Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
(d) On May 22, 2024, the Board of Directors (the “Board”) of Baker Hughes Company (the “Company”) elected Shirley Edwards to serve as a director of the Company with a term beginning on May 22, 2024. At that time, the size of the Board will be expanded from nine to ten members.
Shirley Edwards, age 63, had a 20-year career at EY (formerly Ernst & Young LLP), most recently serving as Global Client Service Partner from 2017 to 2022. Ms. Edwards is currently a board member for Solventum Corp. (NYSE: SOLV), where she has served since 2024 and for Appian Corp. (NASDAQ: APPN), where she has served since 2022. Ms. Edwards has also served as a board member for Girls Scouts of the Nation’s Capital from 2003 to 2008 and 2014 to 2017, as a board member for Leadership Greater Washington from 2001 to 2008 and on the Pamplin College of Business Advisory Council for Virginia Tech from 2007 to 2022. Ms. Edwards holds a B.S. in Accounting from Virginia Tech and is a licensed CPA.
The Board has determined that Ms. Edwards is independent under the corporate governance requirements of Nasdaq, the Company’s Corporate Governance Principles, Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10C-1 of the Exchange Act. The Board has also determined that Ms. Edwards qualifies as an “audit committee financial expert” under Item 407(d)(5) of Regulation S-K and qualifies as a “Non-Employee Director” under Rule 16b-3 of the Exchange Act. Ms. Edwards will serve on the Audit and Human Capital and Compensation Committees of the Board.
Ms. Edwards’ compensation will be consistent with that of other non-employee directors as previously disclosed in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 2, 2024.
There are no arrangements or understandings between Ms. Edwards and any other person pursuant to which Ms. Edwards was selected as a director and there are no related party transactions between the Company and Ms. Edwards that would require disclosure under Item 404(a) of Regulation S-K. In connection with her appointment, Ms. Edwards will enter into a standard indemnification agreement with the Company in the form previously approved by the Board.
Item 8.01. Other Events
On May 22, 2024, the Board of Directors elected Lorenzo Simonelli as Chairman of the Board and W. Geoffrey Beattie as Lead Director.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |