee is independent.
Among other responsibilities, the Compensation Committee is responsible for reviewing incentive compensation arrangements to confirm that incentive pay does not encourage unnecessary risk taking and to review and discuss, at least annually, the relationship between risk management policies and practices, corporate strategy, and senior executive compensation to assess whether any such risk is reasonably likely to have a material adverse effect on the Company. The Company’s stock ownership guidelines established by the Board of Directors also serve to mitigate compensation-related risks. During fiscal year 2020, the Compensation Committee determined the Company’s compensation policies and practices for employees were not reasonably likely to have a material adverse effect on the Company.
establishing the Company's general compensation philosophy in consultation with senior management;
assisting the Board in developing and evaluating potential candidates for executive positions and developing executive succession plans;
overseeing the Company's diversity and inclusion practices;
overseeing and monitoring risks related to compensation practices and CEO and management succession;
reviewing and approving the corporate goals and objectives of the compensation of the CEO and other officers;
reviewing the Company’s non-equity incentive compensation, equity incentive compensation, and other stock-based plans; and
recommending changes in such plans to the Board, reviewing levels of stock ownership by officers, and evaluating incentive compensation arrangements.
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Corporate Governance
Governance & Corporate Responsibility Committee Number of Meetings in 2020: 4
The responsibilities of the Governance & Corporate Responsibility Committee include:
Under the terms of its charter and the Stockholders Agreement, the Governance & Corporate Responsibility Committee consists of five directors, including at least three Company Independent Directors. The Board has determined that each member of the Governance & Corporate Responsibility Committee is independent.
identifying qualified individuals to become Board members;
determining the composition of the Board and its committees;
monitoring a process to assess Board effectiveness;
reviewing and implementing the Company’s Governance
Principles;
overseeing Health, Safety & Environment;
overseeing and monitoring risks related to the Company's governance structure and processes and risks arising from related party transactions; and
monitoring and discussing the Company’s positions on sustainability, corporate social responsibilities, and public issues of significance which affect investors and other key stakeholders and review the annual Corporate Social Responsibility report.
Conflicts Committee Number of Meetings in 2020: 2
The responsibilities of the Conflicts Committee include: The Conflicts Committee is a subcommittee of the Governance &
reviewing and approving Related Party Transactions above certain materiality or dollar thresholds, including transfers or acquisitions of Common Stock by GE, its representatives, or its affiliates or the negotiation of any disputes between the Company and GE;
Corporate Responsibility Committee of the Board. Under the terms of its charter and the Stockholders Agreement, the Committee consists solely of the Company Independent Directors serving on the Governance & Corporate Responsibility Committee.
reviewing and approving any material amendment or modification of the Stockholders Agreement, any material waiver of any or all of the Company's rights under the Stockholders Agreement, or enforcement of the Company's and BHH LLC's rights under the Stockholders Agreement and other agreements with GE in connection with the Transactions; and
overseeing risks related to Related Party Transactions.
Code of conduct
The Company’s code of conduct, “Our Way” (the “Code of Conduct”), applies to all officers, directors and employees, which includes the code of ethics for the Company’s Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, and all other persons performing similar functions within the meaning of the securities laws and regulations. The Code of Conduct prohibits individuals from engaging in, or giving the appearance of engaging in any activity involving a conflict, or potential conflict, between personal interests and those of the Company. On an annual basis, each of the Company’s principal officers and all persons performing similar functions on behalf of the Company certify compliance with the Company’s Code of Conduct and the applicable NYSE and SOX provisions. The Audit Committee oversees the administration of the Code of Conduct and responsibility for the corporate compliance effort with the Company. The Company’s Code of Conduct and Code of Ethical Conduct Certification are not incorporated herein by reference, but are posted under the “Investors-Company Information-Corporate Governance” section of the Company’s website at www.bakerhughes.com and are also available upon request to the Company’s Corporate Secretary.
We encourage our employees, customers, suppliers, and shareholders to speak up about any compliance concerns by reaching out via one of the following methods:
our hotline at reportconcerns.bakerhughes.com;
by emailing bakerhughes.Ombuds@bakerhughes.com;
by calling 1.800.288.8475 (toll-free) or outside the U.S. +1.713.626.0521
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2021 Proxy Statement


Director compensation
Cash
Compensation
Equity
Compensation
2020 Directors’ Annual Retainer
$100,000(1)
$175,000(2)
Cash Compensation
Lead Director Retainer
$25,000
Audit Committee Chair Retainer $20,000
Other Committee Chair Retainer $15,000
Audit Committee Members $10,000
Other Committee Members
$5,000
(1)Each director, with the exception of Mr. Simonelli, is paid an annual cash retainer fee of $100,000, as well as fees for service on committees of the Board.
(2)On the date of each Annual Meeting, each director, with the exception of Mr. Simonelli, is expected to receive an annual equity award in the form of “RSUs” with a grant date value of $175,000. Each RSU award is scheduled to vest on the first anniversary of the grant date, with vesting accelerating on a change in control of the Company or if the director’s service on the Board terminates due to death, disability or completion of the term for which the director was elected.
Director deferral plan
Under the Baker Hughes Non-Employee Director Deferral Plan (the "Deferral Plan"), non-management directors may elect to receive their annual retainers and committee fees in shares of Common Stock, with the shares delivered either in the year in which the retainers otherwise would have been paid or in a future year. Directors may also elect to defer receipt of the shares covered by their RSU awards, which otherwise are delivered when the awards vest.
Directors receive dividend equivalents on their RSU awards and any deferred retainers and committee fees. These dividend equivalents are paid in cash either currently or, in the case of unvested RSU awards, when the awards vest.
Director stock ownership requirements
Under the Governance Principles, each non-management director is expected to own at least five times his or her annual retainer in Class A Common Stock while serving as a director of the Company. Such ownership level should be obtained within five years from the date elected or appointed to the Board. The Governance & Corporate Responsibility Committee reviews director stock ownership on an annual basis. All directors are in compliance with such requirements or on track to be in compliance within the 5-year period.

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Director Compensation
2020 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 directors during the fiscal year ended 2020.
Name
Fees Earned or
Paid in Cash
(1)
($)
Stock
Awards
(2)(6)
($)
All Other
Compensation
(3)
($)
Total
($)
W. Geoffrey Beattie
133,226 175,000 20,151 328,377
Gregory D. Brenneman
125,000 175,000 19,662 319,662
Cynthia B. Carroll
61,236 175,000 236,236
Clarence P. Cazalot, Jr.
125,000 175,000 5,645 305,645
Nelda J. Connors
59,538 175,000 234,538
Gregory L. Ebel (4)
137,500 175,000 9,878 322,378
Lynn L. Elsenhans
127,984 175,000 5,645 308,629
John G. Rice
103,841 175,000 18,710 297,551
Lorenzo Simonelli (5)

(1)Messrs. Beattie, Brenneman, and Rice elected to receive their 2020 director fees in Class A Common Stock and defer delivery under the Deferral Plan. Mmes. Carroll and Connors did not start earning fees until May 14, 2020, the date of their initial election to the Board.
(2)On May 14, 2020, each Baker Hughes director, other than Mr. Simonelli, received an RSU award. Messrs. Beattie, Brenneman, Ebel, and Rice elected to defer delivery of their RSU award under the Deferral Plan.
The value of the award shown for each director reflects the $175,000 grant date value of the RSU award. This value represents the aggregate grant date fair value of $14.00 per share computed in accordance with ASC Topic 718. The value ultimately realized by the directors if and when the awards vest will depend on the share price on the vesting date. For a discussion of valuation assumptions, see “Note 13 - Stock-Based Compensation” of the Notes to Consolidated Financial Statements included in our Annual Report under Item 8 of the Form 10-K for the year ended December 31, 2020. The number of shares for the grants was calculated using a price of $14.00 per share, the closing price on the date of grant.
(3)This column includes dividend equivalents paid during the year ended December 31, 2020 on unvested RSU awards and deferred RSU awards and cash fees that were deferred under the Deferral Plan.
(4)Mr. Ebel received $15,000 as compensation for his service as chair of the Special Litigation Committee.
(5)Mr. Simonelli does not receive additional compensation for his service as a director and his compensation for service as CEO is reflected in the Summary Compensation Table.
(6)The following table shows the aggregate number of stock awards and option awards outstanding for each director as of December 31, 2020.
Name
Aggregate Stock Awards
Outstanding as of
December 31, 2020
(#)
Aggregate Option Awards
Outstanding as of
December 31, 2020
(#)
W. Geoffrey Beattie (a)
25,233 — 
Gregory D. Brenneman (a)
25,233 — 
Cynthia B. Carroll 12,500 — 
Clarence P. Cazalot, Jr. (b)
12,500 5,701
Nelda J. Connors
12,500 — 
Gregory L. Ebel (a)
20,340 — 
Lynn L. Elsenhans (b)
12,500 13,117
John G. Rice
12,500 — 
Lorenzo Simonelli
—  — 
(a)This amount includes previous RSU grants that the director elected to defer per the Director Deferral Plan.
(b)Stock options for Mr. Cazalot and Ms. Elsenhans were awarded during their service as BHI directors.

22
2021 Proxy Statement


Stock ownership
Stock ownership of certain beneficial owners
The following table sets forth information about the holders of the Common Stock known to the Company on March 18, 2021 to own beneficially 5% or more of each class of Common Stock, based on filings by the holders with the SEC. For purposes of this Proxy Statement, beneficial ownership of securities is defined in accordance with the rules of the SEC to mean generally the power to vote or dispose of securities regardless of any economic interest therein.
Name and Address
Title of Class
Shares
Percent of
Class
Percent of
Total Shares
Outstanding
General Electric Company(1)
5 Necco Street
Boston, MA 02210
Class B Common Stock

Class A Common Stock
274,603,799

36,828,861
100%

4.8%
26.4%

3.5%
Capital World Investors(2)
333 South Hope Street
Los Angeles, CA 90071
Class A Common Stock
82,773,710 12.1  % 7.8  %
Dodge & Cox(3)
555 California Street, 40th Floor
San Francisco, CA 94104
Class A Common Stock
76,915,685 11.2  % 7.4  %
The Vanguard Group(4)
100 Vanguard Blvd.
Malvern, PA 19355
Class A Common Stock
73,240,172 10.7  % 7.0  %
Capital Research Global Investors(5)
333 South Hope Street
Los Angeles, CA 90071
Class A Common Stock
73,160,709 10.7  % 7.0  %
BlackRock Inc.(6)
55 East 52nd Street
New York, NY 10055
Class A Common Stock
55,399,708 8.1  % 5.3  %
State Street Corporation(7)
One Lincoln Street
Boston, Massachusetts 02111
Class A Common Stock
41,777,661 6.1  % 4.0  %
(1)The number of shares is based on a Form 4 filed with the SEC on March 16, 2021.
(2)The number of shares is based on the Schedule 13G/A filed on February 16, 2021. According to the filing, Capital World Investors has (i) sole power to vote 82,615,953 shares and does not share power to vote any of the shares and (ii) sole power to dispose of 82,773,710 shares and does not share power to dispose of any of the shares. Capital World Investors ("CWI") is a division of Capital Research and Management Company ("CRMC"), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl and Capital International K.K. (together with CRMC, the "investment management entities"). CWI's divisions of each of the investment management entities collectively provide investment management services under the name "Capital World Investors." CWI is deemed to be the beneficial owner of 82,773,710 shares.
(3)The number of shares is based on the Schedule 13G/A filed on February 11, 2021. According to the filing, Dodge & Cox has (i) sole power to vote 72,949,053 shares and does not share power to vote any of the shares and (ii) sole power to dispose of 76,915,685 shares and does not share power to dispose of any of the shares. Dodge & Cox Stock Fund, an investment company registered under the Investment Company Act of 1940, has an interest of 49,518,327 shares, or 7.2%, of the Company’s Class A Common Stock.
(4)The number of shares is based on the Schedule 13G/A filed on February 10, 2021. According to the filing, the Vanguard Group has (i) shared power to vote 1,048,991 shares and does not have sole power to vote any of shares and (ii) sole power to dispose of 70,320,096 shares and shared power to dispose of 2,920,076 shares. The shares were acquired by several subsidiaries of the Vanguard Group listed on Appendix A of the filing.
(5)The number of shares is based on the Schedule 13G/A filed on February 16, 2021. According to the filing, Capital Research Global Investors has (i) sole power to vote 73,155,125 shares and does not share power to vote any of the shares and (ii) sole power to dispose of 73,160,709 shares and does not share power to dispose of any of the shares. Capital Research Global Investors divisions of CRMC is deemed to be the beneficial owner of 73,160,709 shares or 10.7% of the Company's Class A Common Stock.
(6)The number of shares is based on the Schedule 13G/A filed on January 29, 2021. According to the filing, BlackRock, Inc. has (i) sole power to vote 49,335,198 shares and does not share power to vote any of the shares and (ii) sole power to dispose of 55,399,708 shares and does not share power to dispose of any of the shares.
(7)The number of shares is based on the Schedule 13G filed on February 5, 2021. According to the filing, State Street Corporation has (i) shared power to vote 36,527,043 shares and does not have sole power to vote any of the shares and (ii) shared power to dispose of 41,761,357 shares and does not have sole power to dispose of any of the shares. State Street Corporation and various direct and indirect subsidiaries are deemed to be the beneficial owners of 41,777,661 shares or 6.09% of the Company's Class A Common Stock.
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23

Stock Ownership

Stock ownership of Section 16(a) directors and executive officers
Set forth below is certain information with respect to beneficial ownership of the Common Stock as of March 18, 2021 by each director, the persons named in the Summary Compensation Table, and the Section 16(a) directors and executive officers as a group. The table includes transactions effected prior to the close of business on March 18, 2021.
Shares beneficially owned
Name
Title of Class
Shares Owned
as of March 18, 2021
Shares Subject to Options and
RSU’s Which are or Will Become
Exercisable or Vested Prior to
May 17, 2021
Total Beneficial
Ownership as of
March 18, 2021
% of
Class
(1)
W. Geoffrey Beattie
Class A Common Stock 17,909 17,909
Gregory D. Brenneman
Class A Common Stock 101,842 101,842
Cynthia B. Carroll Class A Common Stock 12,500 12,500
Clarence P. Cazalot, Jr.
Class A Common Stock 56,921 17,124 74,045
Nelda J. Connors Class A Common Stock 12,500 12,500
Gregory L. Ebel
Class A Common Stock 14,150 14,150
Lynn L. Elsenhans
Class A Common Stock 41,549 25,617 67,166
John G. Rice
Class A Common Stock 27,733 27,733
Lorenzo Simonelli
Class A Common Stock 423,367 809,987 1,233,354
Brian Worrell
Class A Common Stock 146,998 261,446 408,444
Maria Claudia Borras
Class A Common Stock 99,103 192,935 292,038
Roderick Christie
Class A Common Stock 76,603 151,460 228,063
Uwem Ukpong Class A Common Stock 49,873 111,840 161,713
All directors and executive officers as a group
(18 persons)
(2)
1,167,659 1,850,871 3,018,530
(1)No percent of class is shown for holdings of less than 1%.
(2)The totals in this row include the NEOs, current directors, and all Section 16 officers.
Prohibition of pledging and hedging under the insider trading policy
The Company’s Insider Trading Policy and Governance Principles prohibit our directors and executive officers from entering into any derivative transaction in Company stock (including short sales, forwards, equity swaps, options or collars, or other instruments that are based on the Company’s stock price). In addition, directors and executive officers are prohibited from pledging shares of Company stock as collateral or security for indebtedness.
24
2021 Proxy Statement


Charitable contributions
During the fiscal year ended December 31, 2020, the Company did not make any contributions to any charitable organization in which any director served as an executive officer that exceeded the greater of $1 million or 2% of the charitable organization’s consolidated gross revenues.

