Maria Claudia Borras
Baker HughesAbout Maria Claudia Borras
Maria Claudia Borras is Chief Growth & Experience Officer (since September 2024) and, effective October 24, 2025, also interim EVP, Industrial & Energy Technology; she previously led Oilfield Services (2017–2022) and Oilfield Services & Equipment (2022–2024). She is 56 years old and has 30+ years of experience with Baker Hughes and the energy technology industry . Company performance context during her NEO tenure: 2024 orders $28.2B, revenue $27.8B, adjusted EPS +47% YoY, adjusted EBITDA +22% YoY, EBITDA margin 16.5%, free cash flow $2.26B; 1/3/5-yr TSR of +23%/+84%/+86% significantly outperformed peers .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Baker Hughes | EVP, Oilfield Services | 2017–2022 | Led OFS through portfolio and operating changes during early phase of transformation . |
| Baker Hughes | EVP, Oilfield Services & Equipment | 2022–2024 | Centralized operations, margin improvement in Subsea & Surface Pressure Systems; progressed transformation, strong orders . |
| Baker Hughes | Chief Growth & Experience Officer | Sep 2024–present | Drives enterprise growth and customer experience; leads commercial, regional, marketing and transformation agenda . |
| Baker Hughes | Interim EVP, Industrial & Energy Technology | Effective Oct 24, 2025 | Interim leadership of IET while continuing CGXO responsibilities . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $935,000 | $950,000 | $957,692 |
| Stock Awards (Grant-date fair value, $) | $6,240,012 | $3,236,726 | $3,088,599 |
| Non-Equity Incentive Plan (Cash Bonus, $) | $617,500 | $2,566,623 | $1,261,000 |
| All Other Compensation ($) | $318,109 | $252,000 | $426,556 |
| Total Compensation ($) | $8,110,621 | $7,043,477 | $5,728,116 |
2024 salary rate approved at $970,000; target and actual bonus were $970,000 and $1,261,000 (130% of target) .
Performance Compensation
2024 Short‑Term Incentive (STI) – Design, Targets, and Payout
| Component | Weight | Threshold | Target | Maximum | 2024 Result | Payout Multiple | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Revenue ($) | 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% |
| Strategic Blueprint (non‑financial) | 30% | — | — | — | Assessment 107% | 107% | 32% |
| Company‑wide outcome | 100% | — | — | — | Financial 154% | — | 108% (financial), 32% (strategic) → 140% overall funding . |
| Individual payout (Borras) | — | — | $970,000 | — | Actual $1,261,000 | 130% | — |
Notes: Non‑GAAP metrics reconciled in Annex A; no adjustments to as‑reported revenue and FCF .
Long‑Term Incentive (LTI) – 2024 Grants and PSU Design
| Instrument | Grant date | Target units | Grant-date fair value ($) | Vesting | Performance metrics |
|---|---|---|---|---|---|
| PSUs | Feb 1, 2024 | 52,392 [target] | $1,588,616 | Cliff vests after 3 years (performance period 2024–2026) | 50% Relative FCF Conversion vs OSX/TechnipFMC, 50% Absolute ROIC; TSR modifier ±50% vs OSX/TechnipFMC and S&P 500 Industrials median . |
| RSUs | Feb 1, 2024 | 52,392 | $1,499,983 | Vests 1/3 each year over 3 years | Service-based . |
PSU details: Payout curve 0–150% on each core metric; straight‑line interpolation; TSR applies as modifier to core outcome .
PSU Payout History (2012 cycle referenced)
| Cycle | Core measures and result | TSR modifier | Total payout |
|---|---|---|---|
| 2022–2024 PSUs | Weighted payout 125.05% (FCF conversion 150% weighted 75%; ROIC: absolute change 146.8% weighted 36.7%; cumulative average 53.4% weighted 13.35%) | +33.4% (BKR cumulative TSR 85% → 1.334x) | 166.82% (vested Jan 2025) . |
Equity Ownership & Alignment
Beneficial Ownership (as of Mar 24, 2025)
| Holder | Shares owned | Options/RSUs exercisable or vesting by May 23, 2025 | Total beneficial ownership | % of shares outstanding |
|---|---|---|---|---|
| Maria Claudia Borras | 170,978 | 159,066 | 330,044 | 0.033% (330,044 / 990,349,581) |
- 2024 stock vested: 108,418 shares; 2024 options exercised: 18,000 ($162,360 value) .
- Insider policy prohibits hedging/derivative transactions and pledging of Company stock by executive officers; no pledging permitted .
