Baker Hughes

Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. In connection with today’s announcement of Baker Hughes Company’s (the “Company”) restructuring and simplifying of its organizational structure, Neil Saunders will be departing the Company. The Company and Mr. Saunders have agreed to discuss an appropriate transition period, during which Mr. Saunders will transition his duties to other management personnel. The Company thanks Mr. Saunders for his significant contributions to the Company and wishes him success in his future endeavors.

Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. On July 28, 2022, the Human Capital and Compensation Committee of the Board of Directors of Baker Hughes Company approved certain changes to the compensation of our Executive Vice President of Turbomachinery and Process Solutions, Rod Christie. Effective September 18, 2022, Mr. Christie’s annual base salary will be increased to $850,000.

Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. On March 30, 2022, Mr. Clarence P. Cazalot informed the Company of his decision to retire and not stand for re-election to the Board of Directors of Baker Hughes Company (the “Company”) when his term expires at the Company’s 2022 Annual Meeting of Shareholders currently scheduled to be held on May 17, 2022. The decision by Mr. Cazalot not to stand for re-election is not the result of any disagreement with the Company on any matter related to the Company’s operations, policies, or practices. The Company and the Board would like to extend their sincere appreciation to Mr. Cazalot for his service on the Board and with the Company and wish him well in the future.

Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. On January 25, 2022, the Human Capital and Compensation Committee of the Board of Directors (the "Committee") of Baker Hughes Company (the “Company”) approved revised forms of restricted stock unit award agreements and a revised form of performance share unit award agreement for officers under the Company’s 2021 Long-Term Incentive Plan. The changes, in part, modify provisions in respect of payments due at attaining retirement eligibility and changes related to certain types of transactions. The Committee also approved changes to the Company's Executive Officer Short-Term Incentive Plan to modify provisions related to Section 162(m) of the Internal Revenue Code, as amended and to the change in control provisions to align to the Company's Executive Change in Control Severance Plan.

Uwem Ukpong, Executive Vice President, Regions, Alliances and Enterprise Sales of Baker Hughes Company (the “Company”), will depart from the Company effective January 31, 2022 (“Separation Date”). The Company has entered into a letter agreement with Mr. Ukpong, dated January 12, 2022, pursuant to which Mr. Ukpong and the Company mutually agreed as to the terms of his departure. Pursuant to this letter agreement, provided Mr. Ukpong (i) executes a release of claims against the Company and (ii) provides transition and consulting services for 90 days following the Separation Date as required by the Company in order to smoothly transition his duties to his successor and other employees of the Company, the Company will pay Mr. Ukpong $780,000. In addition, Mr.

Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. On November 12, 2021, the Board of Directors (the "Board") of Baker Hughes Company (the "Company") elected Michael R. Dumais to serve as a director of the Company. Mr. Dumais will join the Board effective on January 1, 2022. At that time, the size of the Board will be expanded from nine to ten members. Mr. Dumais is the Executive Vice President & Chief Transformation Officer at Raytheon Technologies. From April 2020 through January 2021, he served as Executive Vice President Strategy & Corporate Development at Raytheon Technologies. Mr. Dumais was Executive Vice President of Operations & Strategy at United Technologies from February 2017 through April 2020 prior to the United Technologies merger with Raytheon Technologies in 2020.

On July 29, 2021, the compensation committee of the board of directors of Baker Hughes Company approved certain changes to the compensation of our Chief Financial Officer, Brian Worrell. Effective August 8, 2021, Mr. Worrell’s annual base salary will be increased to $1,000,000. Mr. Worrell will also receive an increase in his annual short-term incentive target compensation opportunity to 125% of his annual base salary, effective as of January 1, 2021.

On December 14, 2020, the Compensation Committee of the Board of Directors (the “Committee”) of Baker Hughes Company (the “Company”) approved the grant of certain transformation incentive awards (the “Transformation Incentive Awards”) to the Company’s Chief Executive Officer, Chief Financial Officer and other named executive officers. 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.

, On October 29, 2020, the Board of Directors (the "Board") of Baker Hughes Company (the "Company") approved the Baker Hughes Company Executive Change in Control Severance Plan (the "Plan"), pursuant to which the Company's Named Executive Officers and certain other Executives and Non-US Executives (the "Participants") will be eligible to receive replacement income and certain other benefits if their employment is terminated under certain circumstances in conjunction with a Change in Control. Capitalized terms used and not defined in this Current Report on Form 8-K have the respective meanings assigned to them in the Plan. The individuals who shall be eligible to participate in the Plan shall be the Named Executive Officers as well as the Executives and Non-US Executives who are selected by the Compensation Committee of the Board (the "Committee").

Baker Hughes Company (the “Company”) has entered into a letter agreement, dated April 28, 2020, with Derek Mathieson, pursuant to which Mr. Mathieson and the Company mutually agreed as to the terms of his departure from his position as Chief Marketing and Technology Officer of the Company and all other officer positions with the Company and its subsidiaries, effective May 31, 2020. In accordance with the terms of his stay and win award letter entered into in connection with the business combination of the oil and gas business of General Electric Company and Baker Hughes Incorporated, after his employment ends, Mr. Mathieson will be entitled to specified payments and benefits on the same basis as if his employment were terminated without cause, including accelerated vesting of outstanding equity awards granted in connection with the business combination. Mr.