Certain relationships and related party transactions
The Board expects its directors, as well as officers and employees, to act ethically at all times and to acknowledge their adherence to the policies comprising the Company’s Code of Conduct. The Company will not make any personal loans or extensions of credit to directors or executive officers. No independent director may provide personal services for compensation to the Company or GE, other than in connection with serving as a director.
If an actual or potential conflict of interest arises for a director, the director will promptly inform the chairman/CEO and the lead director. The Governance & Corporate Responsibility Committee will resolve any such conflicts, subject to the specific rules governing Related Party Transactions, as defined and further described below. If a significant conflict exists and cannot be resolved, the director should resign. All directors will recuse themselves from any discussion or decision affecting their personal, business, or professional interests. The Governance & Corporate Responsibility Committee will resolve any conflict of interest question involving the CEO or an executive officer reporting directly to the CEO, and the CEO will resolve any conflict of interest issue involving any other officer of the Company.
In addition, pursuant to the Stockholders Agreement, any transaction between the Company, on the one hand, and GE or its affiliates (other than the Company), on the other hand (each, a “Related Party Transaction”), is required to be on arm’s-length terms and in the best interest of the Company. The Conflicts Committee must provide prior written approval of any amendment to, or modifications or terminations of, or material waivers, consents, or elections under, any Related Party Transaction. The Conflicts Committee must also provide prior written approval of any material amendments or modifications or terminations of any of the documents entered into in connection with the Transactions (defined as the “Transaction Documents” in the Stockholders Agreement) or material waivers, consents (other than any consents of the managing member of BHH LLC contemplated by its LLC agreement where neither GE nor any of its affiliates is a counterparty to or beneficiary of the matter in question, and such matter would not otherwise require the prior written approval of the Conflicts Committee) or elections of the Company’s or BHH LLC’s rights under any of the Transaction Documents.
All Related Party Transactions that are not contemplated by the Transaction Documents will be governed by the Related Party Transactions Policy. Pursuant to the Related Party Transactions Policy, Related Party Transactions that involve payments in excess of $25 million (individually or in the aggregate with all substantially related payments) or that are otherwise material (with materiality determined in a manner consistent with the Company’s SEC disclosure requirements) are subject to the prior written approval of the Conflicts Committee. Related Party Transactions below the $25 million threshold may be approved by Company management; provided that the proposed transaction is on an arm’s-length basis, in the best interests of the Company, and follows the Related Party Transaction Policy in letter and spirit. Such transactions must be reported to the Conflicts Committee twice annually.
GE-related transactions
GE is our largest shareholder, and we have continuing involvement with GE primarily through their remaining interest in us and BHH LLC, ongoing purchases and sales of products and services, transition services that they provide, as well as an aeroderivative joint venture (Aero JV) we formed with GE in the fourth quarter of 2019. On September 16, 2019 (the "Trigger Date"), as a result of the secondary offering and the repurchase of Class B common stock and associated LLC Units, GE's ownership interest was reduced from approximately 50.3% to approximately 36.8%, and GE ceased to be our controlling shareholder. Following the Trigger Date and until GE and its affiliates own less than 20% of the voting power of our outstanding common stock, GE is entitled to designate one person for nomination to our board of directors. At December 31, 2020, GE's economic interest in BHH LLC through their ownership of Class B common stock and associated LLC Units was 30.1%.
The Aero JV is jointly controlled by GE and us, and therefore, we do not consolidate the JV. We had purchases with GE and its affiliates, including the Aero JV, of $1,446 million, $1,498 million and $1,791 million during the years ended December 31, 2020, 2019 and 2018, respectively. In addition, we sold products and services to GE and its affiliates for $216 million, $337 million and $363 million during the years ended December 31, 2020, 2019 and 2018, respectively.
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25

Certain relationships and related party transactions
The Company has $356 million and $536 million of accounts payable at December 31, 2020 and 2019, respectively, for goods and services provided by GE in the ordinary course of business. The Company has $429 million and $495 million of current receivables at December 31, 2020 and 2019, respectively, for goods and services provided to GE in the ordinary course of business.
On July 3, 2017, we executed a promissory note with GE that represents certain cash that we are holding on GE's behalf due to the restricted nature of the cash. The restriction arises as the majority of the cash cannot be released, transferred, or otherwise converted into a non-restricted market currency due to the lack of market liquidity, capital controls, or similar monetary or exchange limitations by a government entity of the jurisdiction in which such cash is situated. There is no maturity date on the promissory note, but we remain obligated to repay GE, therefore, this obligation is reflected as short-term debt. As of December 31, 2020, of the $45 million due to GE, $44 million was held in the form of cash and $1 million was held in the form of investment securities. As of December 31, 2019, of the $273 million due to GE, $162 million was held in the form of cash and $111 million was held in the form of investment securities. A corresponding liability is reported in short-term debt in the consolidated statements of financial position.
We also provide guarantees to GE Capital on behalf of some customers who have entered into financing arrangements with GE Capital.
C3.ai related transactions
In June 2019, we entered into a stock purchase agreement and certain other related agreements with C3.ai, a company with a suite of artificial intelligence ("AI") software that resulted in us acquiring approximately 15% economic interest in C3.ai. In April and June 2019, we also entered into agreements with C3.ai under which, among other things, we received a three-year subscription (which we refer to below as direct subscription fees) to use certain C3.ai offerings for internal use and the development of applications on the C3.ai AI Suite, as well as the right to resell C3.ai offerings worldwide on an exclusive basis in the oil and gas market and, with C3.ai's prior consent, nonexclusively in other markets, in each case subject to certain exceptions and conditions. This arrangement was subsequently revised in September 2019 and again in June 2020 when the term was extended to a total of five years with an expiration date in the fiscal year ending April 30, 2024, and the annual contractual amounts of our minimum revenue commitment were modified to $53 million, $75 million, $125 million, and $150 million per year, which amounts are inclusive of the revised direct subscription fees of approximately $28 million per year over the fiscal years ending April 30, 2021, 2022, 2023, and 2024, respectively. To the extent we are unable to meet the annual minimum revenue commitment under such arrangement, we are obligated to pay C3.ai the shortfall; if we exceed the annual minimum revenue commitment, C3.ai will pay us a sales commission. For the fiscal year ended April 30, 2020, we fulfilled the annual minimum revenue commitment. Lorenzo Simonelli, Chief Executive Officer of Baker Hughes, serves as a member of the board of directors of C3.ai. As of December 31, 2020, we hold an economic interest in C3.ai of approximately 11%.


26
2021 Proxy Statement


Executive compensation
Aligning strategy and pay during the challenges of 2020

2020 market disruptions related to COVID-19 and the collapse of world markets challenged our Company in near unprecedented fashion. These events accelerated the execution of our strategy to lead the energy transition. This bold strategic undertaking is being driven by a leadership team that is critical to its development and execution. Our Compensation Committee made decisions through the course of 2020 that aligned with the key drivers of the Company’s success:

Retained key talent: We believe our key employees represent the future of the Company and their focus on execution of the strategy is integral to our long-term success.

Maintained short or long-term incentive goals: The management team focused on responding to market disruption and accelerating the strategic transformation of the Company.
Payouts under the annual incentive plan resulted in 60% of target; and
Payouts under the 2018 long-term incentive plan were capped due to negative Total Shareholder Return ("TSR") even though the Company generally outperformed its peer group. The final weighted average payout was at 80%.

Supported the acceleration of our business strategy with changes to go-forward compensation programs:
Awarded performance-based Transformation Incentive Awards to key leadership with goals based on achieving results that tie to executing on our strategy; and
Changed our go-forward (2021) incentive plans to include and emphasize metrics that align with our transformation strategy, including a heavier weighting on free cash flow.

The chart below shows the impact of market events on the Company's share price and the partial recovery following extraordinary efforts to respond by the Company to the disruption:

A20210312STOCKPRICECHART21.JPG


We believe the actions taken during this challenging year helped us retain critical talent and importantly attract new diverse leaders who will serve the Company and our shareholders well into the future.

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27

Executive Compensation
Compensation discussion and analysis
This Compensation Discussion and Analysis (“CD&A”) outlines Baker Hughes’ executive compensation program for 2020 for our NEOs who are listed below and appear in the Summary Compensation Table.
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UWEMUKPONGCDA1A.JPG
Lorenzo Simonelli
Chairman, President
and CEO
Brian Worrell
Chief Financial Officer
Maria Claudia Borras
Executive Vice President,
Oilfield Services
Roderick Christie
Executive Vice President, Turbomachinery and
Process Solutions
Uwem Ukpong
Executive Vice President, Regions, Alliances and Enterprise Sales
This CD&A and accompanying compensation tables also include information with respect to Derek Mathieson, our former Chief Marketing and Technology Officer, and William Marsh, our former Chief Legal Officer, each of whose employment was terminated without cause effective on May 31 and June 30, 2020, respectively.

Grants of plan-based awards in 2020
Outstanding equity awards at fiscal year-end
Option exercises and stock vested
Pension benefits
Compensation decisions for 2021 Nonqualified deferred compensation
Potential payments upon change in control or termination
CEO pay ratio disclosure
Compensation committee interlocks and insider participation
28
2021 Proxy Statement

Executive Compensation
Executive summary
The purpose of our compensation program is to motivate and retain top executive talent and drive organizational performance that is in the best interest of our shareholders in the long term. We are committed to a pay for performance philosophy and have designed our compensation programs in accordance with these objectives.
Compensation objectives
To reward both short and long-term performance, the objectives of our executive compensation program are to:
Align executive and shareholder interests
Provide a significant portion of total compensation that is performance-based and at risk
Attract and retain talented executives
Background and market context
Baker Hughes is an energy technology company with a diversified portfolio of technologies and services that span the energy and industrial value chain. With the breadth of our portfolio, leading technology, and unique partnership models, we are positioned to deliver outcome-based solutions across the industry.

Throughout 2020, the industry experienced multiple factors which drove expectations for global oil and gas related spending to be lower than 2019. First, the COVID-19 pandemic lowered global demand for hydrocarbons as social distancing and travel restrictions were implemented across the world. Second, the lifting of Organization of the Petroleum Exporting Countries ("OPEC+") supply curtailments in the first quarter of 2020, and the associated increase in production, drove the global excess supply of hydrocarbons higher. In the second quarter of 2020, OPEC+ reached a supply curtailment agreement of up to 10 million barrels per day, which drove expectations for future hydrocarbon supply lower. After significant turmoil during the first half of the year from the industry downturn, oil markets stabilized and demand for oil improved in the second half of the year. Lastly, global gross domestic product ("GDP") declined in 2020, as a result of the impact from the COVID-19 pandemic.

