Cynthia B. Carroll

About Cynthia B. Carroll

Cynthia B. Carroll, age 68 as of May 20, 2025, is an independent director of Baker Hughes (BKR) serving since 2020; she currently chairs the Human Capital & Compensation Committee (HCC) and has served as an Audit Committee member designated as an Audit Committee Financial Expert, with her committee assignments transitioning to HCC Chair and Governance & Corporate Responsibility (GCR) member effective May 1, 2025 . Carroll is the former CEO of Anglo American plc (2007–2013), held senior executive roles at Alcan, and began her career as a geologist at Amoco . The Board has affirmed her independence, noting her son’s employment at the company does not constitute a related person transaction or a material interest; attendance exceeded 80% of Board and committee meetings in 2024 and all directors attended the 2024 Annual Meeting .

Past Roles

External Roles

Board Governance

• Committee assignments and independence
  • Current: HCC Chair; Audit Committee Member; Audit Committee Financial Expert; Independent director .
  • Effective May 1, 2025: HCC Chair; GCR Member; remains independent .
  • Independence specific to Ms. Carroll: Board determined independence notwithstanding son’s employment; no related person transaction; no material interest; son is emancipated and not in same household .
• Attendance and engagement
  • Board met 6 times in 2024; each director (including Carroll) attended >80% of Board and committee meetings; all directors attended 2024 Annual Meeting .
• Lead Independent Director and Board structure
  • Lead Independent Director duties include agenda review, leading executive sessions, evaluation processes; W. Geoffrey Beattie currently, transitioning to John G. Rice effective May 1, 2025 .
• Committee workloads (2024)
  • Audit: 5 meetings; Finance: 4; GCR: 5; HCC: 5 .

Fixed Compensation

• Director Deferral Plan: Directors may elect to defer cash fees and RSUs into DSUs; plan amended May 22, 2024 to settle DSUs in shares upon board departure; beginning in 2025, RSUs automatically deferred as DSUs for settlement after service ends; dividend equivalents on DSUs accrue quarterly from 2025 (cash for awards prior to 2025, except Ms. Edwards) . Ms. Carroll’s 2024 DSU outstanding shows “—”, indicating no deferral balance as of year-end 2024 .

Performance Compensation

Directors do not receive performance-conditioned equity; annual equity is delivered as RSUs (or DSUs if deferred) to align with shareholder outcomes, generally vesting on grant for 2024 and expected to be deferred as DSUs from 2025 onward .

Other Directorships & Interlocks

• No related party transactions disclosed between Baker Hughes and entities where Carroll serves as director; Board prohibits personal loans to directors and requires recusal from conflicted matters; GCR committee reviews related person transactions per Item 404 policies .
• Director ownership/hedging/pledging restrictions apply to all directors; no pledging or hedging permitted .

Expertise & Qualifications

• Audit Committee Financial Expert; deep operational/industrial experience; sustainability and environmental expertise; technology and operational credentials noted in BKR’s director skills matrix and biography .
• HCC oversight scope includes compensation philosophy, succession planning, diversity & belonging practices, incentive risk, clawbacks, equity plans, and director compensation .
• Audit committee oversight includes financial reporting, internal controls, whistleblower complaints, cybersecurity, privacy, AI risk, and complex projects .

Equity Ownership

• Director Stock Ownership Guidelines: Directors must own at least 5× base retainer in Baker Hughes stock; Governance & Corporate Responsibility Committee reviews annually; all directors are compliant or on track within the five-year window .
• Insider Trading Policy: Prohibits hedging/derivatives and pledging by directors and executive officers; Section 16(a) compliance was timely in 2024 .

Governance Assessment

• Strengths

  • Committee leadership: Carroll chairs HCC, directly influencing pay-for-performance design, succession planning, clawbacks, and compensation risk oversight; in 2024 HCC determined policies were not reasonably likely to have a material adverse effect .
  • Independence affirmed despite son’s employment; Board found no direct or indirect material interest; independence requirements met .
  • Attendance and engagement: >80% attendance and Annual Meeting participation indicate adequate engagement; formal director training plan instituted, including AI and cybersecurity topics, enhancing board effectiveness .
  • Shareholder support: 2024 say‑on‑pay approval of 95.2% suggests alignment of compensation oversight with shareholder expectations .
  • Alignment policies: No hedging/pledging; robust clawback policy adopted in Oct 2023 covering restatements and certain misconduct, enhancing investor protection .

• Potential concerns and mitigants

  • Multiple external boards (Glencore, Pembina) can pose time allocation risk; mitigated by documented attendance and committee work .
  • Related-person exposure: son employed by BKR; Board assessed and concluded immaterial with no related party transaction; independence maintained .
  • Pay mix: Directors receive immediately vesting RSUs (2024); from 2025 RSUs auto-deferred as DSUs, improving long-term alignment via share delivery at end of service .

• Signals impacting investor confidence

  • Clear committee responsibilities across compensation, sustainability, cyber/AI risk, and HSE reflect mature governance processes .
  • Ownership guidelines and deferral design encourage “skin-in-the-game”; Carroll’s reported share ownership supports alignment .