DEF 14A

DEF 14A 1 d39711ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

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☒	Definitive Proxy Statement

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☐	Soliciting Material Pursuant to Section 240.14a-2.

CHART INDUSTRIES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

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LOGO

CHART INDUSTRIES, INC.

3055 Torrington Drive

Ball Ground, Georgia 30107

April 1, 2021

To the Stockholders of Chart Industries, Inc.:

This year’s Annual Meeting of Stockholders of Chart Industries, Inc. (“Company”) will be held in a virtual meeting format at 9:00 a.m., Eastern Time, on Thursday, May 13, 2021. Due to the continuing public health impact of the COVID-19 Pandemic and to support the health and well-being of our stockholders, employees and their families, this year’s Annual Meeting will be held in a virtual meeting (audio webcast) format only. You will not be able to attend the Annual Meeting physically in person in light of public health concerns.

To access the Annual Meeting, you must register in advance, using your control number found on your proxy card, voting instruction form or Notice of Internet Availability, at www.proxydocs.com/GTLS prior to the deadline of May 11, 2021 at 5:00 p.m. Eastern Time. You will also be permitted to submit questions at the time of registration relating to matters properly before the Annual Meeting and of general Company concern. We will not be providing an update on the Company’s operations or any other presentation regarding the Company’s business in connection with the Annual Meeting.

Upon completing your meeting registration, you will receive further instructions via email, including your unique link that will allow you to access the Annual Meeting and vote online during the meeting. The instructions will also include information on who to contact if you are having difficulty logging in. The Annual Meeting will begin promptly at 9:00 a.m. Eastern Time. We encourage you to access the Annual Meeting prior to the start time. Online access will open approximately at 8:45 a.m. Eastern Time, and you should allow ample time to log in to the meeting. We recommend that you carefully review the procedures needed to gain admission in advance.

Whether or not you expect to access the Annual Meeting, the return of the enclosed proxy card as soon as possible or the submission of a proxy by telephone or the Internet by following the instructions on the proxy card would be greatly appreciated and will ensure that your shares will be represented at the Annual Meeting. If you do participate in the Annual Meeting virtually, you may, of course, withdraw your previously submitted proxy should you wish to vote during the Annual Meeting.

On behalf of the Board of Directors and management of Chart Industries, Inc., I would like to thank you for your continued support and confidence.

Sincerely yours,

LOGO

Steven W. Krablin

Chairman

CHART INDUSTRIES, INC.

3055 Torrington Drive

Ball Ground, Georgia 30107

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 13, 2021

Date & Time:

Location:

Record Date:

May 13, 2021

9:00 a.m.

(Eastern Time)

Virtual, via live Internet webcast at www/proxydocs.com/GTLS

March 17, 2021

To the Stockholders of Chart Industries, Inc.:

The Annual Meeting of Stockholders of Chart Industries, Inc. (“Company”) will be held at 9:00 a.m., Eastern Time, on Thursday, May 13, 2021 in a virtual (audio webcast) format only, for the following purposes:

1.	To elect six directors for a term of one year;

2.	To ratify the selection of Deloitte & Touche LLP, an independent registered public accounting firm, to examine the financial statements of the Company for the year ending December 31, 2021;

3.	To approve, on an advisory basis, the Company’s executive compensation; and

4.	To transact any other business as may properly come before the Annual Meeting.

Only holders of the Company’s common stock of record as of the close of business on Wednesday, March 17, 2021 are entitled to vote at the Annual Meeting. It is important that your shares be represented at the Annual Meeting. For that reason, we ask that you promptly sign, date and mail the enclosed proxy card in the return envelope provided or submit a proxy by telephone or the Internet by following the instructions on the proxy card. Stockholders who access the Annual Meeting virtually may revoke their previously submitted proxy and vote during the Annual Meeting.

By Order of the Board of Directors,

Sincerely yours,

Steven W. Krablin

Chairman

You may vote in any of the following ways:

Via the Internet

LOGO

By Phone

LOGO

By Mail

LOGO

YOUR VOTE IS IMPORTANT

WE URGE YOU TO COMPLETE, DATE, AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE OR SUBMIT A PROXY BY TELEPHONE OR THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. YOUR PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE TIME IT IS VOTED AT THE ANNUAL MEETING.

CHART INDUSTRIES, INC.

3055 Torrington Drive

Ball Ground, Georgia 30107

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

Mailed on or about April 1, 2021

Why am I receiving these materials?

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Chart Industries, Inc. (the “Company,” “Chart,” “we,” “us” and “our”) for use at the Annual Meeting of Stockholders of the Company on May 13, 2021 at 9:00 a.m., Eastern Time, and any adjournments or postponements thereof (the “Annual Meeting”). The time, place and purposes of the Annual Meeting are stated in the Notice of Annual Meeting of Stockholders accompanying this proxy statement.

Why do the proxy materials contain information regarding the Internet availability of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), the Company has opted to provide access to our proxy materials primarily over the Internet, which will allow us to capture costs and reduce the environmental impact of printing and mailing proxy materials. Proxy materials for the Annual Meeting, including the 2020 Annual Report and this proxy statement, are available over the Internet by accessing www.proxydocs.com/GTLS. While we have elected to make our proxy materials available online, you may request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request an additional printed copy are available at www.proxydocs.com/GTLS. You also can obtain a printed copy of this proxy statement, free of charge, by writing to: Secretary, c/o Chart Industries, Inc., 3055 Torrington Drive, Ball Ground, Georgia 30107, or by submitting a request via email to herbert.hotchkiss@chartindustries.com or by telephone at 770-721-8800.

Who is paying for this proxy solicitation?

The expense of soliciting proxies, including the cost of preparing, assembling and mailing the notice, proxy statement and proxy, will be borne by us. We may pay persons holding our common stock (“Common Stock”) for expenses incurred in sending proxy materials to their principals. In addition to solicitation of proxies by mail, our directors, officers and employees, without additional compensation, may solicit proxies by telephone, electronically via e-mail and personal interview. We may also retain a proxy solicitation firm to assist in the solicitation of proxies.

What voting rights do I have as a Stockholder?

On each matter to be voted on, you have one vote for each outstanding share of our Common Stock you own as of March 17, 2021, the record date for the Annual Meeting. Only stockholders of record at the close of business on March 17, 2021 are entitled to receive notice of and to vote at the Annual Meeting. On this record date, there were 36,333,917 shares of Common Stock outstanding and entitled to vote. Stockholders do not have the right to vote cumulatively in the election of directors.

How do I vote?

If you are a stockholder of record, you can vote: (i) virtually, during the Annual Meeting; (ii) by signing and mailing in your proxy card in the enclosed envelope (if you elected to receive printed materials); (iii) by submitting a proxy by telephone by calling 1-866-509-1048; or (iv) via the Internet at www.proxypush.com/GTLS. Proxies submitted via the telephone or Internet must be received by 9:00 a.m. Eastern Time on May 13, 2021. More detailed instructions are included on the proxy card. In order to submit a proxy via the telephone or Internet, please follow the instructions on the proxy card.