Our goal throughout the downturn in 2020 was to remain disciplined in allocating capital, focus on liquidity and cash preservation, and to preserve our investment grade rating while also maintaining our current dividend payout.

During the year, we took necessary actions to right-size the business for expected activity levels. In the first quarter of 2020, we approved a plan for restructuring and other actions, and then took further actions during the year to address the continuing industry challenges. These charges are primarily related to the costs for reductions in work force, product line exits in certain geographies, and the write down of inventory and intangible assets. These actions took place across the business and our corporate functions.

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29

Executive Compensation
2020 Financial and operational highlights

Our product companies
2020 revenue
$10.1B $2.0B $5.7B $2.8B
Oilfield Services Digital Solutions Turbomachinery and Process Solutions Oilfield Equipment
2020 Highlights
Performance $20.7B $518M ∼45%
in revenue in free cash flow* of revenue is more industrial in nature
Technology and Innovation $595M 3,066 73%
in research and development patents awarded of drilling jobs completed remotely
Responsibility AA 31% 200
MSCI ESG Rating
reduction in CO2 emissions**
Perfect HSE Days
*    Free cash flow is a non-GAAP measure. A reconciliation of GAAP to non-GAAP measures is included in the Proxy Statement in Annex A.
** 2019 full year performance versus 2012 baseline (direct emissions only)


30
2021 Proxy Statement

Executive Compensation
The following summarizes the timeline of critical events and corresponding compensation and business decisions made in 2020:

DFINARROW1A.JPG
Set plans and made decisions before the COVID-19 pandemic
No base salary increases
Short-term incentive plan performance goals set based on beginning of year budget/estimates
Did not change metrics, but increased weighting of free cash flow in the short-term incentive plan
Increased CEO’s long-term incentive grant value and weighting of performance-based awards
COVID-19 pandemic dramatically impacted our markets
2020 was an incredibly challenging year for the entire global community. The COVID-19 pandemic drove drastic volatility in the demand for oil and gas products and significantly depressed commodity prices for a portion of the year.
Our response to the COVID-19 pandemic and ensuing market disruption and how we took care of our employees
Despite significant challenges, Baker Hughes delivered operationally and commercially. As the COVID-19 pandemic and oil price volatility unfolded in 2020, we moved quickly to mitigate the impact of these events through a series of financial, operational, and safety actions, guided by our strategy and core values. We maintained solid financial and operational performance while navigating a turbulent environment, and took measures to ensure the safety and well-being of our employees. In addition to transforming our business into a structurally leaner organization, we accelerated the execution of our strategy to lead the energy transition.
No changes to ongoing performance programs despite challenges from the COVID-19 pandemic
Overall short-term incentive plan bonus earned at 60% of target
Long-term performance-awards with measurement period ending in 2020 paid out at 80% of target
Outperformed PHLX Oil Service Sector ("OSX") on relative TSR but payout capped at target because absolute TSR was negative
Market disruption confirmed and accelerated the Company’s strategic shift/transformation Granted transformation incentive awards for the performance period covering 2021-2023 (100% performance-based). Aligned with our strategic shift and are eligible to be earned based on the execution of transformative commitments over a pivotal upcoming period.
2021

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31

Executive 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, our CEO's average three-year realizable pay has declined by a greater extent than the Company’s TSR, demonstrating this alignment and the Compensation Committee’s commitment to pay-for-performance.


12/31/2017 Stock Price $28.48
27%
Less
12/31/2020 Stock Price $20.85
2018-2020 Average Target Compensation $13,958
30%
Less
2018-2020 Average Realizable Compensation $9,772


In the chart above, “2018-2020 Average Target Compensation” refers to the average of the target compensation opportunity offered to our CEO over the 2018 to 2020 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, “2018-2020 Average Realizable Compensation” refers to the three-year average of the actual base salary earned during each year, the actual annual short-term incentive award value earned for each performance year, and LTI awards valued based on the 12/31/20 share price and assuming estimated earned amounts for outstanding Performance Share Units. For the 2018 awards, annual Performance Share Units were calculated at 80%, and the 2018 Outperformance Award at 0%. The 2019 and 2020 annual Performance Share Unit awards were each estimated at 100%.



32
2021 Proxy Statement

Executive Compensation
Highlights of 2020 compensation decisions
The Company continued to reinforce market-aligned and pay for performance elements of its compensation programs.
2020 Compensation decisions
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NEO base salaries remained flat for 2020
Approved payouts of 2020 annual bonuses 40% below target
Awarded annual long-term incentive grants with 60% performance share unit ("PSUs") weighting for the CEO and 50% for the other NEOs and an emphasis on outperforming the market
Compensation features and governance
As we focus on creating a best in class compensation program that aligns with our key objectives and our shareholders’ long-term interests, we have adopted a number of practices that guide our program. The following table highlights the best governance practices that we employ and the poor practices that we avoid when setting our compensation program.
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What we do
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What we don’t do
ü
Pay for performance
X
No hedging or pledging of Company stock
ü
Align executive compensation with shareholder returns
X
No backdating or repricing of stock option awards
through long-term incentives
X
No excessive perquisites
ü
Include clawback provisions
X
No dividend equivalents paid on unearned restricted
ü
Engage an independent compensation consultant stock units
ü
Mandate “double-trigger” provisions for change-in-control
X
No gross-ups in new executive arrangements
severance payments
X
No guaranteed bonuses for NEOs
ü
Use a representative and relevant peer group
ü
Evaluate the risk of our compensation programs
ü
Apply robust stock ownership guidelines
ü
Target the market median for all elements of NEOs’ compensation

2020 Say-on-Pay advisory vote on executive compensation and shareholder engagement

Each year, Baker Hughes submits our executive compensation program to our shareholders for a “say-on-pay” advisory vote, the results of which are considered when determining compensation practices. In 2020, Baker Hughes’ compensation program and policies received the support of 92.2% of the total votes cast at our annual meeting. While the say-on-pay vote is advisory and not binding on the Company, the Compensation Committee strongly values the opinions of our shareholders as expressed in the say-on-pay outcome. The Compensation Committee believes that the approval in the shareholder vote demonstrates a strong alignment with our shareholders’ interests.

Engagement with our shareholders is very important to us. Even with substantial support of our executive compensation program, in 2020, members of the senior management team reached out to institutional shareholders representing approximately 68% of our Class A Common Stock to discuss the Baker Hughes' strategy, ESG program, governance structure and key executive compensation practices and listen to their feedback and priorities. An independent director participated in our engagement when requested and the feedback from shareholder engagement was discussed with the Compensation Committee. We believe that by engaging with our shareholders, we can further align our compensation objectives with shareholders' long-term interests.

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33

Executive Compensation
Total direct compensation for NEOs
We use traditional compensation elements of base salary, annual short-term incentives, long-term incentives, and employee benefits to deliver both attractive and competitive rewards to our executives. Collectively, these elements comprise total direct compensation. We benchmark both compensation and Company performance in evaluating the appropriateness of our pay practices. Our executive pay decisions are made by the Compensation Committee of our Board of Directors and reviewed with the full Board of Directors. We target the market median for base salary, short-term incentives, and long-term incentives.
2020 Target total direct compensation
Our executive compensation program emphasizes performance-based compensation tied to increases in Baker Hughes stock price and drives strategic imperatives. Approximately 89% of Mr. Simonelli’s target total compensation is performance-based and at risk, while the other NEOs have an average of 80% performance-based and at risk compensation.
Our NEOs’ target compensation for 2020 consisted of the components described below:
CEO Other NEOs
11%
Base Salary
Purpose

20%
16% Fixed cash income to retain and attract highly marketable executives in a
competitive market for executive talent
20%
73%
Performance-Based Short-Term Incentive
Purpose
Annual cash incentive program designed to motivate our executives to achieve annual
financial goals and other business objectives and reward them accordingly
60%
Metrics
Revenue, Operating Income, Free Cash Flow, and Strategic Priorities
Long-Term Incentive
Purpose
Annual equity incentive awards designed to further align the interests of our executives with those of our shareholders by facilitating significant ownership of Baker Hughes stock by the officers
Metrics
CEO 60% (NEOs 50%) Performance Share Units - Relative TSR, Relative ROIC - 3 Year Cliff
CEO 40% (NEOs 50%) Restricted Stock Units - 3 Year Ratable
Base salaries
Key action - No salary increases for NEO's in 2020
While considering our position versus market benchmarks, the Compensation Committee determined that salary increases for the NEOs were not appropriate in 2020.
The Compensation Committee targets the market median of the Reference Group (as described below) for the base salaries of our executive officers. Typically, when considering an adjustment to a NEO’s base salary, the Compensation Committee reviews the survey data and evaluates the NEO’s position relative to the market, his or her level of responsibility, experience, and overall performance. The Compensation Committee also considers the NEO’s success in achieving business objectives, promoting our values and keys to success, improving health and safety, demonstrating leadership, and achieving specific individual performance goals.
In determining global salary budgets, the Compensation Committee also considers the financial performance of the Company and effective execution of the strategy approved by our Board of Directors.

