Fernando Contreras
Baker HughesAbout Fernando Contreras
- Vice President, Chief Compliance Officer & Corporate Secretary at Baker Hughes (BKR); he signs the company’s SEC filings and proxy materials in this capacity (e.g., 8-Ks dated Apr 22, 2025; Jul 22, 2025; Oct 23, 2025; Aug 18, 2025; and the 2025 Proxy notice) .
- His office oversees insider trading compliance and pre-clearance; the updated Insider Trading Policy (effective Jul 25, 2024) lists the Corporate Secretary’s office as gatekeeper for trade pre-clearance and Rule 10b5‑1 plans and prohibits hedging/pledging by executive officers and directors .
- Company performance context during his tenure: 2024 orders $28.2B, revenue $27.8B, free cash flow $2.26B; adjusted EBITDA +22% YoY with EBITDA margin 16.5%; TSR +23% (1-yr), +84% (3-yr), +86% (5-yr) cited in the 2025 Proxy .
Past Roles
| Organization | Role | Years | Strategic Impact / Evidence |
|---|---|---|---|
| Baker Hughes Company | VP, Chief Compliance Officer & Corporate Secretary | 2023–2025 (evidenced) | Signs 8‑Ks and Proxy; Corporate Secretary’s office runs insider-trade pre‑clearance and policy updates (Insider Trading Policy Rev 4 effective Jul 25, 2024) |
External Roles
- No public-company directorships or external board roles for Contreras are disclosed in the 2025 Proxy or 2024 10‑K; he is not listed among director nominees nor among the executive officers enumerated in Item 10 of the 10‑K .
Fixed Compensation
- Individual pay (base salary, target bonus) for Contreras is not disclosed; the proxy’s Compensation Discussion & Analysis covers named executive officers (NEOs) only, and he is not included in the 2024 NEO cohort .
- Baker Hughes’ executive pay framework comprises base salary, short‑term incentive (STI) and long‑term incentive (LTI) equity; STI is 70% financial/30% strategic, with max 200% of target per component .
Performance Compensation
2024 Short-Term Incentive (Company Plan Design and Outcome)
| Metric | Weight | Threshold | Target | Maximum | Actual 2024 | Payout Multiple | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Revenue ($) | 10% | $26B | $27.5B | $29.5B | $27.8B | 116% | 12% |
| Adjusted EBITDA ($) | 25% | $4.0B | $4.3B | $4.7B | $4.6B | 173% | 43% |
| Adjusted EBITDA Margin (%) | 10% | 14.5% | 15.6% | 17.0% | 16.5% | 163% | 16% |
| Free Cash Flow ($) | 25% | $1.75B | $2.05B | $2.50B | $2.26B | 146% | 37% |
| Financials Total | 70% | 154% | 108% | ||||
| Strategic Blueprint | 30% | Mixed (Met/Exceeded) | 107% | 32% | |||
| Total Corporate Funding | 100% | 140% |
Notes: STI applies to “executive officers” under the Executive Officer Short‑Term Incentive Compensation Plan; above-target corporate funding was 140% for 2024 .
Long-Term Incentive (Design and Recent Payouts)
- 2024 annual LTI structure for executives: mix of Performance Share Units (PSUs) and Restricted Stock Units (RSUs); PSUs vest on 3‑year performance (2024–2026); RSUs vest 1/3 annually over 3 years .
- PSU metrics and mechanics: 50% Relative FCF Conversion (vs OSX + TechnipFMC); 50% absolute ROIC; TSR acts as a ±50% modifier vs OSX + TechnipFMC + S&P 500 Industrials median over the 3‑yr period .
2022 PSU Payout (Performance Period ended 12/31/2024)
| Component | Weight | Result | Percentile | Payout Multiple | Weighted Payout |
|---|---|---|---|---|---|
| Relative FCF Conversion | 50% | 47.8% | 87% | 150% | 75.0% |
| ROIC – 3yr Absolute Change | 25% | 17% | 73% | 146.8% | 36.7% |
| ROIC – 3yr Cumulative Avg | 25% | 8.9% | 27% | 53.4% | 13.35% |
| Weighted Payout (pre-TSR) | 125.05% | ||||
| TSR Modifier | +85% TSR | 67% | 1.334x | ||
| Total PSU Payout | 166.82% |
Vesting schedules: RSUs vest ratably over 3 years; PSUs vest after 3‑year performance period subject to goal attainment .
