BAKER HUGHES CLASS A (BKR)
Sector: Energy
2026 Annual Meeting Analysis
BAKER HUGHES CLASS A · Meeting: May 19, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
CEO and director since 2017; BKR's 3-year return of +140.5% outperforms the company-disclosed peer group median by +105.5 percentage points, well above the 50pp threshold required to trigger a vote against, so no TSR concern applies.
Director since 2017 with strong relevant industrial and energy experience; BKR's 3-year TSR outperforms peers by +105.5pp, far exceeding the 50pp trigger threshold, and Rice holds one outside public board seat (AIG), well within the four-seat limit.
Director since 2024, within the 24-month new-director exemption window, so the TSR trigger does not apply; brings deep energy sector expertise and serves on the Audit Committee with disclosed financial expertise.
Director since 2017 with relevant investment and capital allocation background; BKR's 3-year outperformance versus peers (+105.5pp) is well above the trigger threshold, and he holds no current public company board seats exceeding the four-seat limit.
Director since 2017 with extensive turnaround and capital markets expertise; BKR's strong 3-year peer outperformance of +105.5pp clears the trigger threshold comfortably, and his one active outside public board (Home Depot) is within policy limits.
Director since 2020 with proven executive leadership in global industrial operations; no TSR trigger fires given BKR's +105.5pp peer outperformance, and she holds one outside public board seat (Pembina Pipeline), within the four-seat limit.
Director since 2022 with relevant industrial technology and transformation expertise; BKR's peer outperformance is well above the trigger threshold, and he holds no other public company board seats.
Director since 2024, within the 24-month new-director exemption window; a CPA and former EY Senior Partner, she brings strong audit and financial expertise appropriate for her Audit Committee role.
New nominee with no prior board tenure at BKR, so the TSR trigger does not apply; brings strong industrial chemicals and CEO-level executive experience relevant to Baker Hughes' technology transformation strategy.
Director since 2023 with relevant industrial operations and technology leadership experience; BKR's 3-year peer outperformance of +105.5pp is well above the trigger threshold, and he holds one outside public board seat (STERIS), within the four-seat limit.
All ten nominees pass the TSR trigger test — Baker Hughes' 3-year price return of +140.5% outperforms the company-disclosed compensation peer group median by +105.5 percentage points, which exceeds the 50pp threshold required to trigger a vote against under the strong-positive TSR tier, so no director faces a TSR-based against vote. No overboarding, attendance, independence, or familial-relationship concerns that would warrant an against vote were identified for any nominee.
Say on Pay
✓ FORCEO
Lorenzo Simonelli
Total Comp
$21,363,825
Prior Support
92.9%%
CEO total compensation of approximately $21.4 million is within a reasonable range for the Chairman, President and CEO of a $60 billion energy technology company with record financial performance in 2025. The pay mix is strong — approximately 90% of the CEO's target compensation is performance-based and at-risk, well above the 50-60% minimum threshold, with 60% of long-term awards in performance stock that vest based on measurable three-year metrics (free cash flow conversion, return on invested capital, and relative total shareholder return). BKR's stock delivered a 3-year return of +140.5%, substantially outperforming the company-disclosed peer group median of +35.0%, demonstrating that above-target incentive payouts are justified by strong shareholder outcomes. The prior say-on-pay vote received 92.9% support, well above the 70% threshold, indicating broad shareholder alignment with the compensation program.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$24,500,000
Non-Audit Fees
$7,700,000
Non-audit fees (audit-related fees of $7.4M plus all other fees of $0.3M = $7.7M) represent approximately 31% of core audit fees ($24.5M), which is well below the 50% threshold that would raise independence concerns. Auditor tenure is not disclosed in the proxy so the tenure trigger cannot fire per policy, and no material financial restatements were identified. KPMG is a Big 4 firm fully appropriate for a $60 billion market cap company.
Overall Assessment
Baker Hughes' 2026 annual meeting presents a clean ballot with no significant governance concerns — the company's exceptional 3-year total shareholder return of +140.5% far outperforms its disclosed peer group, the CEO's compensation is structured with 90% at-risk pay tied to measurable performance metrics, and KPMG's non-audit fees are well within independence guidelines. All ten director nominees and the auditor ratification receive FOR determinations; the say-on-pay vote also receives a FOR given strong pay-for-performance alignment and 92.9% prior-year shareholder support.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing