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
BKR's 3-year total shareholder return of +139.8% outperforms the company-disclosed peer group median of +30.1% by +109.7 percentage points, well above the 65-point threshold required to trigger a concern for a company with strong positive returns; no overboarding, attendance, or independence issues apply.
Director since 2017 with strong tenure; BKR's 3-year TSR substantially outperforms the peer group, so no TSR trigger fires; Rice holds one outside public board seat (AIG), well within the four-seat limit; no other policy flags identified.
Joined in 2024, fewer than 24 months ago, making him exempt from the TSR trigger under policy; holds no other public company board seats; serves on the Audit Committee with disclosed financial expertise as a designated financial expert.
Director since 2017; BKR's peer-relative TSR performance is strongly positive and does not trigger a concern; holds no current public company board seats; no overboarding, attendance, or independence issues.
Director since 2017; BKR's peer-relative TSR well exceeds policy thresholds in favor of shareholders; Brenneman holds one outside public board seat (Home Depot), within limits; no policy flags identified.
Director since 2020; BKR's strong 3-year TSR outperformance versus peers means the TSR trigger does not apply; Carroll holds one other public board seat (Pembina Pipeline); a familial relationship is noted (son employed starting April 2026) but the relationship is with a non-senior-management employee at a modest compensation level, and the Board approved the arrangement with appropriate oversight, limiting the governance concern.
Director since 2022; BKR's peer-relative TSR substantially outperforms the peer group; Dumais holds no other public company board seats; no overboarding, attendance, or independence issues.
Joined in 2024, fewer than 24 months ago, making her exempt from the TSR trigger under policy; holds two other public board seats (Solventum, Appian), within the four-seat limit; serves on the Audit Committee as a designated financial expert with a CPA background.
New nominee with no prior tenure on this board, so the TSR trigger does not apply; brings strong industrial and energy-technology executive experience; holds one other public board seat (A.O. Smith), within limits; no policy flags identified.
Director since 2023; BKR's peer-relative TSR substantially outperforms the peer group; Sohi holds one other public board seat (STERIS), within limits; the Board reviewed and addressed the Freudenberg commercial relationship and confirmed no material conflict, supporting the independence designation.
All ten director nominees receive a FOR vote. BKR's 3-year total shareholder return of +139.8% outperforms the company-disclosed compensation peer group median of +30.1% by +109.7 percentage points, far exceeding the 65-point threshold applicable for a company with strong positive returns, so the TSR trigger does not fire for any director. No director exceeds the four-board overboarding limit, two directors (Al Gudaimi and Edwards) joined within the past 24 months and are exempt from the TSR trigger, and the new nominee (Kadri) has no prior tenure. Attendance across the board was above 90% for all continuing directors. The familial relationship involving Carroll's son and Simonelli's family member are noted but do not rise to the level of a policy trigger under the standards applied.
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 chief executive of a $60 billion market-cap energy technology company, and prior-year shareholder support of 92.9% reflects strong investor alignment with no remediation concerns. Pay mix is heavily performance-weighted — approximately 90% of the CEO's target compensation is variable and at risk, with 60% of long-term incentives in performance stock awards tied to free cash flow conversion, return on invested capital, and relative total shareholder return over a three-year period, satisfying the policy requirement for meaningful long-term performance conditions. BKR's 3-year total shareholder return of +139.8% substantially outperforms the peer group, confirming that above-target incentive payouts (including the 2023 performance stock awards earned at approximately 201% of target) are consistent with actual shareholder outcomes, and the company maintains a comprehensive clawback policy covering both financial restatements and misconduct.
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, totaling $7.7M) represent approximately 31% of core audit fees of $24.5M, which is well below the 50% threshold that would raise independence concerns. KPMG's tenure is not disclosed in the proxy, so the tenure trigger cannot fire under policy — the absence of tenure disclosure is noted as a minor negative factor but does not change the vote. KPMG is a Big 4 firm appropriate for a company of BKR's size and complexity, and the Audit Committee pre-approved all fees.
Overall Assessment
The Baker Hughes 2026 annual meeting ballot contains five proposals: election of ten directors, an advisory vote on executive compensation, ratification of KPMG as auditor, approval of a new long-term incentive plan, and approval of an amended employee stock purchase plan. All three standard governance proposals (director elections, say on pay, auditor ratification) receive FOR votes — BKR's exceptional 3-year total shareholder return of +139.8% versus a peer median of +30.1% supports the full director slate, compensation is heavily performance-linked with strong prior-year shareholder support of 92.9%, and KPMG's non-audit fee ratio of approximately 31% is comfortably below the independence threshold; the two equity plan proposals are not evaluated as that proposal type is outside the current policy scope.
Compensation Peer Group
16 companies disclosed in 2026 proxy filing