Equity Ownership & Alignment
| Policy/Item | Detail |
|---|---|
| Stock ownership guidelines | CEO 6x salary; CFO 3x; other executive officers reporting to CEO 2x; 5 years to comply; hold 75% of net shares until met . |
| Hedging/pledging | Prohibited for directors and executive officers; no derivatives, hedges, short sales, margin or pledging . |
| Trade pre‑clearance | Section 16 D&Os and ELT members must pre‑clear trades/10b5‑1 plans with Chief Legal Officer or Corporate Secretary; strict waiting periods and good‑faith requirements . |
| Contreras’ beneficial ownership | Not itemized in 2025 Proxy ownership table; he is not listed among named individuals; group ownership aggregates 16 persons (directors and current executive officers) . |
Employment Terms
| Topic | Key Terms |
|---|---|
| Executive Severance Plan (involuntary termination, not in connection with CIC) | Generally 12 months base salary and up to 12 months outplacement for executive officers; pro‑rated earned annual bonus; medical continuation typically 3 months (CEO has enhanced terms) . |
| Executive Change in Control (CIC) Plan | Double‑trigger. For non‑CEO executives: 2.0x base salary and 2.0x target bonus; pro‑rated target bonus for year of termination; 2 years of medical benefits; equity: service restrictions lapse, PSUs fixed at target (or performance to date if greater in covered transactions) . |
| Equity treatment on CIC | Upon CIC + qualifying termination within 24 months: RSU restrictions lapse; PSUs fixed at target (or better per terms in covered transactions) . |
| Clawback policy | Recovery policy adopted Oct 2023; applies to current/former Section 16 officers; recoups incentive comp after accounting restatements and allows recoupment for misconduct causing material inaccuracies in financials or performance metrics . |
Note: Plan participation is defined by the company; the CIC plan “covers top management, including the NEOs.” Specific inclusion for Contreras is not enumerated in the filings .
Performance & Track Record
- 2024 execution: $28.2B orders; $27.8B revenue; free cash flow $2.26B; adjusted EBITDA +22% YoY; EBITDA margin 16.5% .
- TSR outperformance: +23% (1‑yr), +84% (3‑yr), +86% (5‑yr) referenced in the Compensation Discussion & Analysis .
- Compliance infrastructure: Insider Trading Policy updated Jul 25, 2024; Corporate Secretary’s office leads pre‑clearance and Rule 10b5‑1 controls, with prohibitions on hedging/pledging, and event‑specific trading restrictions—indicative of strong compliance and governance processes under his remit .
Compensation Committee, Peer Benchmarks, and Say‑on‑Pay
- Say‑on‑pay: 95.2% approval at the 2024 Annual Meeting, indicating strong shareholder support for pay program design .
- Compensation Reference Group: 26 companies across industrials and energy used to benchmark pay and practices (e.g., CAT, HON, EMR, SLB, HAL, etc.) .
- Performance Peer Group: OSX constituents plus TechnipFMC for FCF and TSR comparisons; TSR modifier also references S&P 500 Industrials median .
Investment Implications
- Alignment and risk controls: Prohibitions on pledging/hedging, mandatory pre‑clearance, and an adopted clawback for Section 16 officers reduce misalignment and trading‑related risk; double‑trigger CIC with standardized multiples limits windfall optics versus single‑trigger arrangements .
- Incentive design: Executive STI linked 70% to hard financials (revenue, EBITDA, margin, FCF) and LTI PSUs tied to FCF conversion and ROIC with TSR modification—supporting pay‑for‑performance and capital discipline across cycles .
- Visibility gap: As Contreras is not a 2024 NEO nor listed among the executive officers in the 10‑K roster, individual compensation and ownership details are not disclosed, limiting direct assessment of his personal pay‑performance alignment; analysis therefore rests on company‑wide policies and plan designs .
- Governance signal: The Corporate Secretary/Compliance function’s documented strengthening of insider trading controls and trade governance (e.g., trading windows, 10b5‑1 guardrails, event‑specific freezes) is an incremental positive for retention and reputational risk management, supportive of long‑term investor confidence .