2021 Proxy Statement		Chart Industries, Inc. - 1

If you are a stockholder of record, the proxy holders will vote your shares based on your directions. If you sign and return your proxy card, but do not properly direct how your shares of Common Stock should be voted, the proxy holders will vote “FOR” the director nominees, “FOR” the ratification of Deloitte & Touche LLP, and “FOR” the approval, on an advisory basis, of the Company’s executive compensation. The proxy holders will use their discretion on any other proposals and other matters that may be brought before the Annual Meeting.

If you hold shares of Common Stock through a broker or nominee, you may vote only if you have obtained a signed proxy from your broker or nominee giving you the right to vote your shares.

Can I revoke or change my vote after I submit a proxy?

Yes. You can revoke your proxy or change your vote at any time before the proxy is exercised at the Annual Meeting. This can be done by either submitting another properly completed proxy card with a later date, sending a written notice to our Secretary (we must receive your new proxy card or written notice before the Annual Meeting begins), or you may access the Annual Meeting virtually and vote during the Annual Meeting.

What vote is required to approve each of the proposals?

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Election of Directors (Proposal 1). The nominees receiving the greatest number of votes will be elected (plurality). However, we have adopted a majority voting policy that is applicable in uncontested director elections. This means that the plurality standard will determine whether a director nominee is elected, but our majority voting policy will further require that the number of votes cast “for” a director must exceed the number of votes “withheld” from that director or the director must submit his or her resignation. The Nominations and Corporate Governance Committee or, in limited circumstances, the Board, would then consider whether to recommend that the Board accept or reject the resignation (see “Corporate Governance and Related Matters — Corporate Governance Guidelines — Majority Voting Policy” below for additional details). A proxy card marked “Withhold” or “For All Except” with respect to the election of one or more directors will not be voted with respect to the director or directors indicated. Abstentions and broker non-votes will have no effect on the election of directors.

•

Auditor Ratification (Proposal 2). Ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm requires the affirmative vote of a majority of the shares entitled to vote and present in person or by proxy. A proxy card marked “Abstain” with respect to this proposal will not be voted, although it will be counted for purposes of determining the total number of shares entitled to vote at the meeting. Accordingly, if you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect on the ratification.

•

Approval, on an advisory basis, of the Company’s executive compensation (Proposal 3). The executive compensation advisory vote will be decided by the affirmative vote of a majority of the shares entitled to vote and present in person or by proxy. A proxy card marked “Abstain” with respect to this proposal will not be voted, although it will be counted for purposes of determining the total number of shares entitled to vote at the meeting. Accordingly, if you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect on the proposal. Although the vote is non-binding, the Board and the Compensation Committee will review the voting results in connection with their ongoing evaluation of our executive compensation program.

What constitutes a quorum?

A quorum of stockholders will be present at the Annual Meeting if at least a majority of the aggregate voting power of Common Stock outstanding on the record date is represented at the Annual Meeting, in person or by proxy. With 36,333,917 shares of Common Stock outstanding as of the close of business on the record date, stockholders representing at least 18,166,959 shares of Common Stock will be required to establish a quorum. Abstentions and broker non-votes will be counted towards the quorum requirement.

Can Stockholders make proposals for the 2021 Annual Meeting?

From time to time, stockholders present proposals that may be proper subjects for inclusion in the proxy statement and for consideration at an Annual Meeting. To be included in the proxy statement for the Annual Meeting, the Company must have received such proposals no later than December 2, 2020.


2 - Chart Industries, Inc.		2021 Proxy Statement

Pursuant to the Company’s By-Laws, stockholders may present proposals that are proper subjects for consideration at an annual meeting. The Company’s By-Laws require all stockholders who intend to make proposals at an annual meeting to submit their proposals to the Company within specific dates in order to be eligible for consideration at an annual meeting. See “Stockholder Communications with the Board” on page 12, and “Stockholder Proposals for 2022 Annual Meeting” on page 71 for more details about this By-Laws provision. To be eligible for consideration at the 2021 Annual Meeting, proposals that were not submitted for inclusion in the proxy statement by December 2, 2020 must have been received by the Company no earlier than January 12, 2021 and no later than February 11, 2021. The Company has not received any stockholder proposals for the Annual Meeting.


2021 Proxy Statement		Chart Industries, Inc. - 3

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table and accompanying footnotes show information regarding the beneficial ownership of our Common Stock as of March 17, 2021 by:

•

each person who is known by us to own beneficially more than 5% of our Common Stock;

•

each director, each nominee for election as director, and each of our named executive officers; and

•

all members of our Board of Directors and our executive officers as a group.



	Shares Beneficially Owned(1)

Name of Beneficial Holder	Number		Percent of Common Stock
BlackRock, Inc.(2)		5,446,856		15.0	%
The Vanguard Group(3)		3,611,533		9.9	%
T. Rowe Price Associates, Inc.(4)		2,781,868		7.7	%
Dimensional Fund Advisors LP(5)		1,892,628		5.2	%
John Bishop(6)		21,544		*
Jillian C. Evanko(7)		145,595		*
Herbert G. Hotchkiss(8)		8,863		*
Gerald F. Vinci(9)		28,724		*
Steven W. Krablin(10)		20,767		*
Carey Chen(11)		8,314		*
Singleton B. McAllister(12)		2,871		*
Michael L. Molinini(13)		7,460		*
David M. Sagehorn(14)		3,163		*
All directors and officers as a group (9 persons)(15)		228,282		*

(1)

In accordance with SEC rules, each beneficial owner’s holdings have been calculated assuming full exercise or conversion of outstanding options and stock rights covering Common Stock, if any, exercisable by such owner within 60 days after March 17, 2021, but no exercise of outstanding options or stock rights covering Common Stock held by any other person.

(2)

According to a Schedule 13G/A filed with the SEC on January 26, 2021 by BlackRock, Inc., reporting beneficial ownership for itself and BlackRock Life Limited, BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Asset Management Schweiz AG, BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Limited, BlackRock Investment Management, LLC, BlackRock (Netherlands) B.V., BlackRock Japan Co., Ltd., BlackRock (Luxembourg) S.A., BlackRock Fund Managers Ltd and BlackRock Financial Management, Inc. (collectively “BlackRock”), BlackRock reported having sole voting power over 5,373,369 shares and sole dispositive power over 5,446,856 shares. BlackRock is located at 55 East 52nd Street, New York, NY 10055.

(3)

According to a Schedule 13G/A filed with the SEC on February 10, 2021, The Vanguard Group, for itself and Vanguard Asset Management, Limited, Vanguard Fiduciary Trust Company, Vanguard Global Advisors, LLC, Vanguard Group (Ireland) Limited, Vanguard Investments Australia Ltd., Vanguard Investments Canada Inc., Vanguard Investments Hong Kong Limited and Vanguard Investments UK, Limited (collectively, “Vanguard”), reported beneficial ownership of an aggregate of 3,611,533 shares, including sole dispositive power over 3,546,433 shares, shared voting power over 36,290 shares, and shared dispositive power over 65,100 shares. Vanguard is located at 100 Vanguard Blvd., Malvern, PA 19355.

(4)	According to a Schedule 13G/A filed with the SEC on February 16, 2021, T. Rowe Price Associates, Inc. (“T. Rowe Price”) reported beneficial ownership of an aggregate of 2,781,868 shares. T. Rowe Price


4 - Chart Industries, Inc.		2021 Proxy Statement

indicated that it maintains sole voting power over 1,123,026 shares and sole dispositive power over 2,781,868 shares. T. Rowe Price is located at 100 E. Pratt Street, Baltimore, MD 21202.