On September 16, 2019, Jamie S. Miller and James J. Mulva resigned from their positions as directors of the Company, effective as of such date. Each of Ms. Miller and Mr. Mulva was nominated by GE, and were elected as directors of the Company in accordance with that certain Stockholders’ Agreement, dated as of November 13, 2018, by and between the Company and GE (the “Stockholders’ Agreement”). As a result of the Offering, GE ceased to hold more than 50% of the voting power of all classes of the Company’s outstanding voting stock and was obligated to cause four of its director nominees to tender their resignations. Pursuant to the Stockholders Agreement, GE is still entitled to nominate one member of the Company’s board of directors. John G. Rice continues to serve on the Company’s board of directors as a nominee of GE. Lorenzo Simonelli and W.

On February 5, 2019, Martin S. Craighead, Vice Chairman of the Board of Directors of the Company (the “Board”), notified the Board that he does not intend to stand for re-election as a director of the Company at the 2019 Annual Meeting of Stockholders. The decision by Mr. Craighead not to stand for re-election is not the result of any disagreement with the Company on any matter related to the Company’s operations, policies, or practices. The Company and the Board would like to extend their sincere appreciation to Mr. Craighead for his service on the Board and with the Company and wish him well in the future.

On June 1, 2018, Baker Hughes, a GE company (the “Company”) granted a one-time equity-based performance and retention award to Lorenzo Simonelli, the Company’s Chairman, President & Chief Executive Officer. The award is intended to incentivize Mr. Simonelli to deliver significant value to shareholders over the next five years. The award consists of 60% outperformance share units (“OPSUs”) and 40% restricted stock units (“RSUs”). The initial value of the award, based on the closing price of a share of the Company’s Class A Common Stock on the grant date and assuming that the OPSUs are earned at the target amount, is $3,000,000. The ultimate value of the award will depend on the extent to which the OPSUs are earned based on actual performance and the share prices on the dates that the award vests and the shares are delivered.

On January 22, 2018, the Compensation Committee of Baker Hughes, a GE company (the “Company”) approved grants of equity incentive awards to members of the Company’s executive leadership team and other employees under the Company’s 2017 Long-Term Incentive Plan and individual award agreements. Awards granted to the executive leadership team, including Lorenzo Simonelli, President & Chief Executive Officer, Brian Worrell, Chief Financial Officer, and Derek Mathieson, Chief Marketing and Technology Officer, consist 50% of performance share units (“PSUs”), 25% of restricted stock units (“RSUs”) and 25% of stock options.

Baker Hughes, a GE company (the “Company”) has entered into a letter agreement, dated January 2, 2018, with Belgacem Chariag, pursuant to which, as of that date, Mr. Chariag resigned from his position as Chief Global Operations Officer of the Company and all other officer positions with the Company and its subsidiaries. Mr. Chariag will remain an employee of the Company through January 31, 2018, serving in an advisory capacity and providing transition assistance. After his employment ends, Mr. Chariag will be entitled to specified payments and benefits under his stay and win award letter on the same basis as if his employment were terminated without cause. He will also remain eligible to earn a bonus for the 2017 performance period under the Executive Officer Short Term Incentive Compensation Plan in accordance with the terms of the plan. In addition, if Mr.

Jeffrey R. Immelt, Chairman of the Board, has retired from the Board, effective October 2, 2017. The Board has appointed Lorenzo Simonelli, Director, Chief Executive Officer and President of the Company, as the Chairman of the Board, effective immediately following Mr. Immelt’s retirement. J. Larry Nichols, director of the Board and chairman of the Board’s Conflicts Committee (a subcommittee of the Board’s Governance & Nominating Committee), has also retired effective October 2, 2017. The Board has designated director Clarence P. Cazalot, Jr. to serve as chairman of the Board’s Conflicts Committee effective immediately following Mr. Nichols’ retirement. The Company issued the press release attached hereto as Exhibit 99.1 on October 2, 2017, which is incorporated by reference herein.

On August 1, 2017, the Board of Directors (the “Board”) of Baker Hughes, a GE company (“BHGE” or the “Company”) approved and adopted the Company Non-Employee Director Deferral Plan (the “Deferral Plan”). The Deferral Plan was adopted to permit non-employee directors of the Company to (i) elect to receive annual retainers (including committee retainers) in stock or for tax purposes, deferred stock units, instead of cash and (ii) defer the receipt, for tax purposes, of stock underlying restricted stock units that may be granted under the Company 2017 Long-Term Incentive Plan (the “LTIP”). The Deferral Plan does not authorize the grant or issuance of any additional shares of the Company’s Class A common stock, as any shares that may be subject to the Deferral Plan are authorized under the LTIP approved by shareholders.