Mohsen M. Sohi
Baker HughesAbout Mohsen M. Sohi
Dr. Mohsen M. Sohi, age 66, has served on the Baker Hughes Board since 2023 and is designated an Audit Committee Financial Expert; he will assume the role of Audit Committee Chair effective May 1, 2025 and join the Finance Committee, reflecting deep finance, operations, and risk oversight credentials . He is currently CEO of Freudenberg & Co. through June 30, 2025 and has extensive leadership experience across industrial technology companies including Honeywell/Allied Signal and NCR .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Freudenberg & Co. | Chief Executive Officer | Jul 2012 – Jun 30, 2025 | CEO leadership across global conglomerate; retirement announced effective Jun 30, 2025 |
| Freudenberg & Co. | Managing Partner | Apr 2010 – Jun 2021 | Senior leadership and portfolio oversight |
| Freudenberg-NOK (JV of Freudenberg Group and NOK Corp.) | President & CEO | Mar 2003 – Mar 2010 | Led JV operations in seals/components |
| NCR Corporation | SVP, Retail Solutions Division | Jan 2001 – Feb 2003 | Technology and retail systems leadership |
| Honeywell International / Allied Signal | Various leadership roles; President, Honeywell Electronic Materials | 14 years; President Jul 2000 – Jan 2001 | Materials segment P&L leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| STERIS plc | Director | 2005 – Present | Current public company directorship |
Board Governance
- Committee assignments: 2024 member of Audit (Financial Expert) and Human Capital & Compensation; effective May 1, 2025 becomes Audit Chair and Finance member .
- Independence: Board determined Sohi is independent; reviewed Freudenberg transactions occurring in ordinary course with no material interest; noted Sohi’s upcoming retirement from Freudenberg (Jun 30, 2025) .
- Attendance: Board held 6 meetings in 2024; every director attended >80% of Board and committee meetings and attended the 2024 Annual Meeting .
- Committee activity levels (2024): Audit (5 meetings), HCC (5), Finance (4); all committees composed of independent directors .
- Audit remit under his chairmanship includes oversight of financial reporting, internal controls, compliance, cybersecurity, AI, risk management, and auditor selection .
Fixed Compensation
| Component | 2024 Amount | 2025 Program (effective Jan 1) | Notes |
|---|---|---|---|
| Annual Director Cash Retainer | $120,000 | $125,000 | Standard non‑employee director retainer |
| Audit Committee Member Retainer | $10,000 | $10,000 | Member fee |
| Other Committee Member Retainer (HCC, GCR, etc.) | $7,500 | $7,500 | Member fee |
| Audit Committee Chair Retainer | — (member in 2024) | $25,000 | Chair fee; applicable upon becoming Chair May 1, 2025 |
| Annual Equity Grant (RSUs) | $175,000 grant-date value | $180,000 grant-date value | Granted on Annual Meeting date; immediately vesting RSU award |
Sohi’s 2024 director compensation: Fees earned $137,500; Stock awards $175,000; All other compensation (dividend equivalents on deferrals) $10,950; Total $323,450 . He elected to receive his 2024 director fees in Common Stock and defer delivery under the Deferral Plan until December 15, 2026 (creating DSUs) .
Performance Compensation
| Element | Grant Date | Grant Value | Vesting | Dividend Treatment | Deferral Election |
|---|---|---|---|---|---|
| RSU award (annual) | May 22, 2024 | $175,000 | Immediately vests on grant date | Dividend equivalents accrue; paid when units vest or credited as DSUs per plan | Sohi elected deferral into DSUs under Director Deferral Plan |
| RSU share calculation (informational) | May 22, 2024 | $175,000 ÷ $32.09 close | Implies share count by formula | — | Shares determined by dividing grant value by closing price on grant date |
Director Deferral Plan: Directors may defer retainers and RSUs into DSUs settled in shares upon board departure; amended May 22, 2024 to settle DSUs in shares at cessation of service and accrue dividend equivalents as additional DSUs beginning in 2025 (2024 for Ms. Edwards) .
Other Directorships & Interlocks
| Company | Type | Potential Interlock/Conflict | Board View |
|---|---|---|---|
| Freudenberg & Co. (employer) | Supplier/Customer | Purchase/sale transactions may exceed $120,000 annually | Ordinary course terms; Governance & Corporate Responsibility Committee determined Sohi has no direct/indirect material interest; independence maintained; retirement from Freudenberg announced (Jun 30, 2025) |
Human Capital & Compensation Committee interlocks: None requiring disclosure under Item 404; no reciprocal executive officer interlocks during 2024; Sohi served as a member throughout 2024 .
Expertise & Qualifications
- Audit Committee Financial Expert; expertise in finance, operations, risk management, HR, environmental and sustainability; extensive technology industry experience .
- Global leadership across industrial and technology sectors, including CEO experience (Freudenberg) .
Equity Ownership
| Metric | As of/Period | Value |
|---|---|---|
| Shares owned | Mar 24, 2025 | — (none directly) |
| Shares subject to options/RSUs exercisable or vesting by May 23, 2025 | Mar 24, 2025 | 3,971 (reflects DSUs from deferral of 2024 cash fees) |
| Aggregate stock awards outstanding (vested DSUs) | Dec 31, 2024 | 11,830 DSUs |
| Ownership as % of class | Mar 24, 2025 | <1% (Company does not show <1%) |
| Hedging/pledging | Policy | Prohibited for directors and executive officers |
| Director stock ownership guideline | Policy | 5x annual base retainer; all directors in compliance or on track within 5 years |
Governance Assessment
- Board effectiveness: Elevation to Audit Chair signals confidence in Sohi’s oversight of financial reporting, controls, cybersecurity and AI risks; committee independence and formalized director training (including AI/cyber) strengthen board oversight .
- Independence and conflicts: Freudenberg transactions reviewed; ordinary course, no material interest; independence affirmed; retirement from Freudenberg reduces any perceived conflict risk—this mitigates a potential related-party red flag .
- Alignment: Compensation is predominantly standard cash retainer plus immediate‑vesting RSUs with deferral into DSUs; stock ownership guidelines at 5x retainer and anti‑hedging/pledging policy support alignment with shareholders .
- Attendance/engagement: >80% attendance and participation on HCC and Audit in 2024; upcoming leadership on Audit underscores engagement .
RED FLAGS
- Related-party exposure: Freudenberg transactions >$120k annually, albeit ordinary course and no material interest; monitor post-retirement from Freudenberg to confirm cessation of any influence or new arrangements .
- Concentration of influence: As Audit Chair, vigilance needed to ensure robust auditor independence and cybersecurity/AI risk oversight; however, committee independence and mandates are clear .
Director Compensation Detail (Sohi, 2024)
| Category | Amount |
|---|---|
| Fees earned/paid in cash | $137,500 |
| Stock awards (RSUs, immediately vesting) | $175,000 |
| All other compensation (dividend equivalents on deferred amounts) | $10,950 |
| Total | $323,450 |
| 2024 DSUs received in lieu of cash retainer | 3,971 DSUs |
Committee Service Snapshot (Sohi)
| Year | Audit | Finance | HCC |
|---|---|---|---|
| 2024 | Member; Financial Expert; 5 meetings | — (Finance had 4 meetings) | Member; 5 meetings |
| Effective May 1, 2025 | Chair; Financial Expert | Member | — |
Overall, Sohi presents as an experienced independent director with strong finance/operations credentials and growing influence via Audit Chairmanship. The only notable conflict vector—Freudenberg commerce—appears mitigated by ordinary‑course nature, lack of material interest, and his announced retirement; ongoing monitoring remains prudent .