(5)

According to a Schedule 13G/A filed with the SEC on February 12, 2021, Dimensional Fund Advisors LP, an investment adviser registered under Section 203 of the Investment Advisors Act of 1940, furnishes investment advice to four investment companies registered under the Investment Company Act of 1940, and serves as investment manager or sub-adviser to certain other commingled funds, group trusts and separate accounts (the “Funds”). In certain cases, subsidiaries of Dimensional Fund Advisors LP may act as an adviser or sub-adviser to certain Funds. In its role as investment advisor, sub-adviser and/or manager, Dimensional Fund Advisors LP or its subsidiaries (collectively, “Dimensional”) may possess voting and/or investment power over the securities of Chart that are owned by the Funds, and may be deemed to be the beneficial owner of the shares of Chart held by the Funds. Dimensional disclaims beneficial ownership of such securities. The Schedule 13G/A reported sole voting power over 1,825,031 shares and sole dispositive power over 1,892,628 shares. Dimensional is located at 6300 Bee Cave Road, Building One, Austin, TX, 78746.

(6)

Mr. Bishop was an executive officer of the Company until his departure from the Company effective April 20, 2020. All of Mr. Bishop’s unvested equity awards were forfeited upon his departure. The amounts included in this beneficial ownership table are based on information available as of the date of Mr. Bishop’s departure and the Company has no information regarding any subsequent activities since that date.

(7)	Ms. Evanko is an executive officer of the Company. Shares beneficially owned by Ms. Evanko include 48,497 shares which she has the right to acquire within 60 days of March 17, 2021 through the exercise of stock options.

(8)	Mr. Hotchkiss is an executive officer of the Company. Shares beneficially owned by Mr. Hotchkiss include 3,682 shares which he has the right to acquire within 60 days of March 17, 2021 through the exercise of stock options.

(9)	Mr. Vinci is an executive officer of the Company. Shares beneficially owned by Mr. Vinci include 19,239 shares which he has the right to acquire within 60 days of March 17, 2021 through the exercise of stock options.

(10)	Mr. Krablin is a director of the Company. Shares beneficially owned by Mr. Krablin include 6,036 shares which have been deferred.

(11)	Mr. Chen is a director of the Company.

(12)	Ms. McAllister is a director of the Company.

(13)	Mr. Molinini is a director of the Company. Shares beneficially owned by Mr. Molinini include 7,260 shares which have been deferred.

(14)	Mr. Sagehorn is a director of the Company.

(15)	The number of shares shown as beneficially owned by the Company’s directors and executive officers as a group includes 71,418 shares which the Company’s directors and executive officers as a group have the right to acquire within 60 days of March 17, 2021.

*	Less than 1%.


2021 Proxy Statement		Chart Industries, Inc. - 5

CORPORATE GOVERNANCE AND RELATED MATTERS

Corporate Governance Updates

In 2020, we continued to build on our strategy to focus on our core cryogenic engineering and products for the industrial gas and clean energy space, highlighted by the execution of a strategy to invest in and focus on the transition to clean energy solutions within the industry. As part of that strategy, we divested our Cryobio business and invested in and acquired businesses laser-focused on clean energy solutions, including hydrogen, CO₂ capture and water treatment applications. We also changed our segments, all as described further in “Compensation Discussion and Analysis — Executive Summary” on page 21 to reflect the changes in our business as a result of these strategic transactions. Our management team and the rest of the Chart organization also swiftly responded to the challenges posed by the COVID-19 Pandemic to ensure the health and safety of our employees worldwide, as well as serving the needs of our customers and communities.

Subsequent to year-end, the Company transferred its listing from the NASDAQ to the New York Stock Exchange (“NYSE”).

Board Leadership Structure

We do not have an express policy as to whether the roles of Chairman and CEO should be combined or separated. The Board maintains the flexibility to determine the leadership structure that best serves the interests of the Company. The independent directors of the Nominations and Corporate Governance Committee (“NCGC”) conduct annual assessments of the Company’s corporate governance structures and processes, and the NCGC regularly considers and is open to different Board leadership structures as circumstances may warrant. The Board believes, at this time, that the Chairman and CEO roles should be separate, and accordingly approved an amendment to the Company’s Corporate Governance Guidelines to only require a Lead Independent Director when the Chairman of the Board is not independent.

The Board believes that under current circumstances, the Chairman and CEO roles should be split to allow the CEO to remain focused on critical operational and strategic management of the Company. Our corporate governance structure enables clear delineation of responsibility and more focused leadership, creates clear accountability, and enhances our ability to effectively communicate the Company’s strategy and message clearly and consistently to stockholders, customers, suppliers, employees, and other constituencies.

Board’s Role in Risk Oversight

Our management team is responsible for the day-to-day management of the risks the Company faces, while the Board, as a whole and through its committees, is responsible for the oversight of material risk management. In its risk oversight role, the Board reviews significant individual matters, as well as risk management processes designed and implemented by management with respect to risk generally. The Board has designated the Audit Committee as the Board committee with general risk oversight responsibility. The Audit Committee has quarterly discussions with management about the Company’s major risk exposures, those processes management has implemented to monitor and control those exposures, and broader risk categories, including risk assessment and risk management policies. Management provides quarterly reports to the Audit Committee regarding areas of material risk to the Company, which include operational, financial, legal, regulatory, strategic, and reputational risks. Additionally, members of our senior corporate management and the senior executives of our business units regularly attend Board meetings and are available to address Board inquiries on risk oversight matters generally or on individual matters of significance to the Company. Separate and apart from quarterly risk reviews and other communications between senior executives and the Board, many actions that potentially present a higher risk profile, such as acquisitions, material changes to our capital structure, or significant investments, require review or approval by the Board or its committees as a matter of oversight and corporate governance.

Corporate Governance Guidelines

The Board, directly and through its committees, continuously monitors emerging best practices in corporate governance and has adopted Corporate Governance Guidelines. A copy of the Corporate Governance Guidelines can be found online at www.chartindustries.com by clicking on the link for Investors. You also can obtain a printed


6 - Chart Industries, Inc.		2021 Proxy Statement

copy of this document, free of charge, by writing to: Secretary, c/o Chart Industries, Inc., 3055 Torrington Drive, Ball Ground, Georgia 30107. The Corporate Governance Guidelines have evolved over time, as customary practice and legal requirements change, or as our Board deems appropriate from time to time.

Majority Voting Policy. Our Corporate Governance Guidelines require that a director nominee in an uncontested election who does not receive the affirmative vote of a majority of votes cast submit an offer of resignation to the NCGC. Voter abstentions and broker non-votes are not considered votes cast for this purpose and thus are not counted as either votes “for” or “withheld” from a director’s election. An “uncontested election” is an election in which the number of director nominees does not exceed the number of directors to be elected at that meeting.

Director nominees who fail to receive the affirmative vote of a majority of votes cast in an uncontested election must promptly tender an offer of resignation for consideration by the NCGC or, in limited circumstances, the Board, in accordance with the Corporate Governance Guidelines. The NCGC will review the resignation and make a recommendation to the Board on whether it should accept or reject such offer. A director nominee who tenders resignation pursuant to this policy will not participate in the NCGC review, or the Board consideration of whether to accept or reject his or her resignation. The NCGC and the Board will take into account the facts and circumstances they deem appropriate in considering such offer of resignation, including those written in our Corporate Governance Guidelines. Thereafter, the Board will make and publicly disclose its decision to accept or reject an offer of resignation submitted pursuant to this policy within 90 days following certification of the applicable election results. If an offer of resignation pursuant to this policy is rejected, the Board will disclose publicly its reasons for rejecting the offer.

Executive Compensation Clawback Policy. Our Compensation Committee adopted an executive compensation clawback policy in 2015. For information about the Company’s clawback policy, turn to “Other Compensation Policies” on page 35.

Director Independence

The Corporate Governance Guidelines and the NYSE listing standards provide that at least a majority of the members of the Board must be independent, or free of any material relationship with the Company, other than his or her relationship as a director or Committee member. A director is not independent if he or she fails to satisfy the standards for independence under the NYSE listing standards, the rules of the SEC, or any other applicable laws, rules and regulations.

The Board conducts an annual review of our directors’ independence. In this review, the Board considers transactions, relationships and arrangements between the Company and each director or immediate family member of the director. The Board also considers transactions, relationships and arrangements between Company senior management and each director or immediate family member of the director. In February 2021, the Board performed its director independence review for 2021.

As a result of this review, the Board determined that all of our non-management director nominees are independent and satisfy NYSE independence requirements. Ms. Evanko is not considered independent because of her employment with the Company.

Board Meetings

There were eleven meetings of the Board during the fiscal year ended December 31, 2020. Each director attended at least 75% of the aggregate of (1) the total number of meetings of the Board held during the period he or she served as a director and (2) the total number of meetings held by committees of the Board on which he or she served. Board members are expected to attend our Annual Meeting, and all current members attended our virtual Annual Meeting in 2020. In 2020, five of the eleven meetings of the Board were regular meetings and there were six executive sessions. Executive sessions are presided over by the Chairman of the Board (if an independent director) or a Lead Independent Director if the roles of CEO and Chairman are combined, and are generally held in connection with each regularly scheduled Board meeting.


2021 Proxy Statement		Chart Industries, Inc. - 7

Committees of the Board of Directors

The Board has three standing committees that conduct regular business: the Audit Committee; the Compensation Committee; and the Nominations and Corporate Governance Committee. In addition to its standing committees, the Board maintains a Special Stock Plan Committee. The Compensation Committee delegated limited authority to the Special Stock Plan Committee to grant certain equity awards under the Chart Industries, Inc. 2017 Omnibus Equity Plan (the “Omnibus Equity Plan”), as well as awards under the prior 2009 Amended and Restated Omnibus Equity Plan (the “2009 Omnibus Plan” and, collectively, with the Omnibus Equity Plan, the “Omnibus Equity Plans”), to key employees other than executive officers and our business group presidents. The Special Stock Plan Committee is described in more detail on page 10.

The Board of Directors may change committee membership from time to time on the recommendation of the NCGC.


Nominations and Corporate Governance Committee

Current Members		Met three times in fiscal year 2020
Singleton B. McAllister (Chair) Steven W. Krablin Michael L. Molinini

Independence. The NCGC is composed entirely of directors who meet the independence requirements under the NYSE standards and the rules of the SEC.

Primary Responsibilities. The NCGC is responsible for, among other things: (1) developing, recommending and reviewing the adequacy of the corporate governance principles applicable to us; (2) developing and recommending to the Board compensation for Board members; (3) reviewing our compliance with state and federal corporate governance laws and regulations and with the NYSE corporate governance listing requirements; (4) making recommendations to the Board regarding the size and composition of the Board; (5) establishing criteria for the selection of new directors to serve on the Board and reviewing the appropriate skills and characteristics required of directors; (6) identifying, screening and recommending nominees to be proposed by us for election as directors at the Annual Meeting, or to fill vacancies; (7) considering and reviewing the qualifications of any nominations of director candidates validly made by stockholders; (8) reviewing the committee structure of the Board and recommending, on an annual basis, directors to serve as members of each committee; (9) establishing criteria for, overseeing the process for, and leading the annual performance self-evaluation of the Board and each committee; (10) reviewing any director resignation letter tendered in accordance with the Company’s Corporate Governance Guidelines, and evaluating and recommending to the Board whether such resignation should be accepted; and (11) overseeing the Company’s strategy on corporate social responsibility and sustainability, and developing related policies and procedures.

Charter. The NCGC is governed by the NCGC Charter, adopted by the Board. A copy of the NCGC Charter can be found online at www.chartindustries.com by clicking on the link for Investors. You also can obtain a printed copy of the NCGC Charter, free of charge, by writing to: Secretary, c/o Chart Industries, Inc., 3055 Torrington Drive, Ball Ground, Georgia 30107.


Audit Committee
Current Members		Met six times in fiscal year 2020
Carey Chen (Chair) Steven W. Krablin David M. Sagehorn

Independence and Financial Expertise. Our Board has determined that each member of the Audit Committee satisfies the current independence standards of NYSE and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934 (the “Exchange Act”). Our Board has determined that each of Messrs. Chen, Krablin and Sagehorn qualifies as an Audit Committee “financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K and that all members of the Audit Committee satisfy the NYSE financial knowledge and sophistication requirements.


8 - Chart Industries, Inc.		2021 Proxy Statement

Primary Responsibilities. The Audit Committee is responsible for, among other things: (1) appointing, retaining, compensating, evaluating and terminating our independent registered public accounting firm and approving in advance any audit or non-audit engagement or relationship between us and such auditor; (2) approving the overall scope of the audit; (3) assisting the Board in monitoring the integrity of our financial statements, the independent registered public accounting firm’s qualifications and independence, the independent registered public accounting firm’s performance, and our internal audit function and our compliance with legal and regulatory requirements; (4) annually reviewing the independent registered public accounting firm’s report describing the independent registered public accounting firm’s internal quality-control procedures and any material issues raised by the most recent internal quality-control review, peer review, or regulatory review of the independent registered public accounting firm; (5) discussing the annual audited financial and quarterly statements with management and the independent registered public accounting firm; (6) discussing earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies; (7) discussing with management the Company’s major risk exposures and processes to monitor and control those exposures, including risk assessment and risk management policies; (8) meeting separately, periodically, with management, internal auditors and the independent registered public accounting firm; (9) reviewing with the independent registered public accounting firm any audit problems or difficulties and management’s response; (10) setting clear hiring policies for employees or former employees of the independent registered public accounting firm; (11) annually reviewing the adequacy of the Audit Committee’s written charter; (12) reviewing with management any legal matters that may have a material impact on us and our financial statements; (13) reviewing the operation of the internal audit function including the quality and adequacy of internal controls and significant reports to management; (14) reviewing and approving any transaction between the Company and any related person, in accordance with the Company’s Related Party Transaction Policies and Procedures; and (15) reporting regularly to the full Board.

Charter. The Audit Committee is governed by the Audit Committee Charter, adopted by the Board. A copy of the Audit Committee Charter can be found online at www.chartindustries.com by clicking on the link for Investors. You also can obtain a printed copy of the Audit Committee Charter, free of charge, by writing to: Secretary, c/o Chart Industries, Inc., 3055 Torrington Drive, Ball Ground, Georgia 30107.


