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John G. Rice

Lead Independent Director at Baker HughesBaker Hughes
Board

About John G. Rice

John G. Rice, age 68, has served on the Baker Hughes (BKR) Board since 2017 and is an independent director. Effective May 1, 2025, he will become Lead Independent Director. Rice previously served as Chairman of GE Gas Power (Dec 2018–Aug 2020), Vice Chairman at GE (to March 2018), and CEO of GE’s Global Growth Organization (2010–2017), with earlier CEO roles at GE Technology Infrastructure and GE Energy. He also serves on the board of American International Group, Inc. (AIG) (since 2022).

Past Roles

OrganizationRoleTenureCommittees/Impact
GE Gas PowerChairmanDec 2018 – Aug 2020Led global gas power operations during industry transition
General Electric (GE)Vice Chairman2005 – Mar 2018Senior leadership across industrial and infrastructure businesses
GE Global Growth OrganizationCEONov 2010 – Dec 2017Expanding GE’s global footprint and growth strategy
GE Technology InfrastructurePresident & CEO2007 – Nov 2010Oversight of technology-driven businesses
GE EnergyPresident & CEO2000 – 2005Led energy segment operations

External Roles

OrganizationRoleTenureNotes
American International Group, Inc. (AIG)Director2022 – PresentCurrent public company directorship
Li & Fung LimitedDirector2018 – 2020Prior public company board service

Board Governance

  • Independence: The Board determined all nominees except the CEO (Lorenzo Simonelli) meet Nasdaq/SEC independence standards; Rice is independent.
  • Attendance: In 2024, the Board met 6 times; each director attended >80% of Board and committee meetings.
  • Leadership: Rice becomes Lead Independent Director on May 1, 2025; duties include agenda review, leading independent sessions, CEO liaison, and evaluation processes.
  • Committee assignments and transitions:
    • 2024: Audit (Chair; Audit Committee Financial Expert); Finance (Member). Audit met 5 times; Finance met 4 times.
    • Effective May 1, 2025: Governance & Corporate Responsibility (Member); Human Capital & Compensation (Member). Audit chair transitions to Mohsen M. Sohi.
Governance Item2024Effective May 1, 2025
IndependenceIndependent Independent
Lead Independent DirectorN/ALead Independent Director
Audit CommitteeChair; Financial Expert; 5 meetings Not a member (Chair transitions to M. Sohi)
Finance CommitteeMember; 4 meetings Member/Status not listed for Rice post-transition (committee continues)
Governance & Corporate Responsibility CommitteeNot a memberMember
Human Capital & Compensation CommitteeNot a memberMember
Board Attendance>80% N/A (prior-year disclosure)

Additional governance practices: 15-year director term limit (except CEO), retirement age 75 (limited exceptions), all committees fully independent, no pledging/hedging by directors, and formalized director training (including AI and cybersecurity) in 2024–2025.

Fixed Compensation

Component2024 Amount2025 StructureNotes
Annual Cash Retainer$120,000 $125,000 Base cash retainer
Lead Director RetainerN/A$40,000 Applies when serving as Lead Independent Director
Audit Chair Retainer$25,000 $25,000 Rice was Audit Chair in 2024; chair transitions May 1, 2025
Other Committee Chair Retainer$20,000 $20,000 If applicable
Audit Committee Member Retainer$10,000 $10,000 Member fees
Other Committee Member Retainer$7,500 $7,500 Member fees

2024 actual director compensation (Rice):

NameFees Earned/Paid in Cash ($)Stock Awards ($)All Other Compensation ($)Total ($)
John G. Rice$152,500 $175,000 $24,251 $351,751

Deferral elections: In 2024, Rice elected to receive cash fees in Common Stock and defer delivery as DSUs; he also deferred RSU delivery as DSUs. DSUs received in 2024 in lieu of fees: 3,303.

Director Deferral Plan: Amended May 22, 2024; beginning in 2025, deferred retainers/committee fees and RSU awards are settled in shares upon ceasing Board service; dividend equivalents accrue as DSUs for awards granted in 2025 (Edwards in 2024).

Ownership guidelines: Directors must hold ≥5x annual retainer (base only) within five years; all directors are in compliance or on track.

Performance Compensation

Directors receive annual RSU grants (not performance-conditioned). For 2024, each non-employee director received an immediately vesting RSU with grant-date fair value $175,000 on May 22, 2024; shares are calculated by dividing $175,000 by the closing price ($32.09) on grant date; Rice deferred the RSU shares as DSUs.

Equity Award FeatureDetail
Award typeRSU (director)
2024 Grant Value$175,000 on May 22, 2024 (immediate vesting)
2025 Grant Value$180,000 expected at Annual Meeting
Performance metricsNone for directors (time-based, immediate vesting)
DeferralRSUs may be deferred to DSUs; Rice elected deferral
Dividend treatmentDividend equivalents on DSUs; for awards beginning 2025, accrue as DSUs settled at end of service

Other Directorships & Interlocks

EntityRelationship to BKRPotential Interlock/Conflict Notes
AIG (current Rice directorship)Insurance company; unrelated to BKR’s auditor or disclosed transactionsNo related-party transactions disclosed involving Rice; committee independence affirmed. Monitor generally given Finance Committee oversight includes insurance programs.
GE (prior Rice executive roles)Former strategic partner to BKR; GE fully exited BKR ownership in Dec 2022; Stockholders Agreement terminated Mar 2023GE exit and governance updates reduced related-party exposure; no ongoing GE-related governance constraints.

No director-related personal loans, extensions of credit, or compensated personal services; conflicts are overseen by Governance & Corporate Responsibility Committee under Related Person Transactions Policy.

Expertise & Qualifications

Rice brings extensive leadership across global energy and infrastructure, with finance, investment, operations, technology, and human resources expertise. He qualifies as an Audit Committee Financial Expert and has significant prior public company board experience.

Equity Ownership

HolderShares Owned (Mar 24, 2025)Shares subject to options/RSUs vesting by May 23, 2025Total Beneficial Ownership% of Class
John G. Rice67,315 22,493 89,808 <1% (not shown)

Director DSU positions:

DirectorAggregate Stock Awards Outstanding as of Dec 31, 2024 (#)
John G. Rice6,377 (vested DSUs)

2024 DSUs received in lieu of cash retainer:

DirectorDSUs Received (2024)
John G. Rice3,303

Policies: Directors are prohibited from hedging or pledging BKR stock; Section 16 compliance was current in 2024.

Governance Assessment

  • Positives: Independence; >80% attendance; elevated role as Lead Independent Director with robust duties; broad operational and financial expertise; Audit Committee leadership in 2024; strong committee independence; anti-hedging/pledging policy; director ownership guidelines; formalized director training (AI/cybersecurity); term limits and retirement age support refreshment.
  • Compensation alignment: Standard non-employee director structure with cash retainer plus equity; DSU deferrals enhance ownership alignment; 2025 increases are modest and peer-reviewed by independent consultant FW Cook.
  • Conflicts/Related party: No Rice-specific related-party transactions disclosed; GE’s exit and termination of legacy agreements reduced interlock risks; governance processes for conflicts are formal and committee-led.
  • RED FLAGS: None disclosed regarding attendance shortfalls, pledging/hedging, related-party transactions, or compensation anomalies for directors. Continue monitoring any insurance procurement overlaps given Rice’s AIG board role (no transactions disclosed).