Georgia Magno
Baker HughesAbout Georgia Magno
Chief Legal Officer at Baker Hughes (BKR); age 46; joined Baker Hughes in 2010 after international litigation roles at Cleary Gottlieb and Weil, Gotshal & Manges LLP. Education: J.D. (Università di Bologna) and LL.M. (Harvard Law School); admitted to practice in both Italy and the U.S. . Promoted to Chief Legal Officer on January 1, 2024, previously Vice President and General Counsel for the Industrial & Energy Technology (IET) segment . Company performance underpinning pay-for-performance: 2024 financial results exceeded targets (Revenue $27.8B, Adjusted EBITDA $4.6B, Adjusted EBITDA Margin 16.5%, FCF $2.26B) and TSR strong over 1/3/5 years (+23%, +84%, +86%), driving above-target bonus outcomes and PSU payouts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Baker Hughes | Chief Legal Officer | 2024–Present | Leads global legal function; transitioned to U.S. in Sep 2024 at company request (housing, immigration support) |
| Baker Hughes | VP & General Counsel, IET segment | Not disclosed | Legal leadership across IET portfolio; multi-country responsibility |
| Baker Hughes | General Counsel, Global Supply Chain | Not disclosed (joined company in 2010) | Built legal frameworks for global supply chain operations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cleary Gottlieb Steen & Hamilton LLP | International Litigator | Not disclosed | Complex cross-border litigation exposure |
| Weil, Gotshal & Manges LLP | International Litigator | Not disclosed | High-stakes litigation experience |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus ($) | Actual Bonus ($) | All Other Compensation ($) |
|---|---|---|---|---|
| 2024 | 650,000 | 650,000 (100% of salary) | 910,000 (140%) | 215,678 |
2024 Perquisites and Other Compensation Detail
| Item | Amount ($) |
|---|---|
| Life Insurance Premiums | 778 |
| Company Contributions to Retirement & Savings Plans | 16,750 |
| Housing Payment (U.S. transfer) | 112,143 |
| Dividend Equivalents | 26,093 |
| Immigration and Tax Preparation Services | 4,747 |
| Payments towards End of Employment Benefit (Italy) | 45,352 |
| Other (travel allowances, car, fuel vouchers, flexible benefits) | 9,816 |
| Total | 215,678 |
Performance Compensation
2024 Short-Term Incentive Plan (STIP) – Company Metrics
| Metric | Weight | Threshold | Target | Maximum | Actual | 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% |
| FCF ($) | 25% | 1.75B | 2.05B | 2.50B | 2.26B | 146% | 37% |
| Total (Financial Metrics, 70% weight) | — | — | — | — | — | — | 108% |
Strategic Blueprint priorities (Safety & Compliance; Growth & Transformation; Sustainability & Leadership; Shareholder Returns) delivered a total weighted payout of 32% (payout multiple 107%) . As an NEO, Magno’s final STIP outcome was 140% of target (actual $910,000) .
2024 Long-Term Incentive (LTI) Grants (Target Mix)
| Award Type | Target Value ($) | Vesting | Performance Design |
|---|---|---|---|
| PSUs | 600,000 | 3-year, cliff vest end of period (scheduled Jan 2027) | 50% Relative FCF conversion vs OSX+TechnipFMC; 50% Absolute ROIC (cumulative average); TSR modifier ±50%; period 2023–2026 |
| RSUs | 600,000 | Vest ratably 1/3 per year over 3 years |
Historical PSU Payouts
| PSU Grant Year | Metric Component | Weight | Result | Percentile/Level | Payout Multiple | Weighted Payout |
|---|---|---|---|---|---|---|
| 2022 | Relative FCF Conversion | 50% | 47.8% | 87% percentile | 150% | 75% |
| 2022 | 3yr Abs Change ROIC | 25% | 17% | 73% percentile | 146.8% | 36.7% |
| 2022 | 3yr Cum Avg ROIC | 25% | 8.9% | 27% percentile | 53.4% | 13.35% |
| 2022 | Weighted Payout (pre-TSR) | — | — | — | — | 125.05% |
| 2022 | TSR Modifier | — | +85% cumulative TSR | 67% percentile | 1.334x | Total: 166.82% |
Equity Ownership & Alignment
Beneficial Ownership (as of Mar 24, 2025)
| Holder | Shares Owned | Options/RSUs Exercisable/Vesting by May 23, 2025 | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Georgia Magno | 22,338 | 16,016 | 38,354 | <1% |
- Stock awards vested in 2024: 13,719 shares; value realized $419,539 .