Compensation Committee
Current Members		Met four times in fiscal year 2020
Michael L. Molinini (Chair) Carey Chen Singleton B. McAllister David M. Sagehorn

Independence. The Compensation Committee is composed entirely of directors who meet the independence requirements under the NYSE standards and the rules of the SEC.

Primary Responsibilities. The Compensation Committee is responsible for, among other things: (1) reviewing key employee compensation policies, plans and programs; (2) reviewing and approving the compensation of our CEO and other executive officers; (3) reviewing and approving employment contracts and other similar arrangements between us and our executive officers; (4) reviewing and consulting with the CEO on the selection of officers and evaluation of executive performance and other related matters; (5) administration of stock plans and other incentive compensation plans; (6) overseeing compliance with any applicable compensation reporting requirements of the SEC; (7) approving the appointment and removal of trustees and investment managers for pension fund assets; (8) retaining consultants to advise the committee on executive compensation practices and policies; (9) establishing and periodically reviewing succession plans for our executive officers and others; (10) determining stock ownership guidelines for the CEO and other executive officers and monitoring compliance with such guidelines; and (11) handling such other matters that are specifically delegated to the Compensation Committee by the Board from time to time.

To further assist it in carrying out its responsibilities, the Compensation Committee engaged Meridian Compensation Partners, LLC (“Meridian”), an independent compensation consulting firm, to assist in evaluating our executive compensation structure and expenses. The Compensation Committee may change its compensation consultant from time to time in its sole discretion. Prior to engaging Meridian to provide consulting


2021 Proxy Statement		Chart Industries, Inc. - 9

services for 2020, the Compensation Committee considered Meridian’s representations demonstrating its independence under applicable NYSE standards and concluded Meridian was independent.

In 2020, Meridian’s duties and responsibilities included:

•

Providing information and advice relative to base salary, annual incentive compensation targets, and long-term incentive compensation award decisions for executive officers;

•

Providing information and advice on the selection of companies and groups of companies against which to benchmark executive compensation;

•

Providing information on compensation paid by peer companies and companies in broader industry groups to their executive officers;

•

Providing information and advice regarding market practices as to various executive compensation arrangements;

•

Evaluating the competitiveness of the total direct compensation of the Company’s executive officers and other executives and each of its individual components, including base salary, annual bonus and long-term incentive awards;

•

Advising the Compensation Committee on alternative structures, forms of compensation, performance measures and allocation considerations;

•

Providing information and advice about changes in executive compensation practices, trends and regulation; and

•

Providing information and advice on director compensation to the NCGC.

The Compensation Committee engaged Pay Governance LLC to carryout similar duties with respect to providing guidance on 2021 compensation structure and metrics, as well as the development of an additional compensation peer group for 2021 with respect to the performance-based TSR Modifier contained in the 2021 PSU awards, as described herein on page 28.

Charter. The Compensation Committee is governed by the Compensation Committee Charter, adopted by the Board. A copy of the Compensation Committee Charter can be found at www.chartindustries.com by clicking on the link for Investors. You also can obtain a printed copy of the Compensation Committee Charter, free of charge, by writing to: Secretary, c/o Chart Industries, Inc., 3055 Torrington Drive, Ball Ground, Georgia 30107.

Special Stock Plan Committee. In October 2012, the Board established the Special Stock Plan Committee of the Board. The Special Stock Plan Committee consists of two members: Ms. Evanko and Mr. Molinini. The Special Stock Plan Committee was created to provide the Compensation Committee with the ability to delegate authority to grant a limited quantity of equity awards under our shareholder-approved Omnibus Equity Plans to key employees other than our executive officers and business group presidents. While the Special Stock Plan Committee generally acts by written consent without a meeting, in lieu of holding regularly scheduled meetings, the Compensation Committee receives an update on activity of the Special Stock Plan Committee at each meeting of the Compensation Committee. The Special Stock Plan Committee takes action as necessary to fulfill its purpose of allowing the Company to provide limited equity awards to employees under parameters preapproved by the Compensation Committee, without the time and expense incurred when the Compensation Committee approves individual awards.

Role of Executive Officers in Compensation Decisions

Our CEO makes recommendations to the Compensation Committee for the compensation of our other executive officers, including recommendations of salary adjustments, if any, annual cash incentives, and long-term and short-term awards. The CEO’s recommendations are based on her annual review of the performance of the other executive officers and data provided by the compensation consultant concerning compensation practices among the Company’s peer and broader industry groups. The Compensation Committee considers the CEO’s recommendations when making executive compensation decisions, but the Compensation Committee retains full discretion to set all compensation for our executive officers.


10 - Chart Industries, Inc.		2021 Proxy Statement

CEO Succession Planning

Our Compensation Committee, along with oversight by the Board, periodically reviews and is responsible for the management, oversight, and monitoring of our succession planning process. We believe that having a succession planning process in place is fundamental to a comprehensive program of good corporate governance.

Board Succession Planning and Selection and Nomination of Directors

New director nominees may be identified to the NCGC by professional search firms. Prospective director nominees are also identified through contacts of the members of the Board or members of senior management, or through recommendations of potential candidates by stockholders, employees, or others. Once a prospective director nominee has been identified, the NCGC uses both the information provided to it, and information gathered through its own inquiries, to make an initial determination regarding the suitability and qualifications of the proposed candidate. In selecting new directors of the Company, consideration is given to individual director candidates’ personal qualities and abilities, the Board members’ collective skills and aptitudes for conducting oversight of the Company and management, and duties imposed by law and regulation. Important factors include:

•

Collectively, Board members will bring to the Company a broad range of complementary skills (such as an understanding of finance, manufacturing, operations, strategy and development, industrial gas, energy markets, sales and marketing, and experience in public company governance and international business), educational and professional expertise, industry and regulatory knowledge, and diversity of perspectives to build a capable, responsive, and effective Board;

•

Directors will have experience in policy-making levels of business and must have an aptitude for evaluating business matters and making practical and mature judgments;

•

Each director must, as determined by the Board, be qualified to perform duties of a director in accordance with the Delaware General Corporation Law as evidenced by the director’s experience, accomplishments, skills and integrity;

•

Directors must be persons possessing the highest personal values and integrity;

•

Directors must be able to perform their duties in the best interests of the Company and its stockholders, without conflicts of interest; and

•

Ensuring that the Company complies with all legal and regulatory requirements concerning the independence and composition of the Audit Committee, NCGC, Compensation Committee, and any other committees of the Board, subject to any exemptions provided by the Listing Standards of the NYSE.

Directors must have time available to devote to Board activities, and the ability to work collegially with other Board members. In determining whether to recommend a director for re-election, the NCGC also considers a director’s past attendance at meetings and participation in and contribution to the activities of the Board. At all times, at least one member of the Board must meet the definition of “financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K, and serve on the Company’s Audit Committee.

The NCGC considers all of the foregoing factors, among others, in identifying director candidates. The Company does not have a policy that requires us to consider the impact of any one factor by itself. In considering whether to recommend any candidate, including candidates recommended by stockholders, the NCGC applies the factors set forth in our Corporate Governance Guidelines and the NCGC Charter, which provide that diversity should be considered in the director identification and nomination process. The NCGC seeks nominees with a diversity of experience, professions, skills, gender, race, geographic representation and backgrounds that collectively will build a capable, responsive and effective Board that is prepared to address the Company’s strategic oversight and governance challenges. Although the NCGC does not assign specific weight to particular factors, any qualified nominee should have a core skill set that enables the nominee to serve the Company well as a director. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will enable the Board to fulfill its responsibilities.

The NCGC will use the above enumerated factors to consider potential candidates regardless of the source of the recommendation. Stockholder recommendations for director nominations may be submitted to the Company


2021 Proxy Statement		Chart Industries, Inc. - 11

pursuant to the requirements described below in “Stockholder Communications with the Board.” Stockholder recommendations for director nominations will be forwarded to the NCGC for consideration, provided such recommendations are accompanied by sufficient information to permit the NCGC to evaluate the qualifications and experience of a nominee. See the “Stockholder Communications with the Board” section for more information about our advance notice requirements for stockholder nominations of director candidates.

Stockholder Communications with the Board

Stockholders may communicate concerns directly to the entire Board, or specifically to non-management directors of the Board. These communications may be confidential or anonymous, if so designated, and may be submitted in writing to the following address: Secretary, c/o Chart Industries, Inc., 3055 Torrington Drive, Ball Ground, Georgia 30107. The status of outstanding concerns is reported on a quarterly basis to the Chairman.

Stockholder recommendations for director nominations will be forwarded to the NCGC to evaluate the qualifications and experience of the nominees. To be in proper written form, a stockholder’s notice proposing nominations of persons for election to the Board must set forth:

•

the name, age, business address and residence address of the proposed nominee;

•

the principal occupation or employment of the proposed nominee;

•

the class, series and number of all shares of stock of the Company which are owned by the proposed nominee;

•

the name of each nominee holder of shares owned beneficially but not of record by the proposed nominee and the number of shares of stock held by each such nominee holder;

•

whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of the proposed nominee with respect to the stock of the Company and whether any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock) has been made by or on behalf of the proposed nominee, the effect or intent of any of the foregoing being to mitigate loss to, or manage risk of stock price changes for, the proposed nominee or to increase the voting power or pecuniary or economic interest of the proposed nominee with respect to the stock of the Company;

•

the written consent of each proposed nominee to being named as a nominee and to serve as a director if elected;

•

any other information relating to the proposed nominee that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the Exchange Act and the rules and regulations promulgated under the Exchange Act; and

•

as to the stockholder giving the notice and any beneficial owner on whose behalf the nomination is made:

•

the name and record address of such stockholder;

•

the class, series and number of all shares of stock of the Company which are owned by such stockholder and any beneficial owner;

•

the name of each nominee holder of shares owned beneficially but not of record by such stockholder and the number of shares of stock held by each such nominee holder;

•

whether and the extent to which any derivative instrument, swap, option, warrant, short interest, hedge or profit interest or other transaction has been entered into by or on behalf of such stockholder or such beneficial owner with respect to the stock of the Company and whether any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares of stock) has been made by or on behalf of such stockholder or beneficial owner, the effect or intent of any of the foregoing being to mitigate loss to, or manage risk of stock price changes for, such stockholder or beneficial owner or to increase the voting power or pecuniary or economic interest of such stockholder or beneficial owner with respect to the stock of the Company;


12 - Chart Industries, Inc.		2021 Proxy Statement

•

a description of all agreements, arrangements, or understandings between such stockholder and any beneficial owner and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination is made by such stockholder and any material interest of such stockholder or beneficial owner in such nomination, including any anticipated benefit to the stockholder or beneficial owner therefrom;

•

a representation that such stockholder will provide the Company in writing the information required above as of the record date for the meeting promptly following the later of the record date or the date notice of the record date is first publicly announced;

•

a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice; and

•

any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to the Exchange Act.

In connection with the nomination of potential directors, the advance notice requirements described below are designed to ensure that all relevant information about proposed director nominees and the proponent of any director nominee is made available for consideration by stockholders, our Board, and the members of the NCGC.

Our By-Laws provide that stockholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of stockholders must provide timely notice of their proposal in writing to the corporate secretary. Generally, to be timely, a stockholder’s notice must be received at our principal executive offices not less than 90 calendar days nor more than 120 calendar days prior to the first anniversary of the date of the preceding year’s annual meeting or at such other time as specified in our By-Laws. Our By-Laws also specify requirements as to the form and content of a stockholder’s notice. You can obtain a printed copy of our By-Laws, free of charge, by writing to: Secretary, c/o Chart Industries, Inc., 3055 Torrington Drive, Ball Ground, Georgia 30107.

Code of Ethical Business Conduct and Officer Code of Ethics

The Board has adopted our Code of Ethical Business Conduct and our Officer Code of Ethics, each of which are available online at www.chartindustries.com by clicking on the link for Investors. You also can obtain a printed copy of these documents, free of charge, by writing to: Secretary, c/o Chart Industries, Inc., 3055 Torrington Drive, Ball Ground, Georgia 30107.

To enhance employee awareness of our Code of Ethical Business Conduct, we conduct periodic ethics and compliance training for all of our employees to provide them with the knowledge necessary to maintain our high standards of ethics and compliance. In addition, we provide employees with the ability to leave reports, anonymously, on an Ethics hotline maintained by an unaffiliated third party, and those reports are provided to the appropriate members of the Board of Directors, as well as members of management designated to serve as Ethics Representatives. Chart’s Ethics Representatives also assist in the administration of, and encourage adherence with, our Code of Ethical Business Conduct.

Environmental and Sustainability Policy

As a responsible corporate citizen, Chart’s belief is that financial performance and responsibility for our environment, our employees and the global communities we touch are inextricably linked.

To progress towards our sustainability goals, Chart is committed to:

•

minimizing the adverse environmental impact of our products, our operations and our supply chain;

•

providing a safe working environment, learning opportunities and career growth for all our employees;

•

striving to communicate and incorporate sustainability initiatives throughout our supply chain;

•

educating, developing and empowering our employees, and thus enabling them to identify and adopt best practices that will enhance sustainability; and


2021 Proxy Statement		Chart Industries, Inc. - 13

•

maintaining our financial responsibility to our stockholders and employees while supporting our sustainability initiatives.

We have adopted an Environmental and Sustainability Policy, a Supplier Code of Conduct, and a Quality, Health, Safety and Environmental Policy, all of which are available online at www.chartindustries.com by clicking on the link for “About Chart” and then clicking on “Corporate Responsibility.” You also can obtain a printed copy of these documents, free of charge, by writing to: Secretary, c/o Chart Industries, Inc., 3055 Torrington Drive, Ball Ground, Georgia 30107.

In support of these goals, we are expanding our reporting on key Environmental, Social and Governance metrics that follow relevant standards, including those of the Sustainability Accounting Standards Board Foundation and contributions to the United Nations Sustainable Development Goals; and additional disclosures such as: energy management, employee health and safety, remanufacturing design and services, diversity, ethics, customer requirements and community involvement. We also have added an Environmental, Social, and Governance component to our short-term incentive awards for 2021 as described in “Compensation, Discussion, and Analysis” on page 23. Our continued progress with respect to our internal Environmental and Sustainability policy and objectives, as well as external impact of our clean energy solutions are highlighted below.