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2021 Proxy Statement

Executive Compensation
Short-Term incentive compensation
Key action
The Compensation Committee approved the Company-wide, overall payout of the 2020 annual short-term bonus below target based on achievement of financial metrics (weighted 70%) and achievement of strategic priorities (weighted 30%).
The short-term incentive compensation programs are designed to provide executive officers with the opportunity to earn cash bonuses based on the achievement of specific Company-wide, business unit, functional and individual performance goals. The short-term incentive compensation opportunity is determined using two factors: achievement of pre-determined financial goals and achievement of strategic priorities. Greater weight is placed on the financial component of the short-term incentives, consistent with the Company’s goal of providing a meaningful link between compensation and Company performance.
Key Baker Hughes short-term incentive design features are as follows:
Formulaic, financial metrics weighted at 70% and with a maximum potential payout up to 150% of target; and
Strategic goals weighted at 30% and with a maximum potential payout up to 200% of target.
In January 2020, the Compensation Committee, with approval from the full Board of Directors, 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.
Quantitative and qualitative performance goals under the Strategic Blueprint are set with input from the Board of Directors to add focus to other priorities including safety, compliance, execution, technology, leadership, and shareholder returns.
Overall weighting
Financial metrics
Strategic Blueprint priorities
70%
Financial Metrics
30%
Strategic Blueprint Priorities
1.    Adjusted revenue—adjusted for foreign exchange & M&A activity
2.    Adjusted operating income—adjusted for restructuring & other charges
3.    Adjusted free cash flow—adjusted for material unusual items
1.    Safety & compliance
2.    Execution
3.    Technology & innovation
4.    Leadership
5.    Shareholder returns
Bonus based on financial metrics
The Compensation Committee approved three weighted financial metrics, (1) Adjusted Revenue, (2) Adjusted Operating Income, and (3) Adjusted Free Cash Flow, as a measure of management's overall success in executing Baker Hughes' strategies and initiatives, and increased the weighting applied to the Adjusted Free Cash Flow metric relative to the prior performance year short-term incentive plan. The Compensation Committee also approved performance levels with respect to the achievement of the financial metrics: (1) Threshold, (2) Target, and (3) Maximum. The table below represents each of the performance levels and the associated achievement.
Baker Hughes 2020 Financial Goals
(70% Weight)
Metric Weighting
Threshold
(50%)
Target
(100%)
Maximum
(150%)
Results
Weighted Payout
Adjusted Revenue ($B)
10%
$25.25B
$26.25B
$27.25B
$20.71B
0%
Adjusted Operating Income ($B)
25%
$1.75B
$2.00B
$2.25B
$1.04B
0%
Adjusted Free Cash Flow ($B)
35%
$0.85B
$1.15B
$1.35B
$0.52B
0%
*    Adjusted revenue, adjusted operating income and adjusted free cash flow 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 free cash flow.

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. 2020 was an unprecedentedly challenging year which resulted in Baker Hughes falling short of the financial metrics. The overall achievement of the financial metrics was therefore 0% of target.

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35

Executive Compensation
Bonus based on Strategic Blueprint priorities
While the financial metrics reward executive officers for the achievement of specific formulaic measures, the Compensation Committee approved “Strategic Blueprint” priorities for the executive officers to reward them based upon the 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) execution; (3) technology and innovation; (4) leadership; and (5) 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 Committee's assessment of the Strategic Priorities is determined independent of the Financial Metrics.
The Compensation Committee assesses the CEO’s performance relative to the established performance goals for the period and determines an appropriate payout level. The same process is conducted for the other NEOs, with Committee members also incorporating feedback and recommendations from the CEO. The Committee carefully considers all of the factors influencing the results and the NEO’s performance impacting those results.
The Compensation Committee considered the achievement for the Strategic Blueprint priorities below for 2020 and provided the following assessments on each priority:
Performance Component
2020 Performance Expectation
Achievements
Safety & Improvement in HSE metrics versus 2019
Delivered 25% improvement in perfect day trending
Compliance Compliance first culture
Restructured and rolled-out Enterprise Risk Management Program
Quickly implemented COVID-related safety protocols for employees
2020 Assessment: Exceeded Objectives
Execution Drive cash performance
Executed ~$0.7B cash restructuring with paybacks of ~8 months
Grow faster than the market Exceeded goal of $0.7B annualized savings
Drive margin rate accretion
Despite market challenges Free Cash Flow (FCF) of $0.52B, 22% FCF/EBITDA conversion with $0.7B cash restructuring/separation, ~50%
2020 Assessment: Exceeded Objectives
Technology
Energy Transition, Technology
Developed new strategic workstreams & capital allocation processes
& Innovation
Launch new business models
Completed Compact Carbon Capture acquisition; launched next generation drilling tools; strong progress on key LNG aeroderivative gas turbine milestones; launched Open AI Energy Initiative software alliance
New product launches
2020 Assessment: Exceeded Objectives
Leadership Focus on organizational diversity and structure
Three new external Executive Leadership Team hires for key functional areas
Continued progress on key diversity metrics
Structural redesign of compensation programs started
2020 Assessment: Exceeded Objectives
Shareholder
TSR to outperform majority of peer group Baker Hughes share price outperformed OSX index by 24 points
Returns
Execution on capital allocation
C3.ai unrealized gain of $1.4B
Active portfolio management
Executed three key dispositions
Redirected resources to higher return product lines
Engaged with a broader set of investors
2020 Assessment: Exceeded Objectives
The Compensation Committee determines the overall Strategic Blueprint payout for the company and may adjust the associated payout for each business unit and for executive officers based on individual performance. In determining the payout for each business unit and NEO under the Strategic Blueprint portion of the short-term incentive plan, the Compensation Committee considered the individual achievement of the Company’s goals and in his or her areas of direct responsibilities and the magnitude of those contributions relative to the benefit of the Company.
Baker Hughes out-performed in an unprecedented year. The Compensation Committee recognized Mr. Simonelli’s extraordinary leadership in delivering on the company’s strategic priorities. These included collaboration and values across the global workforce during a global crisis, quickly gaining recognition within the overall energy sector as a differentiated story, and delivering differentiated share performance. This was delivered while executing on large scale restructuring, executing on business transformation, and evaluating new energy opportunities.
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2021 Proxy Statement

Executive Compensation
Mr. Simonelli also made recommendations to the Compensation Committee on the payouts for his team, including the NEOs, based on their results, leadership, and contributions in 2020, but was not involved in discussions regarding his own bonus payout.
Final 2020 short-term incentive payout
The Compensation Committee approved an overall bonus payout under the short-term incentive plan of 60% of target for Mr. Simonelli and the other NEOs. This was also consistently applied to the employee population eligible to participate in the short-term incentive plan.
The table below represents the 2020 target and actual payout for each of the NEOs based upon the established financial and strategic metrics described above.
Name
Target Bonus Actual Bonus % Of Target
Lorenzo Simonelli
Chairman, President and CEO
$2,212,500  $1,327,500  60  %
Brian Worrell
Chief Financial Officer
$895,000  $537,000  60  %
Maria Claudia Borras
Executive Vice President - OFS
$820,000  $492,000  60  %
Roderick Christie
Executive Vice President - TPS
$685,000  $411,000  60  %
Uwem Ukpong
Executive Vice President - Regions, Alliances and Enterprise Sales
$780,000  $468,000  60  %
Derek Mathieson(1)
Former Chief Marketing and Technology Officer
$710,000  $295,833  42  %
William Marsh(1)
Former Chief Legal Officer
$645,000  $322,500  50  %
(1)Pro-rata payout at target.
Long-Term incentive compensation
Key action: Awarded annual long-term incentive grants with an emphasis on out-performing the market
With the intention of rewarding strong performance, the Compensation Committee granted 60% of Mr Simonelli's and 50% of the other NEOs’ annual long-term incentives during the 2020 grant cycle in the form of PSUs. The vesting of the PSUs is subject to the Company’s TSR and ROIC relative to the Performance Peer Group measured over a three-year performance period ending in 2022.
2020 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 target total compensation is based on long-term incentives, while the other NEOs have an average of 60% 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 Compensation Committee determines the total grant date value 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 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 including compensation survey data, and total compensation package as well as other factors the Compensation Committee deems critical to achieving the Company’s business objectives.
In January 2020, the Compensation Committee approved long-term incentive awards aligned with the NEOs target compensation package in the form of 50% PSUs and 50% Restricted Stock Units ("RSUs"). Mr. Simonelli's award was in the form of 60% PSUs and 40% RSUs. The Committee determined to increase the proportion of PSUs awarded to Mr. Simonelli to 60% from the prior 50% concurrent with a determination to increase his overall target LTI award by $1 million from $9 million to $10 million to better align with the Company’s median market pay strategy and to recognize superior continued leadership. The PSUs vest upon achievement of performance goals after three years and the RSUs vest one-third each year over three years. The 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.

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37

Executive Compensation
Annual LTI Awards
Performance
Shares Units
(1)
Restricted
Stock Units
(1)
Total(1)
Lorenzo Simonelli
Chairman, President and CEO
$6,000,000 $4,000,000 $10,000,000
Brian Worrell
Chief Financial Officer
$1,750,000 $1,750,000 $3,500,000
Maria Claudia Borras
Executive Vice President - OFS
$1,250,000 $1,250,000 $2,500,000
Roderick Christie
Executive Vice President - TPS
$1,000,000 $1,000,000 $2,000,000
Uwem Ukpong
Executive Vice President - Regions, Alliances and Enterprise Sales
$1,000,000 $1,000,000 $2,000,000
Derek Mathieson(2)
Former Chief Marketing and Technology Officer
$1,212,500 $1,212,500 $2,425,000
William Marsh(2)
Former Chief Legal Officer
$950,000 $950,000 $1,900,000
(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.
(2)Upon Messrs. Mathieson and Marsh's respective termination of employment, their RSUs and PSUs granted in January 2020 were cancelled, as described in more detail under "Potential payments upon change in control or termination", below.
The PSU design:
Utilizes metrics for relative TSR and relative ROIC;
Delivers any payout that is actually earned at the end of the three-year performance period;
Compares Baker Hughes performance versus the OSX Index as of January 1 each year;
Balances stock returns with capital investment returns; and
Provides a payout range from 0% - 150% of the granted units based on actual Company performance.
2020
Performance
Shares Units
Relative TSR
50% of Units
Relative ROIC
50% of Units
Percentile Rank
(Core Metric)
Payout
Multiple(1)
Payout Range
0% - 150%
ð —Average Closing Price between Dec 2019 and Dec 2022, including dividends

—If TSR is negative, payout is capped at 100%
+ —3 Year Absolute Change (2019 versus 2022)

—3 Year Cumulative Average (2020 through 2022)
ð 75th Percentile or Greater 150%
50th Percentile 100%
25th Percentile 50%
Below 25th Percentile 0%
(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.

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2021 Proxy Statement

Executive Compensation
2018 long-term incentive payout
The PSUs granted in 2018, which vested based on performance through December, 31, 2020, were also based on relative TSR (50%) and ROIC (50%) versus the Company's Peer Group during the performance periods within 2018 to 2020.
2018 Performance Shares Units
Relative TSR
50% of Units
Relative ROIC
50% of Units
Percentile Rank
(Core Metric)
Payout
Multiple
Payout Range
0% - 150%
ð
—Average Closing Price between Dec 2017 and Dec 2020, including dividends

—If TSR is negative, payout is capped at 100%
+
—3 Year Absolute Change (2017 versus 2020)

—3 Year Cumulative Average (2018 through 2020)
ð
75th Percentile or Greater
150%
50th Percentile
100%
25th Percentile
50%
Below 25th Percentile
0%
(1)

The table below represents each of the performance levels and the associated achievement for the 2018 PSUs.
2018 PSU measure
Rank
Percentile
Payout multiple
Weighted Payout
Relative TSR
2 / 16
93%
100%
3 year Absolute Change ROIC
12 / 16
27%
53%
3 year Cumulative Average ROIC
11 / 16
33%
67%
Weighted payout
80  %

The 2018 performance period ended on 31 December 2020, and the percentile position against the peer group for TSR was 93%, 3 year Absolute Change ROIC was 27%, and 3 year Cumulative Average ROIC was 33%. The TSR payout would have been 150% (max) without the negative TSR payout cap at target. This resulted in an overall payout of 80% of target.

Compensation decisions for 2021
The Company made changes to its 2021 compensation arrangements to strengthen retention and motivation of key employees, and to support the alignment of our programs with our strategic transformation, including:

Short-Term Incentive Plan

Further consolidation of the Strategic Blueprint Priorities, with a stronger focus on ESG (including diversity, equity, and inclusion) and capital allocation/growth as well as a continued emphasis on generating free cash flow.

Transformation Awards

The Compensation Committee approved transformation awards for key leadership of the Company. The transformation incentive awards cover the performance period January 1, 2021 through December 31, 2023 and have a potential payout ranging from zero to 200% of target depending on Company performance against predetermined goals that measure both our relative performance against our peers and other Company strategic transformational objectives. In determining to grant the transformation incentive awards, the Committee considered the need to further align, focus, and retain the senior leadership who are critical to the execution of transformative commitments over the pivotal upcoming three-year period. Consisting of 100% at-risk performance units, any potential future payouts under these awards are fully contingent upon achieving key financial and strategic metrics designed to position the Company at the forefront of the energy transition and effectively evolve the Company alongside the changing energy landscape.

Long-Term Incentive Awards

For the 2021 LTI Awards, there were no changes to the LTI mix for NEOs. The CEO’s annual award continues to be comprised 60% of fully performance-based PSUs, with the remaining NEOs at 50% PSUs. The 2021 PSU plan design was updated to further align with our strategy and with our investors’ core objectives around returns and free cash flow. PSUs granted in January of 2021 are based 50% on ROIC and 50% on free cash flow, with an added multiplier for TSR performance.

Any additional actions in 2021 will be considered in light of continued Company performance and market dynamics.
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39

Executive Compensation
Other elements of compensation
Baker Hughes offers a variety of health and welfare and retirement programs to all eligible employees. The NEOs are generally eligible for the same broad-based benefit programs on the same basis as the rest of our employees who work in their respective countries. Programs that provide different levels of benefits for executive officers are noted in the descriptions below, including long-term disability, life insurance, the Baker Hughes Supplemental Retirement Plan (the “SRP”), the frozen Baker Hughes Supplementary Pension Plan, the Executive Severance Plan, and financial counseling.
We routinely benchmark our benefit programs against the competitive market and make modifications as we deem appropriate. Outlined below is a summary of benefits provided in 2020 to Baker Hughes executives.
Executive benefits
Life insurance
The Company provides life insurance and accidental death and dismemberment programs to provide financial protection for employees or their beneficiaries in the event of death. In the U.S., executive officers receive life insurance and accidental death and dismemberment coverage at two times base salary. Executive officers may also purchase perquisite life insurance and accidental death and dismemberment coverage from one to three times pay. All employees have the option of purchasing supplemental life insurance, spouse and child life insurance as well as voluntary accidental death and dismemberment insurance. Various limits apply to each program.
The Company also provides a long-term disability program with continuation of a percentage of the employee’s base pay up to age 65 if the employee has a qualifying disability lasting longer than 26 weeks. Disability coverage options include Company paid core coverage equal to 50% income replacement or optional buy-up coverage equal to 60% income replacement. NEOs receive the buy-up option at no additional cost.
As part of benefits transition through 2023, Messrs. Simonelli, Worrell, and Ms. Borras are eligible to receive taxable payments to cover premiums for universal life insurance policies as they did under GE plans. These policies include: (1) Executive Life, which provides universal life insurance policies for the NEOs totaling $3 million in coverage at the time of enrollment and increases by 4% annually thereafter; and (2) for Leadership Life, which provides universal life insurance policies for the NEOs with coverage of two times their annual pay (salary + most recent bonus).
Retirement plans
The SRP offered to US executives is a nonqualified defined contribution retirement plan intended to supplement the retirement benefits of a select group of management. It provides for a basic contribution of 5% of the participant’s elective deferral under the SRP and 5% of the sum of the participant’s base compensation and bonus for the calendar year (whether or not deferred) that exceeds the dollar limit under Section 401(A)(17) of the Code ($285,000 in 2020); and the base contribution that would have been made under the Baker Hughes 401(k) Plan but for the participant’s elective deferral under the SRP or the dollar limit under Section 401(A)(17) of the Code; plus deemed interest credits based upon the rate of earnings on selected notional investment funds.
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.
Change in Control Plan
A new Baker Hughes Change in Control plan, the Baker Hughes Company Executive Change in Control Plan (the “Executive Change in Control Plan”) was formally adopted in 2020, covering top management of the company including 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.
Financial counseling
In addition to Company-wide benefits, Baker Hughes provides NEOs with elective Company-paid professional financial planning and tax preparation services through a third party. We believe this service improves their understanding of the compensation and benefits programs offered by the Company and serves to maximize the retention and engagement value of our programs. It also allows the NEOs to more fully concentrate on our business success and comply with plan requirements. We do not reimburse executives for taxes paid on income attributable to this benefit.
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2021 Proxy Statement

