Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On October 19, 2022, Baker Hughes Company (the "Company") announced that
effective November 2, 2022, Nancy Buese has been appointed Chief Financial
Officer of the Company. Ms. Buese will succeed Brian Worrell who will be
transitioning out of his current role of Chief Financial Officer effective
November 2, 2022 and will serve as Advisor of the Company through Q2 2023. The
Company thanks Mr. Worrell for his significant contributions to the Company and
wishes him success in his future endeavors.
Ms. Buese, aged 52, most recently served as Executive Vice President and Chief
Financial Officer of Newmont Corporation from October 2016 until earlier this
year. Prior to her role at Newmont, Buese spent more than a decade as EVP & CFO
of MarkWest Energy Partners, a leader in gathering, processing, and
transportation of hydrocarbons, as well as EVP & CFO of MPLX (a subsidiary of
Marathon Petroleum) following MPLX's acquisition of MarkWest. Buese began her
career in public accounting, starting as an accountant for Arthur Andersen and
rising to be a partner at Ernst & Young until 2003. She also has extensive board
experience, serving on the board and chairing the audit committee for UMB
Financial Corporation from 2009 - 2017. She has served on the board of Williams
Companies since 2018.
In connection with her appointment as Chief Financial Officer, Ms. Buese entered
into an offer letter (the "Offer Letter") with the Company setting forth the
terms of her employment and compensation. Pursuant to the Offer Letter, Ms.
Buese will be entitled to an initial annual salary of $900,000. Beginning in
2023, Ms. Buese will be eligible for certain short-term incentive awards with a
target bonus of 100% of her base salary, with the actual payout to be based on
company and individual performance. Ms. Buese will also be eligible for certain
annual long-term incentive awards under the terms and conditions of the
Company's long-term incentive program commencing in 2023 with a current annual
target of $3,500,000. Subject to board approval, Ms. Buese will also receive a
sign on restricted stock unit ("RSU") award with a target value of $5,000,000.
The sign on RSU award will vest ratably over three years from the date of grant,
subject to Ms. Buese's continued employment. Lastly, Ms. Buese will receive a
cash sign-on award of $2,000,000 which is subject to full repayment if Ms. Buese
voluntarily resigns her employment with the Company for any reason or should her
employment with the Company be terminated by the Company for cause (to be
determined, in the sole discretion of the Company), within eighteen months of
her hire date.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
101.SCH* Inline XBRL Schema Document
101.CAL* Inline XBRL Calculation Linkbase Document
101.LAB* Inline XBRL Label Linkbase Document
101.PRE* Inline XBRL Presentation Linkbase Document
101.DEF* Inline XBRL Definition Linkbase Document
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in
Exhibit 101)
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