Gregory D. Brenneman
Baker HughesAbout Gregory D. Brenneman
Independent director of Baker Hughes Company (BKR); age 63; director since 2017. Currently Finance Committee Chair and Audit Committee member (designated Audit Committee Financial Expert); effective May 1, 2025 he remains Finance Chair and moves to the Governance & Corporate Responsibility Committee . Executive Chairman of CCMP Capital Advisors since October 2016; previously CCMP Chairman (2008–2016) and President/CEO (Feb 2015–Oct 2016); founder/CEO of TurnWorks; led restructurings at Quiznos, Burger King, PwC Consulting, and Continental Airlines . The Board deems him independent; all directors (except the CEO) met Nasdaq/SEC independence in 2024, and each director attended >80% of Board and committee meetings (Board met 6 times in 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CCMP Capital Advisors, LP | Executive Chairman | Oct 2016–present | Private equity leadership; finance/investment expertise |
| CCMP Capital Advisors, LP | Chairman; President & CEO | Chairman 2008–Oct 2016; President & CEO Feb 2015–Oct 2016 | Strategic, operational leadership |
| TurnWorks, Inc. | Chairman & CEO; Founder | Since 1994 | Corporate turnarounds |
| Continental Airlines; Burger King; PwC Consulting; Quiznos | Restructuring/turnaround leader | Various years (prior roles) | Improved service, profitability, financial returns |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| The Home Depot, Inc. | Director | 2000–present | Public company board service |
| Hayward Holdings, Inc. | Director | 2021–2023 | Public company board service |
| Ecovyst Inc. | Director | 2014–2022 | Public company board service |
Board Governance
- Committee assignments: Finance Committee Chair; Audit Committee member and Audit Committee Financial Expert (through April 30, 2025); effective May 1, 2025 Finance Chair and Governance & Corporate Responsibility Committee member .
- Committee workloads (2024): Audit (5 meetings), Finance (4), Governance & Corporate Responsibility (5), Human Capital & Compensation (5) .
- Independence: Board determined all nominees other than the CEO are independent; Brenneman is independent .
- Attendance: Each director attended >80% of Board and applicable committee meetings; Board met 6 times in 2024 .
- Lead Independent Director framework in place; transition to John G. Rice as Lead Independent Director effective May 1, 2025 (supports strong independent oversight) .
Fixed Compensation
| Year | Component | Amount |
|---|---|---|
| 2024 | Fees earned or paid in cash | $150,000 |
| 2024 | Stock awards (RSUs; grant-date fair value) | $175,000 |
| 2024 | All other compensation (dividend equivalents and deferred fee mechanics) | $65,408 |
| 2024 | Total | $390,408 |
| Program (2024) | Director annual cash retainer | $120,000 |
| Program (2024) | Annual RSU grant (grant-date fair value) | $175,000 |
| Program (2024) | Committee chair/member fees | Lead $35,000; Audit Chair $25,000; Other Chair $20,000; Audit Member $10,000; Other Member $7,500 |
| Program (2025 update) | Director annual cash retainer | $125,000 |
| Program (2025 update) | Annual RSU grant (grant-date fair value) | $180,000 |
| Program (2025 update) | Chair/member fees | Lead $40,000; Audit Chair $25,000; HCC Chair $25,000; Other Chair $20,000; Audit Member $10,000; Other Member $7,500 |
Notes
- 2024 annual RSU award vested on grant; share count determined by $175,000 ÷ $32.09 (closing price on May 22, 2024) .
- Deferral elections: Brenneman elected to receive 2024 director fees in Common Stock and defer delivery into DSUs; DSUs in lieu of 2024 cash retainer totaled 4,332 .
- Director Deferral Plan amended May 22, 2024; beginning in 2025 DSUs settle in shares upon board departure, with dividend equivalents for new awards accrued as additional DSUs; prior awards (pre-2025) paid dividend equivalents in cash .
Performance Compensation
| Element | Structure | Metrics | Vesting/Settlement |
|---|---|---|---|
| Annual director equity grant | RSUs; grant-date fair value-based | None (no performance-conditioned director equity) | 2024 grants vested immediately; share count set by $175,000 ÷ $32.09; may be deferred as DSUs, settling upon board departure under amended plan |
There are no PSUs, options, or performance metrics tied to non-employee director compensation; awards are time-vested RSUs with optional deferral to DSUs .
Other Directorships & Interlocks
| Relationship | Detail | Conflict assessment |
|---|---|---|
| CCMP Capital Advisors | Executive Chairman at private equity firm | No BKR-related party transactions disclosed involving Brenneman; related party transactions section lists unrelated items . |
| Public boards | Home Depot (current), Hayward (2021–2023), Ecovyst (2014–2022) | No interlocks with BKR compensation committee noted; HCC membership excludes Brenneman . |
Expertise & Qualifications
- Finance, investment, global business, and human resources expertise; designated Audit Committee Financial Expert .
- Turnaround operator across multiple large brands and industries (airlines, restaurants, consulting) .
- Extensive public company board experience (Home Depot; prior Hayward, Ecovyst) .
Equity Ownership
| Measure | Amount |
|---|---|
| Shares owned (as of March 24, 2025) | 16,842 |
| Shares subject to options/RSUs vesting by May 23, 2025 | 84,925 |
| Total beneficial ownership | 101,767 |
| Aggregate DSUs outstanding (Dec 31, 2024) | 49,012 |
| DSUs received in 2024 in lieu of cash fees | 4,332 |
| Director ownership guideline | 5× base retainer; compliance: all directors compliant or on track |
| Hedging/pledging | Prohibited for directors and executive officers |
Governance Assessment
- Strengths: Independent director with deep finance and turnaround expertise; serves as Finance Committee Chair overseeing capital structure, financing, capital plan, dividends, repurchases, investor relations, and insurance—key levers for shareholder returns . Designated Audit Committee Financial Expert with prior Audit membership, supporting financial reporting oversight; strong attendance; robust stock ownership and anti-hedging/pledging policies enhance alignment .
- Alignment signals: Deferral of fees and RSU into DSUs that settle upon departure increases long-horizon alignment; significant DSU holdings indicate sustained equity exposure .
- Potential risks/conflicts: Private equity leadership (CCMP/TurnWorks) could present deal-flow overlaps, but no related-party transactions disclosed involving Brenneman; Board policies require recusal and GCR Committee review of related person transactions .
- Overall: Governance posture is supportive of investor confidence—independence, finance/audit expertise, and alignment via DSUs; no disclosed red flags (no pledging/hedging; Section 16 compliance met; strong say-on-pay support at 95.2% in 2024 indicating shareholder confidence in compensation governance) .