BKR Baker Hughes Holdings LLC

Item 5.02. Other Events; Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 14, 2020, the Compensation Committee of the Board of Directors (the “Committee”) of Baker Hughes Company (the “Company”) approved the grant of certain transformation incentive awards (the “Transformation Incentive Awards”) to the Company’s Chief Executive Officer, Chief Financial Officer and other named executive officers.

In determining to grant the Transformation Incentive Awards, the Committee considered the need to further align, focus and retain the senior leadership who are critical to the execution of transformative commitments over the pivotal upcoming three-year period. Consisting of 100% at-risk performance units, any potential future payouts under these awards are fully contingent upon achieving key financial and strategic metrics designed to position the Company at the forefront of the energy transition and effectively evolve the Company alongside the changing energy landscape.

The Transformation Incentive Awards cover the period from January 1, 2021 through December 31, 2023 and have a potential payout ranging from zero to 200% of target depending on Company performance against predetermined goals that measure both our relative performance against our peers and other Company strategic transformational objectives. The Transformation Incentive Awards for our named executive officers will be paid, if at all, in cash in early 2024, after the conclusion of the three-year performance cycle. If the employment of one of our named executive officers terminates voluntarily prior to the conclusion of the three-year performance period, the Transformation Incentive Award will be forfeited and upon certain involuntary terminations of employment, the service condition applicable to the Transformation Incentive Award will be satisfied. Upon a change in control of the Company, the performance condition applicable to the Transformation Incentive Award will be satisfied at target.

The following table sets forth the target value of the Transformation Incentive Award granted to each of our named executive officers.

The descriptions of the Transformation Incentive Awards are qualified in their entirety by the text of Form of Transformation Incentive Award Agreement.