- Stock ownership guidelines: other executive officers report to CEO must hold 2× base salary; 5-year attainment window; all NEOs were in compliance in 2024 .
Outstanding and Unvested Equity (Borras) at 12/31/2024
| Award type | Grant date | Status at 12/31/24 | Units | Key terms | |---|---|---:|---| | Stock options | 7/31/2017 | Exercisable | 50,362 | Strike $36.89; expires 7/31/2027 . | | Stock options | 1/22/2018 | Exercisable | 55,506 | Strike $35.55; expires 1/22/2028 . | | Stock options | 1/23/2019 | Exercisable | 5,585 | Strike $22.98; expires 1/23/2029 . | | RSUs (3‑yr ratable) | 1/25/2022 | Unvested | 17,902 | Vest ratably over 3 years beginning 1st anniversary . | | RSUs (3‑yr cliff) | 1/25/2022 | Unvested | 107,411 | Cliff vest on 3rd anniversary (expected Jan 2025) . | | PSUs (2022 cycle) | 1/25/2022 | Unearned (as of 12/31/24) | 89,588 | Reflected at achieved 166.82%; vested Jan 2025 . | | RSUs (3‑yr ratable) | 1/24/2023 | Unvested | 33,168 | Vest 1/3 annually over 3 years . | | PSUs (2023 cycle) | 1/24/2023 | Target unearned | 49,751 | Scheduled vest Jan 2026, subject to performance . | | RSUs (3‑yr ratable) | 2/1/2024 | Unvested | 52,392 | Vest 1/3 annually (17,464 per year) . | | PSUs (2024 cycle) | 2/1/2024 | Target unearned | 52,392 | Scheduled vest Jan 2027, subject to performance . |
Employment Terms
- Executive Severance Plan (involuntary termination, no CIC): 12 months base salary, outplacement (up to 12 months), prorated bonus; pro‑rata vesting on certain RSUs/options; PSUs remain eligible subject to performance .
- Executive Change‑in‑Control (CIC) Severance Plan (double‑trigger, within 24 months of CIC): for NEOs other than CEO, 2.0× base salary and 2.0× target bonus cash severance, prorated bonus, continued benefits for 2 years; RSUs vest; PSUs vest at target (or higher if actual at transaction) .
- Illustrative CIC termination values at 12/31/2024 (Borras): total $14,337,378, including severance $3,880,000, prorated/target STI $970,000, RSU/PSU acceleration $9,137,328, dividend equivalents $292,750, benefits/interest adjustments .
- Clawback: Adopted October 2023; mandatory recoupment for accounting restatement; discretionary recoupment for misconduct leading to material inaccuracies in financials or incentive metrics .
- Deferred compensation (SRP): 2024 Company contribution $174,842; 2024 earnings $35,952; year‑end balance $805,824 .
- Pension: Supplemental Pension Plan present value $384,687; Company Pension Plan $26,417; plan frozen; installments typically begin after age 60 or post‑separation waiting period .
Related Party, Hedging/Pledging, and Compliance
- No Item 404(a) related‑party transactions for Borras in 2025 interim appointment disclosure; no family relationships or arrangements in selection .
- Insider trading policy prohibits hedging/derivatives and pledging by executives and directors .
- 2024 say‑on‑pay approval: 95.2% “FOR” .
Investment Implications
- Pay-for-performance linkage is robust: STI tied 70% to financial metrics (EBITDA, FCF, revenue, margin) and 30% to strategic objectives; 2024 company funding 140% reflects strong execution; Borras’ 2024 payout was 130% of target, consistent with segment/individual modifiers .
- Retention vs. selling pressure: Large unvested equity through 2027 (multi‑year RSUs and PSUs) supports retention; expect periodic vest events (e.g., 2025–2027) which can create sell‑to‑cover flows, though pledging/hedging is prohibited—reducing alignment risk .
- Ownership alignment: Beneficial ownership of ~0.033% and compliance with 2× salary ownership guideline indicates meaningful, though not large, direct exposure; dividend equivalents on RSUs further align incentives .
- Change‑in‑control economics: Double‑trigger structure and ~2× salary/bonus multiple for NEOs, plus equity acceleration at target, imply significant but market‑aligned protection; 12/31/24 pro forma CIC payout estimate of ~$14.3M illustrates exposure under stressed scenarios .
- Execution track record: Company performance under her leadership roles and CGXO remit shows strong EBITDA growth, margin expansion, FCF, and multi‑year TSR outperformance, aligning PSU metrics (ROIC, FCF) with investor value creation priorities .