Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On May 19, 2023, Baker Hughes Company (the "Company") announced that Rebecca
Charlton has been appointed Senior Vice President, Controller and Chief
Accounting Officer of the Company, with an anticipated effective date of June 1,
2023 (the "Effective Date"). Ms. Charlton will succeed Kurt Camilleri who will
be transitioning out of his current role of Senior Vice President, Controller
and Chief Accounting Officer on the Effective Date and will assist with the
transition of his duties to Ms. Charlton until his departure from the Company in
the third quarter of 2023. Mr. Camilleri's departure is not the result of any
dispute or disagreement with the Company on any matter relating to the Company's
accounting practices or financial statements. The Company thanks Mr. Camilleri
for his significant contributions to the Company and wishes him success in his
future endeavors.
Ms. Charlton, age 45, most recently served as Vice President, Financial Planning
& Analysis of Newmont Corporation ("Newmont"), a global gold mining company,
from March 2022 until earlier this year. She joined Newmont in July 2019 as the
Regional Chief Financial Officer for the South America region. Prior to her role
at Newmont, Ms. Charlton was Chief Financial Officer, International Operations
of CMOC International, a global mining company, from October 2016 to October
2018 and held a variety of finance roles with Anglo American, a global mining
company, between May 2006 and September 2016. Ms. Charlton began her career in
public accounting, starting as an accountant for PwC from January 1998 to May
2006.
In connection with her appointment as Controller and Chief Accounting Officer,
Ms. Charlton 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. Charlton will be entitled to an initial annual base salary of
$400,000. Ms. Charlton will be eligible for certain short-term incentive awards
with a target bonus of 100% of her salary prorated based upon her start date,
with the actual payout subject to company and individual performance. Ms.
Charlton 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 2024 with a current annual target of $600,000. Ms. Charlton will
also receive a sign-on restricted stock unit ("RSU") award with a target value
of $1,000,000. The sign-on RSU award will vest ratably over three years from the
date of grant, conditional on Ms. Charlton's continued employment. Ms. Charlton
will also receive a cash sign-on award of $500,000 which is subject to full
repayment if Ms. Charlton 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. The Company will provide Ms. Charlton
with standard relocation benefits in accordance with the Baker Hughes U.S.
Executive Domestic Relocation benefit program, and the Company has agreed to
reimburse Ms. Charlton for up to $100,000 in the event of certain contingencies.
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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