- Stock ownership guidelines: executive officers reporting to the CEO must hold shares equal to 2x base salary within five years; all NEOs were in compliance in 2024 .
- Hedging and pledging prohibited for directors and executive officers per Insider Trading Policy and Governance Principles .
Outstanding Awards and Vesting Schedules (Georgia Magno)
| Grant Date | Instrument | Quantity | Terms |
|---|---|---|---|
| 7/31/2017 | Stock Options (exercisable) | 2,417 | Exercise $36.89; expires 7/31/2027 |
| 1/22/2018 | Stock Options (exercisable) | 3,552 | Exercise $35.55; expires 1/22/2028 |
| 1/23/2019 | Stock Options (exercisable) | 10,047 | Exercise $22.98; expires 1/23/2029 |
| 1/25/2022 | RSUs | 2,503 | Vest ratably over 3 years |
| 1/25/2022 | PSUs (achieved) | 8,349 | Vested at 166.82% in Jan 2025 |
| 1/24/2023 | RSUs | 5,308 | Vest ratably over 3 years |
| 1/24/2023 | PSUs (target) | 5,308 | Scheduled to vest Jan 2026, subject to performance |
| 2/1/2024 | RSUs | 20,957 | Vest ratably over 3 years |
| 2/1/2024 | PSUs (target) | 20,957 | Scheduled to vest Jan 2027, subject to performance |
Note: Market value reference at 12/31/2024 close of $41.02 used for proxy equity valuation tables; option strikes of $22.98, $35.55, and $36.89 sit below that reference price, indicating in-the-money status at year-end 2024 .
Employment Terms
Role and Tenure
- Promoted to Chief Legal Officer on January 1, 2024 .
- Joined Baker Hughes in 2010; prior roles include VP & GC for IET, GC for global supply chain .
Severance and Change-in-Control
| Scenario | Key Elements | Illustrative Values (Magno) |
|---|---|---|
| Executive Severance Plan (involuntary termination, not CIC) | 12 months base salary; outplacement up to 12 months; continuation of benefits; pro-rata vesting rules for RSUs/PSUs | Severance $650,000; STI bonus $650,000; Outplacement $35,000; Benefits $648; Pro-rata accelerated equity $333,022; Dividend equivalents $14,827; Total $1,683,497 |
| Death | STI bonus; accelerated vesting of RSUs/PSUs; dividend equivalents | STI $650,000; Accelerated equity $2,257,454; Dividend equivalents $58,288; Total $2,965,741 |
| Change-in-Control | Double-trigger protections mandated under plan; specific payouts detailed in proxy | Double-trigger structure (no single-trigger windfalls) |
Clawback and Trading Policies
- Clawback: Adopted Oct 2023; recoup incentive comp on accounting restatements and for misconduct causing material metric inaccuracies; applies to current/former Section 16 officers .
- Insider Trading Policy: prohibits short-term trading, short sales, derivative transactions, hedging, margin accounts, pledging, and sets Rule 10b5-1 parameters (waiting periods, preclearance) .
Investment Implications
- Strong pay-for-performance linkage: 2024 STIP metrics heavily weighted to Adjusted EBITDA and margin drove above-target payouts; Magno’s bonus at 140% reflects company over-delivery across financials and strategy .
- Retention levers: Significant unvested RSUs and PSUs scheduled through 2026–2027, plus in-the-money legacy options at 2024 year-end reference price, reduce near-term attrition risk while creating potential vest-driven selling windows to monitor .
- Alignment and governance quality: Ownership guidelines at 2x salary with 2024 NEO compliance, plus strict prohibitions on hedging/pledging and a robust clawback, indicate strong alignment and lower governance risk signals .
- Shareholder support: Elevated say-on-pay approval (95.2% in 2024; 87.9% in 2023) suggests investors view compensation design and outcomes favorably, reducing headline risk around executive pay .