Executive Compensation
Indemnification agreements
We entered into an indemnification agreement with each of our directors and executive officers. These agreements provide that we will indemnify such persons against certain liabilities that may arise by reason of their status or service as directors or officers, to advance their expenses incurred as a result of a proceeding as to which they may be indemnified and to cover such persons under any directors’ and officers’ liability insurance policy we choose, in our discretion, to maintain. These indemnification agreements are intended to provide indemnification rights to the fullest extent permitted in the State of Delaware and are in addition to any other rights the indemnitee may have under the Company’s Amended and Restated Certificate of Incorporation, Third Amended and Restated Bylaws, and applicable law. We believe these indemnification agreements enhance our ability to attract and retain knowledgeable and experienced executive officers and directors.
Decision-making process and key inputs
Compensation committee process
Annually, the Compensation Committee reviews each compensation element for the CEO and each of the other NEOs. The independent consultant to the Compensation Committee provides benchmark data based on the established Compensation Reference Group, as well as market trends and legislative updates. When reviewing compensation for the NEOs, the Compensation Committee balances each NEO’s scope of responsibilities and experience against competitive compensation levels.
Each January, our CEO meets with the Compensation Committee and with the Board to review Baker Hughes’ performance for the past year. The review focuses on the financial results and the quantitative and qualitative performance objectives from the Strategic Blueprint priorities. At this time, they also review and approve the short-term incentive goals for the upcoming year and new long-term incentive grants.
At each meeting during the year, the Compensation Committee is engaged on the topics related to leadership and talent development, with one meeting dedicated wholly to an in-depth review of succession planning for key executive officer roles, including the CEO.
In 2020, our Compensation Committee had five meetings.
Compensation consultant and conflict of interest analysis
The Compensation Committee retains Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant. FW Cook advised the Compensation Committee on matters related to the executive officer’s compensation and general compensation programs, including industry best practices.
In accordance with the requirements of Item 407(e)(3)(iv) of Regulation S-K, the Compensation Committee considered the relationships FW Cook had with the Company, the members of the 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 from the work performed by FW Cook.
Benchmarking
The high level of competition for executive talent magnifies the need to ensure that our executive compensation programs are appropriately positioned against peer companies. To appropriately benchmark compensation and measure performance, Baker Hughes utilizes two primary benchmarking sources: (1) a Compensation “Reference Group” and (2) a Performance “Peer Group.”
Compensation “Reference Group”
The 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.


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41

Executive Compensation
The chart below represents the key criteria that was considered in selecting the Reference Group.
Primary selection criteria
P57_SELECTIONCRITERIAGRAPHA.JPG
Similar Business Characteristics: global scale, engineering, industrial, and technology applications, multiple divisions, logistical complexity, business services, asset/people intensity, mature stage business
Labor Market Competitors: Baker Hughes’ market for executive talent extends throughout multiple industries
Scale: Primary – Revenue, Secondary – Market Cap. Generally within a 1/3x to 3x range but larger comparators may be appropriate if the prior criteria are met
The Reference Group for Baker Hughes, updated from 2019, is comprised of 27 companies. Baker Hughes is positioned at the median for revenue, just below the median for market cap, and our executive compensation is also aligned with the median of the Reference Group.
Compensation Reference Group
27 companies - Blend of General Industry, Capital Intensive and Global Oil & Gas Peers
3M Company
Caterpillar Inc.
ConocoPhillips
Cummins Inc.
Danaher Corporation
Deere & Company
Devon Energy Corporation
Eaton Corporation plc
Emerson Electric Co.

EOG Resources, Inc.
FedEx Corporation
Fluor Corporation
General Dynamics Corporation
Halliburton Company
Honeywell International Inc.
Illinois Tool Works Inc.
International Paper Company
Johnson Controls International plc

NOV Inc.
Occidental Petroleum Corporation
PACCAR Inc.
Parker-Hannifin Corporation
Raytheon Technologies Corporation
Schlumberger Limited
TechnipFMC plc
Textron Inc.
United Parcel Service Inc.

Used to identify and compare executive pay practices such as pay mix, levels and magnitude, competitiveness, prevalence of long-term incentive vehicles, and pay-for-performance plans.
The Compensation Committee considers executive compensation at these companies as just one among several factors in setting pay. We target compensation at the 50th percentile of an appropriate peer group. The Committee uses the comparative data as a reference point in exercising judgment about compensation types and amounts. The use of Reference Group proxy data and published survey data in both the general industry and the energy industry satisfies the need for both statistical validity and industry factors. The Reference Group data is used to assess the competitive market value for executive jobs, assess pay practices, validate targets for pay plans, test the compensation strategy, observe trends, and provide a general competitive backdrop for decision making.
Performance “Peer Group”
The Compensation Committee assesses Company 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, and capital requirements, these oilfield service companies provide the best competitive comparison for benchmarking performance over the long-term and competing for similar shareholder investments.
Performance Peer Group
OSX Index (plus TechnipFMC) as of January 1, 2020
ChampionX
Core Lab NV
Diamond Offshore Drilling, Inc.
Dril-Quip Inc.
Golar LNG Ltd.
Halliburton Company
Helmerich & Payne, Inc.
Nabors Industries Ltd.
NOV Inc.
Oceaneering International, Inc.
Oil States International Inc.
Schlumberger Limited
Seadrill Ltd.
TechnipFMC
Teekay Tankers Ltd.
Transocean Ltd.


Used to compare performance in order to determine long-term incentive plan results.
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2021 Proxy Statement

Executive Compensation
Additional compensation program features and policies
Stock ownership guidelines
The Baker Hughes Board of Directors adopted stock ownership guidelines for our executive officers to ensure that they have a meaningful economic stake in the Company. The guidelines are designed to satisfy an individual executive officer’s need for portfolio diversification, while maintaining management stock ownership at levels intended to be high enough to assure our shareholders of management’s commitment to value creation. Executive officers are required to hold the number of shares valued at a multiple of their base salary, in the amounts listed below:
Role
Guidelines
Chairman, President and Chief Executive Officer
6X Base Salary
Chief Financial Officer
3X Base Salary
Other executive officers reporting to the CEO
2X Base Salary
An executive officer has five years to comply with the ownership requirement starting from the date of appointment to a position noted above. If an executive officer is promoted to a position with a higher ownership salary multiple, the executive officer has five years from the date of the change in position to reach the higher expected stock ownership level but he or she still must meet the prior expected stock ownership level within the original five years of the date first appointed to such prior position. Executive officers who have not met the applicable stock ownership level within the time required are required to hold 75% of the net shares acquired from the future exercise or vesting of awards received under the Company’s equity compensation programs until the ownership levels are met.
The Compensation Committee annually reviews each executive officer’s compensation and stock ownership levels to determine whether they are appropriate. In 2020, all of the NEOs were in compliance with the stock ownership guidelines.
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 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.
Clawback policy
The Company has a clawback policy that provides the Board with the right to request and receive reimbursement of performance or incentive compensation for conduct detrimental to the Company, which resulted in a material inaccuracy in the Company’s financial statements or performance metrics, and which affect the executive officer’s compensation.
Compensation committee report
The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based upon such review, the related discussions and such other matters deemed relevant and appropriate by the Compensation Committee, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement to be delivered to shareholders.
Gregory D. Brenneman, Chair
Cynthia B. Carroll
Clarence P. Cazalot
Nelda J. Connors
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Executive Compensation
Summary compensation table
The following table summarizes the total compensation paid or earned for 2020, 2019, and 2018 by each of the NEOs, comprised of our principal executive officer, our principal financial officer, three other most highly compensated executive officers and two former executive officers during the year ended December 31, 2020.
Name and Principal Position Year Salary
($)
Stock Awards (1)
($)
Option 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
2020 1,475,000  9,807,294  —  1,327,500  2,119,972  583,255  15,313,021 
2019 1,437,500  6,695,154  2,249,999  2,212,500  1,867,854  459,614  14,922,621 
2018 1,400,000  9,631,365  2,249,996  2,000,000  369,247  309,153  15,959,761 
Brian Worrell
Chief Financial
Officer
2020 895,000  3,443,265  —  537,000  1,217,256  460,075  6,552,596 
2019 872,500  2,603,637  874,996  895,000  1,149,808  708,876  7,104,817 
2018 850,000  4,120,548  874,992  800,000  201,492  437,210  7,284,242 
Maria Claudia Borras
Executive Vice President--OFS
2020 820,000  2,459,462  —  492,000  75,849  217,799  4,065,110 
2019 800,000  1,859,731  624,999  615,000  78,434  189,314  4,167,478 
2018 780,000  3,375,296  624,998  725,000  110,915  68,293  5,684,502 
Roderick Christie
Executive Vice President--TPS
(6)
2020 685,000  1,967,539  —  411,000  321,366  286,864  3,671,769 
2019 673,500  1,487,812  499,994  671,300  270,205  399,115  4,001,926 
2018 645,880  2,498,603  499,989  430,000  4,299  266,983  4,345,754 
Uwem Ukpong
Executive Vice President-- Regions, Alliances and Enterprise Sales

