Shirley A. Edwards
Baker HughesAbout Shirley A. Edwards
Independent director of Baker Hughes Company (BKR) since May 22, 2024; age 64 as of May 20, 2025. Former EY partner with a 20-year tenure, including Global Client Service Partner (2017–2022) overseeing ~$4B assurance P&L across 20 countries and >20,000 professionals; BS in Accounting (Virginia Tech) and licensed CPA. Designated Audit Committee Financial Expert; currently serves on Audit and Human Capital & Compensation (HCC) Committees. Independence affirmed under Nasdaq and SEC rules; no related-party transactions disclosed with BKR .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| EY (Ernst & Young LLP) | Global Client Service Partner; prior operational leadership roles | 2002–2022; GCSP 2017–2022 | Profit & loss accountability for ~$4B assurance practice across 20 countries; led client service delivery and people strategy for audit/forensics/FAAS in the Americas |
| Girl Scouts of the Nation’s Capital | Board Member | 2003–2008; 2014–2017 | Community leadership |
| Leadership Greater Washington | Board Member | 2001–2008 | Regional leadership network |
| Virginia Tech, Pamplin College of Business Advisory Council | Advisory Council Member | 2007–2022 | Academic-industry advisory engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Solventum Corp. (NYSE: SOLV) | Director | 2024–present | Healthcare technology; separate industry from energy |
| Appian Corp. (NASDAQ: APPN) | Director | 2022–present | Enterprise software/workflow; no related-party transactions with BKR disclosed |
Board Governance
- Committees: Audit (member; Audit Committee Financial Expert) and HCC (member) .
- Independence: Board determined Edwards is independent under Nasdaq and SEC rules (Rules 10A-3 and 10C-1); qualifies as “Non-Employee Director” under Rule 16b-3 .
- Attendance: Board met 6 times in 2024; each director attended >80% of Board and committee meetings .
- Committee workload (2024 meeting cadence):
- Audit: 5 meetings
- HCC: 5 meetings
- Governance & Corporate Responsibility (GCR): 5 meetings
- Finance: 4 meetings
- Lead Independent Director responsibilities include agenda review, leading independent sessions, evaluations; LID empowered to call special meetings. LID transitions to John G. Rice effective May 1, 2025 .
- Term framework: Annual elections; 15-year director term limit (CEO excluded); retirement age 75 (limited exceptions) .
Fixed Compensation
| Component | 2024 Amount | Description |
|---|---|---|
| Annual cash retainer | $120,000 | Standard non-employee director retainer |
| Committee member fees | Audit: $10,000; Other committees: $7,500 | Paid for committee service |
| Equity grant (RSU) | $175,000 | Annual RSU grant at the annual meeting |
| Edwards – fees earned (cash) | $83,905 | Prorated for partial year service in 2024 |
| Edwards – 2024 stock award | $175,000 (5,453 shares at $32.09) | RSU vested at grant; delivery deferred as DSUs under amended plan |
| Edwards – total 2024 director comp | $258,905 | Cash + stock award |
Director compensation structure evolution (effective Jan 1, 2025): cash retainer increased to $125,000; equity grant to $180,000; Lead Director retainer to $40,000; HCC Chair retainer added at $25,000; other chair retainers unchanged; committee member fees unchanged .
Deferral mechanics and alignment:
- Amended Non-Employee Director Deferral Plan (effective May 22, 2024 for Edwards): all RSU awards automatically deferred as DSUs; DSUs settle in shares only after the director ceases Board service; dividend equivalents accrue quarterly as additional DSUs from 2025 onward (2024 for Edwards) .
- Director stock ownership guideline: 5x base retainer; to be achieved within 5 years; all directors compliant or on track .
Performance Compensation
Directors do not receive performance-conditioned equity; RSUs vest at grant and are deferred into DSUs (for Edwards) . As an HCC member, Edwards oversees executive pay-for-performance metrics. 2024 executive STI financial outcomes:
| Metric (70% weight) | Weight | Threshold | Target | Max | Result | Payout Multiple | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Revenue ($) | 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% |
| Total (Financials) | 70% | — | — | — | — | — | 108% |
Strategic Blueprint priorities (30% weight) yielded a 107% payout multiple and 32% weighted payout; total corporate STI funding approved at 140% of target . PSUs granted in 2022 paid out at 166.82% after FCF conversion/ROIC performance and a TSR modifier .
Other Directorships & Interlocks
| Company | Industry Overlap with BKR | Potential Interlock Risk |
|---|---|---|
| Solventum Corp. | Healthcare technology; no direct overlap | None disclosed; Board independence affirmed; no related-party transactions with BKR |
| Appian Corp. | Enterprise software/workflow; tangential supplier space | None disclosed; Board independence affirmed; no related-party transactions with BKR |
No arrangements/understandings led to Edwards’ selection; no related-party transactions requiring disclosure under Item 404(a) .
Expertise & Qualifications
- Financial/accounting expertise; Audit Committee Financial Expert designation .
- Large-scale operations and human capital leadership (EY Americas assurance practice P&L; client service and people strategy) .
- Risk management, sustainability, and governance experience; CPA credential .
Equity Ownership
| Measure | Value |
|---|---|
| Shares owned (3/24/2025) | — |
| RSUs/options that are or will become vested by 5/23/2025 | 5,453 |
| Total beneficial ownership (3/24/2025) | 5,453 (<1% of class; percent not shown for <1%) |
| Vested DSUs outstanding (12/31/2024) | 5,512 |
| Hedging/pledging policy | Directors prohibited from hedging/pledging company stock |
| Ownership guideline | 5x base retainer; compliance within 5 years; directors in compliance/on-track |
Governance Assessment
- Strengths
- Independence and Audit Committee Financial Expert status; dual committee roles (Audit, HCC) enhance board effectiveness in oversight of financial reporting and pay practices .
- DSU deferral structure and 5x retainer ownership guideline strengthen alignment; settlement only after board service ends promotes long-term orientation .
- Strong overall board attendance; active committee schedules signal engagement .
- Company-wide say-on-pay support (95.2% in 2024) and robust clawback policy (Oct 2023) indicate disciplined pay governance; FW Cook engaged as independent consultant; no conflicts identified .
- Potential Risks/Conflicts
- Other board service at Appian and Solventum appears low-conflict relative to energy technology; no related-party transactions disclosed with BKR; independence reaffirmed (mitigating concern) .
- No red flags found for pledging/hedging, related-party transactions, or attendance shortfalls; continuous monitoring warranted given dual committee workload .
- Signals for investors
- Audit/HCC committee mix for Edwards suggests direct influence on financial reporting quality and pay-for-performance discipline—key for investor confidence in margin expansion/FCF conversion objectives reflected in STI/PSU metrics .
- Deferral of equity to end of service and ownership guidelines enhance “skin-in-the-game,” supporting board alignment with TSR and capital returns priorities .