Ilham Kadri
Baker HughesAbout Ilham Kadri
Dr. Ilham Kadri (age 56) will join Baker Hughes’ Board as an independent director effective May 1, 2025. She is currently Chief Executive Officer of Syensqo S.A. (since December 2023, following the separation of Solvay into Solvay S.A. and Syensqo S.A.) and previously served as CEO of Solvay S.A. (2019–Dec 2023) and CEO/President of Diversey, Inc., with earlier senior roles at Shell, UCB, Huntsman, Dow, and Sealed Air; the Board cites her leadership, financial, operational, risk management, cybersecurity, environmental, and sustainability expertise, and public company board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Syensqo S.A. | Chief Executive Officer | Dec 2023 – present | CEO experience; multinational leadership; sustainability, risk, cybersecurity expertise |
| Solvay S.A. | Chief Executive Officer | 2019 – Dec 2023 | Leadership across global materials; operational and financial oversight |
| Diversey, Inc. | Chief Executive Officer and President; led spin-off/divestiture to Bain Capital | Not disclosed | Transformation and portfolio actions |
| Shell plc; UCB; Huntsman Corp.; Dow Chemical; Sealed Air | Senior leadership roles | Not disclosed | Industrial, operations, and global market experience |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| L’Oréal S.A. | Director | 2021 – present | Not disclosed |
| A. O. Smith Corporation | Director | 2016 – present | Not disclosed |
Board Governance
- Committee assignments (effective May 1, 2025): Audit Committee member and designated Audit Committee Financial Expert; Human Capital & Compensation Committee member .
- Independence: The Board determined all nominees other than the CEO are independent under Nasdaq/SEC standards; Ilham Kadri is listed as independent in the nominee matrix .
- Attendance (context): In 2024, the Board held 6 meetings; all incumbent directors attended >80% of Board and committee meetings and attended the Annual Meeting; Kadri was not yet on the Board in 2024 .
- Term/refresh: Annual election with one-year terms; 15-year director term limit (CEO excepted) and retirement age 75 (limited exceptions); formal director training plan instituted, including AI and cybersecurity topics .
| Committee | Role | Effective Date |
|---|---|---|
| Audit Committee | Member; Audit Committee Financial Expert | May 1, 2025 |
| Human Capital & Compensation Committee | Member | May 1, 2025 |
Fixed Compensation
| Component | 2025 Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Paid to non-employee directors; committee fees in addition |
| Lead Director retainer | $40,000 | For Lead Independent Director (not Kadri) |
| Committee chair – Audit | $25,000 | Chair fee |
| Committee chair – Human Capital & Compensation | $25,000 | Chair fee |
| Other committee chair | $20,000 | Chair fee |
| Audit Committee member | $10,000 | Member fee |
| Other committee member | $7,500 | Member fee |
Notes:
- 2024 non-employee director cash retainer was $120,000; increased to $125,000 for 2025 .
- Directors may elect to receive annual retainers and committee fees in Common Stock via the Non‑Employee Director Deferral Plan; beginning 2025, all deferred fees settle in shares when the director leaves the Board .
Performance Compensation
| Equity Component | Grant Value | Vesting/Settlement | Performance Metrics |
|---|---|---|---|
| Annual RSU grant (non-employee directors) | $180,000 (grant-date value, on Annual Meeting date) | Under Amended Deferral Plan, RSUs are deferred as DSUs and settled in shares upon Board departure | None disclosed for director equity; 2024 RSU awards vested on grant for incumbents |
Notes:
- In 2024, each non-employee director received immediately vesting RSUs at $175,000 fair value, with shares calculated using the $32.09 closing price on grant date; several directors elected deferral into DSUs under the Deferral Plan .
- As of 2025, the Amended Deferral Plan mandates RSU deferral to DSUs with dividend equivalents credited as additional DSUs (for awards beginning 2025), settled in shares upon departure .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Relationship with BKR |
|---|---|---|---|
| L’Oréal S.A. | Consumer/Beauty | Director | None disclosed in proxy |
| A. O. Smith Corporation | Industrials (water heating/treatment) | Director | None disclosed in proxy |
- No related-party transactions or interlocks involving Kadri are disclosed; the proxy discusses independence reviews and related-person considerations for other directors but does not identify any for Kadri .
Expertise & Qualifications
- Board-cited qualifications: multinational CEO leadership; extensive international experience (Europe, U.S., Middle East, Africa); industry knowledge; service on other public company boards; operational, risk management, cybersecurity, environmental, and sustainability expertise .
- Skills matrix indicates public-company CEO experience is represented on the Board and high prevalence of global, finance/accounting, risk/cybersecurity, sustainability, and HR/talent development skills across nominees .
Equity Ownership
| Holder | Shares Owned (Mar 24, 2025) | Options/RSUs Exercisable or Vested by May 23, 2025 | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Ilham Kadri | — | — | — | — (less than 1%) |
- Director stock ownership requirement: Each non-employee director is expected to own at least five times his or her annual base retainer in Common Stock, to be achieved within five years of Board service; Governance & Corporate Responsibility Committee reviews annually .
- Hedging/pledging: Directors and executive officers are prohibited from hedging or pledging Company stock under the Insider Trading Policy and Governance Principles .
- Deferrals: Beginning in 2025, RSU awards are automatically deferred as DSUs and settle in shares upon departure; dividend equivalents on 2025 awards accrue as DSUs quarterly .
Governance Assessment
- Positive signals: Independent director with CEO-level financial and operating expertise; designated Audit Committee Financial Expert (supports audit oversight quality); simultaneous HCC membership adds human capital/succession perspective; strict anti-hedging/pledging and robust ownership guidelines strengthen alignment .
- Alignment/ownership: As of March 24, 2025, Kadri had no BKR share ownership reported pre‑appointment; policy provides five years to reach ownership guideline, and RSU/DSU structure increases long-term exposure to equity .
- Time‑commitment observation: Concurrent roles as Syensqo CEO and director at L’Oréal and A. O. Smith indicate significant outside commitments; monitoring of Board attendance and engagement post‑appointment is warranted, though 2024 attendance standards were met by incumbents and a formal director training plan is in place .
- Conflicts/related parties: No related-party transactions or interlocks involving Kadri are disclosed; Board independence determinations affirmed for all nominees except the CEO .
RED FLAGS
- None disclosed regarding related-party transactions, pledging/hedging, or attendance; equity ownership was nil pre‑appointment (expected to evolve under RSU/DSU program and ownership guidelines) .