2020 780,000  1,967,539  —  468,000  58,071  184,032  3,457,642 
Derek Mathieson
Former Chief Marketing and Technology Officer(7)
2020 327,692  2,385,675  —  —  12,848  2,337,295  5,063,510 
2019 700,000  1,803,933  606,246  568,000  8,426  855,478  4,542,083 
2018 690,000  1,807,106  606,250  510,000  —  800,891  4,414,247 
William Marsh
Former Chief Legal Officer(8)
2020 352,269  1,869,185  —  —  49,495  2,997,734 5,268,683 

(1)    The amount reflected in the "Stock Awards" column is the aggregate grant date fair value of stock awards in the form of PSUs, Outperformance PSUs ("OPSUs"), and RSUs granted in the years shown. For 2018, this value includes a one-time special performance and retention award for Messrs. Simonelli, Worrell, Christie, and Ms. Borras. For RSUs, and PSUs based on relative ROIC, 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 and OPSUs based on TSR, 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 TSR based 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 13 - Stock-Based Compensation” of the Notes to Consolidated Financial Statements included in our Annual Report under Item 8 of the Form 10-K for the year ended December 31, 2020. The value of the 2020 PSUs at the grant date, assuming achievement of the maximum performance level of 150% would be: Mr. Simonelli -- $8,716,261; Mr. Worrell -- $2,542,229; Ms. Borras -- $1,815,869; Mr. Christie -- $1,452,655; and Mr. Ukpong -- $1,452,655.
(2)    The amount reflected in the "Option Awards" column is the aggregate grant date fair value of the awards made to the NEOs, computed in accordance with FASB ASC Topic 718. The fair value of each grant is established on the date of grant using the Black-Scholes option-pricing model. The value ultimately realized by the executive upon the actual vesting of the exercise of the stock options may or may not be equal to the FASB ASC Topic 718 determined value. For a discussion of valuation assumptions, see “Note 13 - Stock-Based Compensation” of the Notes to Consolidated Financial Statements included in our Annual Report under Item 8 of the Form 10-K for the year ended December 31, 2020.
(3)    The amount reflected in the "Non-Equity Incentive Plan Compensation" column is the payment earned under our annual bonus program.
44
2021 Proxy Statement

Executive Compensation
(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. 
For Messrs. Simonelli and Worrell and Ms. Borras, the amounts in this column represent the change in present value of all accumulated benefits under the Baker Hughes Supplementary Pension Plan which is a frozen plan (i.e., frozen as to any new participants and to further accumulation of benefits related to futures service) and, for the NEOs 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 Mr. Christie, the amount in this column represents the change in present value of all accumulated benefits under the Baker Hughes UK Pension Plan which is a frozen plan (i.e., frozen as to any new participants and to further accumulation of benefits related to future service) and, for Mr. Christie, is primarily a benefit that was fully funded by GE and transferred to Baker Hughes, effective as of July 1, 2019 for service prior to that date.
None of the NEOs will earn future benefits under applicable plans for future service to Baker Hughes.
For 2019 and 2020, the change in present value is primarily a change in actuarial values only and driven by a significant decrease in the discount rate and changes to mortality. 
For 2018, for Messrs. Simonelli and Worrell and Ms. Borras, the amounts in this column reflect the portion of the change in the present value of accumulated benefits in 2018, under the GE Pension Plan and the GE Supplementary Pension Plan that was allocable to service with Baker Hughes following July 2017 (i.e., the amounts do not reflect the change in such value that was allocable to service with GE prior to July 2017). 
For 2019 and 2020, for Messrs. Simonelli, Worrell, Ukpong and Ms. Borras, the amounts in this column reflect the change in the present value of accumulated benefits in 2019 and 2020, respectively, under the GE Supplementary Pension Plan that was allocable both to service with GE prior to July 2017 and to Baker Hughes following July 2017.
(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 2020, minus any reimbursements by the NEOs, are shown in the table below. 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 no incremental cost to the Company.
Name Life Insurance Premiums
($)
Company Contributions to Retirement & Savings Plans
($)
Financial & Tax Planning
($)
Relocation Benefits
($)
Dividend Equivalents
($)
Stay & Win Payment
($)
Other
($)
Total
($)
Simonelli 47,488 336,913 13,000 —  184,054 —  1,800  583,255
Worrell 14,331 164,198 13,000 176,457 92,089 —  —  460,075
Borras 21,688 131,988 —  —  62,323 —  1,800  217,799
Christie 13,152 61,034 —  160,056  52,622 —  —  286,864
Ukpong 19,929 132,570 —  —  31,533 —  —  184,032
Mathieson 2,956 80,612 —  —  115,910 700,000  1,437,817  2,337,295
Marsh 3,354 78,144 12,350  —  88,486 500,000  2,315,400  2,997,734
Life Insurance Premiums: Described under Employee Benefits in this Proxy Statement.
Company Contributions to Retirement & Savings Plans: The values represent employer matching and employer base contributions that the Company contributed to the Baker Hughes Company 401(k) Plan that is available to all U.S. employees and Company contributions to SRP accounts available to U.S. executives. For Mr. Christie the values represent employer contributions to the Baker Hughes International Retirement Plan.
Financial and Tax Planning: Expenses for the use of advisors for financial, estate, and tax preparation and planning and investment analysis and advice.
Relocation Benefits: With respect to Messrs. Worrell and Christie, this column reflects benefits provided to them in connection with their non-permanent assignments to London and Florence, at the Company's request and while employed by Baker Hughes. These benefits, which are consistent with those we provide to employees working on non-permanent assignments outside their home countries consisted of cost-of-living adjustments, housing, transportation, utilities, and other destination services.
Dividend Equivalents: This column reflects payments for dividend equivalents that accrued as quarterly dividends are declared and that are paid when the RSUs vest. With respect to Messrs. Mathieson and Marsh, this column does not include the value of any Transaction-related payments in respect of the special dividend of $17.50 paid to all BHI shareholders and upon the vesting of legacy BHI RSU awards because that value is already represented in the grant date value of the RSUs granted.
Stay and Win Payment: As disclosed in Form 8-K filings in 2017, prior to the Transactions, Messrs. Mathieson and Marsh, as legacy BHI executives, accepted a "Stay and Win" agreement to continue with Baker Hughes. The agreement provided a cash retention award paid in three equal installments over three years, subject to their continued service. The final payment under these awards were paid January 2020. In consideration for the award, the agreement included a waiver by the executive of all rights and claims for any termination payments or benefits provided under any then existing BHI change in control agreements or plans.
Other: This column reflects other benefits provided, none of which individually exceeded the greater of $25,000 or 10% of the total amounts of perquisites described in this section. These benefits included annual physical examinations for Messrs. Simonelli, Mathieson, Marsh, and Ms. Borras. In addition, this column reflects termination payments in respect of Messrs. Mathieson and Marsh as described in more detail in footnotes (8) and (9) below.
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Executive Compensation
(6)    Mr. Christie’s salary was paid in British Pounds (GBP) prior to July 2019. For 2019, his GBP salary was converted to US Dollars (USD) by using the foreign exchange in effect at the time of his salary review, which was 1 GBP to 1.30 USD. For 2018, the exchange rate of 1.27 was used which was in effect as of December 31, 2018.
(7)    Upon Mr. Mathieson's termination of employment, (i) a pro rata portion of the RSUs granted in 2017, 2018 and 2019 were accelerated and settled and (ii) a pro rata portion of the service condition applicable to PSUs granted in 2018 and 2019 was deemed satisfied and such portion remained outstanding and eligible to vest upon satisfaction of the applicable performance conditions. The amount reflected in the "All Other Compensation" column include $1,095,000 in cash severance paid to Mr. Mathieson upon his termination of employment. Amounts paid to Mr. Mathieson upon his termination of employment are described in more detail under "Potential payments upon change of control or termination", below.
(8)    Upon Mr. Marsh's termination of employment, (i) a pro rata portion of the RSUs granted in 2017, 2018 and 2019 were accelerated and settled and (ii) a pro rata portion of the service condition applicable to PSUs granted in 2018 and 2019 was deemed satisfied and such portion remained outstanding and eligible to vest upon satisfaction of the applicable performance conditions. The amount reflected in the "All Other Compensation" column include $1,965,000 in cash severance paid to Mr. Marsh upon his termination of employment. Amounts paid to Mr. Marsh upon his termination of employment are described in more detail under "Potential payments upon change of control or termination", below.
Grants of plan-based awards in 2020
This table discloses the number of PSUs and RSUs granted during 2020 and the grant date fair value of these awards. It also sets forth potential future payouts under the Company's non-equity incentive plans.
Estimated Payouts Under Non-Equity Incentive Plan Awards(1)
Estimated Future Payouts Under Performance-Based RSUs (#)(2)
RSUs(3)
(#)
Stock Options(4)
(#)
Stock Option Exercise Price
($/Sh)
Grant Date Fair Value of Awards
($)
Name Grant Date Award Type Threshold
($)
Target
($)
Maximum
($)
Threshold
(#)
Target
(#)