In 2020, Chart Industries’ Products Helped:						Other Highlights

LOGO

Notes:

(1)

Natural gas emits between 45% and 55% lower greenhouse gas emissions than coal when used to generate electricity, and around 20% lower CO2 than oil according to IEA data. It also has a reduced impact on local air quality compared to diesel, which is currently used for power generation in many locations around the world. Compared to burning diesel, natural gas reduces NOx emissions by up to 85% and produces almost no SOx and particulate matter.

(2)	Although not considered in the figures above, for every megawatt of electricity produced using natural gas instead of coal, the amount of water withdrawn from local rivers and groundwater is reduced by 10,500 gallons.


14 - Chart Industries, Inc.		2021 Proxy Statement

PROPOSAL 1 — ELECTION OF DIRECTORS

Our By-Laws permit the Board to establish by resolution the authorized number of directors. In connection with the Board’s continual assessment of the size and operation of the Board, the Board has set the size of the Board at six members and accordingly nominated six current directors who will be standing for election at the Annual Meeting.

Each director elected at the Annual Meeting will serve a one-year term expiring at our annual meeting of stockholders in 2022. The six director nominees have each indicated willingness to serve if elected. However, if any of the nominees should become unable or unwilling to serve, the Board may either reduce its size, or designate or not designate a substitute nominee. If the Board designates a substitute nominee, proxies that would have been cast for the original nominee will be cast for the substitute nominee, unless instructions are given to the contrary.

Corporate

Governance
Experience

LOGO

International
Experience

LOGO

Finance
Experience

LOGO

Corporate
Development/

Strategic
Experience

LOGO

Industry/
Operations
Experience

LOGO

Management
Experience

LOGO

Carey Chen

⬛

Jillian C. Evanko

⬛

Steven W. Krablin

⬛

Singleton B. McAllister

⬛

Michael L. Molinini

⬛

David M. Sagehorn

⬛

The information below provides each nominee’s name, age as of March 17, 2021, and existing position with the Company, as well as the skills, attributes and experience of the nominees that led the Board, and the NCGC, to determine it appropriate to nominate these directors for election.

✓

Our Board of Directors unanimously recommends a vote FOR the election of each of the following nominees for director:


2021 Proxy Statement		Chart Industries, Inc. - 15

LOGO

Director Since: 2018

Committee

Memberships:

• Audit (Chair)

• Compensation

Carey Chen

Age: 48

Mr. Chen is currently the Chief Executive Officer of Incodema Holdings, LLC, a company that provides rapid, precision, and on-demand manufacturing of CNC-machined, sheet metal fabricated, and photo-chemical etched custom engineered parts. Immediately prior, he served as Executive Chairman of the Board and President of Cincinnati Incorporated, a manufacturer of large industrial machine tools from January 2015 until July 2020. Prior to joining Cincinnati Incorporated, Mr. Chen served as Vice President of Hypertherm, Inc., a global provider of cutting products and solutions. During his eight year tenure at Hypertherm, Inc., Mr. Chen held various operating and corporate roles including Vice President & General Manager — Light Industrial Businesses, Chief Financial Officer and Chief Information Officer. Mr. Chen currently serves as Chairman of the Board for Roberts Hawaii, Inc., and serves as an independent director for Hisco, Inc., Midwest Composite Technologies, LLC, and Digital Alloys, Inc. Mr. Chen is also the Treasurer of the American Welding Society.

In light of our business and structure, the Board nominated Mr. Chen to serve on our Board of Directors for the following reasons. Mr. Chen offers significant strategic and financial experience, being the Chief Executive Officer of Incodema Holdings, LLC and as having served as the Executive Chairman and President of Cincinnati Incorporated and as the Chief Financial Officer of Hypertherm, Inc. Our Board has determined that Mr. Chen qualifies as a “financial expert,” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K. He has extensive experience in the manufacturing industry in which we are heavily involved. Mr. Chen also has international, corporate development, and operations experience, all of which are important to us. The Board believes that Mr. Chen’s experience will enhance the knowledge of the Board and provide useful insights to management.

LOGO

Director Since: 2018

President and CEO

Jillian C. Evanko

Age: 43

Ms. Evanko was appointed Chief Executive Officer and President on June 12, 2018 and served as Chief Financial Officer from March 1, 2017 until January 14, 2019 and more recently, from August 2019 until March 2021. Ms. Evanko also served as Treasurer from August 2019 through February 2021. Ms. Evanko joined Chart on February 13, 2017 as Vice President of Finance. Prior to joining Chart, Ms. Evanko served as the Vice President and Chief Financial Officer of Truck-Lite Co., LLC, a manufacturer of lighting and specialty products for the truck and commercial vehicle industries, since October 2016, prior to which she held multiple executive positions at Dover Corporation, a diversified global manufacturer, and its subsidiaries, including the role of Vice President and Chief Financial Officer of Dover Fluids since January 2014. Prior to joining Dover in 2004, Ms. Evanko worked in valuation services at Arthur Andersen, LLP and also held audit and accounting roles for Honeywell and Sony Corporation of America. Ms. Evanko recently served from February 2019 until January 2021 as an independent director of the Boards of Alliant Energy Corporation and its subsidiaries, Interstate Power and Light Company and Wisconsin Power and Light Company and as a member of the Audit Committee and the Operations Committee of those companies’ Boards. In January 2021, Ms. Evanko was appointed as an independent director of Parker-Hannifin Corporation.

In light of our business and structure, the Board nominated Ms. Evanko to serve on our Board of Directors for the following reasons. As a result of her prior service with Dover Corporation, Ms. Evanko brings to the Board extensive experience in management and operations of a multinational, diversified business, with significant mergers & acquisitions experience. In her capacity as Chart’s CEO and President, and her prior service as CFO, she has gained valuable experience and familiarity with our day-to-day operations and the fundamental operations of our business, which enhances the knowledge of the Board.


16 - Chart Industries, Inc.		2021 Proxy Statement


Director Since: 2006 Chairman of the Board Committee Memberships: • Audit • Nominations and Corporate Governance		Steven W. Krablin Age: 70 Mr. Krablin has been a private investor since 2005. He served as President, Chief Executive Officer and Chairman of the Board of T-3 Energy Services, Inc. from March 2009 until the sale of T-3 in January 2011. T-3 was an oilfield services company that manufactured products used in the drilling, production and distribution of oil and gas. From January 1996 until his retirement in April 2005, Mr. Krablin served as Senior Vice President and Chief Financial Officer of National Oilwell, Inc., a manufacturer and distributor of oil and gas drilling equipment and related services and products. Mr. Krablin also serves as a director of Precision Drilling Corporation and was a director, until September 2020, of Hornbeck Offshore Services, Inc.
		In light of our business and structure, the Board nominated Mr. Krablin to serve on our Board of Directors for the following reasons. Mr. Krablin offers significant strategic and financial experience, having served as a Chief Executive Officer, Chief Financial Officer, and a director of public companies. Our Board has determined that Mr. Krablin qualifies as a “financial expert,” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K. He has extensive experience in the energy and manufacturing industries in which we are heavily involved. Mr. Krablin also has international, corporate development, operations and sales and marketing experience, all of which are important to us. The Board believes that Mr. Krablin’s experience will enhance the knowledge of the Board and provide useful insights to management.


Director Since: 2019 Committee Memberships: • Compensation • Nominations and Corporate Governance (Chair)		Singleton B. McAllister Age: 68 Ms. McAllister is currently of counsel at Husch Blackwell, a law firm in Washington, DC, where she provides public policy, regulatory and government affairs counseling. Since 2001, Ms. McAllister has served as a director of Alliant Energy, a public utility holding company. Since 2018, Ms. McAllister has served as a director of Anterix Inc., a wireless communications company and a member of the proxy Board of Securitas Critical Infrastructure Services, Inc. Ms. McAllister was a director of United Rentals from 2004 to 2018.
		In light of our business and structure, the Board nominated Ms. McAllister to serve on our Board of Directors for the following reasons. Ms. McAllister brings substantial legal, corporate governance and government relations experience to the Board. The Board believes that Ms. McAllister’s experience will enhance the knowledge of the Board and provide useful insights to management.


2021 Proxy Statement		Chart Industries, Inc. - 17

LOGO

Director Since: 2017

Committee

Memberships:

• Compensation
(Chair)

• Nominations and
Corporate
Governance

Michael L. Molinini

Age: 70

Mr. Molinini served as Chief Executive Officer and President of Airgas, Inc. (“Airgas”) from August 2012 until May 23, 2016, and was Interim Chief Executive Officer from May 23, 2016 until June 30, 2016, when Airgas was acquired by Air Liquide. Before that time, from January 2005 until August 2012, Mr. Molinini served as Executive Vice President and Chief Operating Officer of Airgas. He was Airgas’s Senior Vice President of Hardgoods Operations from August 1999 until January 2005, and Vice President of the Airgas Direct Industrial Group from April 1997 until July 1999. Before joining Airgas, Mr. Molinini served as Vice President of Marketing at National Welders Supply Company, from 1991 until April 1997. Before joining National Welders, Mr. Molinini was with the Linde Division of Union Carbide Corporation for 19 years, where he held various operations, sales and management positions, including President of Linde Gases of the Southeast. Mr. Molinini also served as a director of Airgas from May 2012 until May 2016.

In light of our business and structure, the Board nominated Mr. Molinini to serve on our Board of Directors for the following reasons. Through his extensive experience in management and executive-level positions at Airgas and earlier at National Welders and Linde, Mr. Molinini has over 32 years of experience in the industrial, medical, and specialty gas industries. Mr. Molinini brings to our Board a deep understanding of the industrial gas and associated products and services industries. In addition to his deep understanding of several industries important to our Company, as a result of his experience serving as Chief Executive Officer, Chief Operating Officer, and director of a publicly traded company, he offers valuable perspectives on business leadership, finance and general management. The Board believes Mr. Molinini’s experience will enhance the knowledge of the Board and provide useful insights to management.

LOGO

Director Since: 2019

Committee

Memberships:

• Audit

• Compensation

David M. Sagehorn

Age: 57

Mr. Sagehorn served as the Executive Vice President and Chief Financial Officer of Oshkosh Corporation, a global producer of specialty trucks, truck bodies, and access equipment used in the defense, construction, and services markets, from 2007 until April 2020. Prior to his role as Executive Vice President and Chief Financial Officer of Oshkosh Corporation, Mr. Sagehorn served in various roles at Oshkosh, including as Director — Business Development, Vice President — Defense Segment Finance, Vice President — McNeilus Commercial Segment Finance, Vice President — Business Development and Vice President and Treasurer. He joined Oshkosh as Senior Manager — Mergers & Acquisitions, in 2000.

In light of our business and structure, the Board nominated Mr. Sagehorn to serve on our Board of Directors for the following reasons. Mr. Sagehorn has over 30 years of financial and strategic operations experience, including through substantial service in executive-level positions in the global manufacturing industry at Oshkosh Corporation. Our Board has determined that Mr. Sagehorn qualifies as a “financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K. As a multinational manufacturer, we benefit substantially from Mr. Sagehorn’s background in this area. In addition to his extensive financial experience, Mr. Sagehorn also has significant corporate development and strategic planning experience. The Board believes that Mr. Sagehorn’s experience will enhance the knowledge of the Board and provide useful insights to management.


18 - Chart Industries, Inc.		2021 Proxy Statement

COMPENSATION COMMITTEE REPORT

Report of the Compensation Committee on Executive Compensation

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with the Company’s management. Based on that review and discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K and in the Company’s definitive proxy statement prepared in connection with its 2020 Annual Meeting of Stockholders.

Compensation Committee

Michael L. Molinini, Chairman

Carey Chen

Singleton B. McAllister

David M. Sagehorn

The above Report of the Compensation Committee does not constitute soliciting material and should not be deemed filed with the Commission or subject to Regulation 14A or 14C (other than as provided in Item 407 of Regulation S-K) or to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically requests that the information in this Report be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act. If this Report is incorporated by reference into the Company’s Annual Report on Form 10-K, such disclosure will be furnished in such Annual Report on Form 10-K and will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act as a result of furnishing the disclosure in this manner.


2021 Proxy Statement		Chart Industries, Inc. - 19

COMPENSATION DISCUSSION AND ANALYSIS SUMMARY

Introduction

This Compensation Discussion and Analysis provides an overview of our business performance in 2020, highlights the key components and structure of our executive compensation program, discusses the principles underlying our compensation policies and procedures, and addresses other matters we believe explain and demonstrate our performance-based compensation philosophy. Since it describes our executive compensation program for 2020, this Compensation Discussion and Analysis does not address our business and financial results, or our executive compensation for 2021 in its entirety. The Compensation Committee will consider such impacts when reviewing our 2021 executive compensation program and may align 2021 executive compensation with the current economic environment. Those 2021 executive compensation program decisions will be described in our proxy statement for next year’s annual meeting of stockholders.

The following four individuals are referred to throughout this proxy statement as our named executive officers (or “NEOs”):

2020 Named Executive Officers



Current Executive Officers		Position
Jillian C. Evanko		CEO, President and Chief Financial Officer
Herbert G. Hotchkiss		Vice President, General Counsel and Secretary
Gerald F. Vinci		Vice President, CHRO

Former Executive Officer
John C. Bishop		Former Chief Operating Officer



The Compensation Discussion and Analysis is comprised of the following:	Where it can be found:
1. Executive Summary.		Pg. 21
2. Review of 2020 Say On Pay Advisory Vote.		Pg. 26
3. Compensation Philosophy.		Pg. 27
4. Benchmarking Methodology.		Pg. 27
5. 2020 Compensation Decisions.		Pg. 28
6. Elements of Compensation.		Pg. 29
7. Other Compensation Policies.		Pg. 35


20 - Chart Industries, Inc.		2021 Proxy Statement

EXECUTIVE AND DIRECTOR COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Strategy and Leadership.

In 2020, we continued to build on our strategy to focus on our core cryogenic engineering and products for the industrial gas and clean energy spaces, highlighted by the execution of a strategy to invest and focus on the transition to clean energy solutions within the industry. As part of this strategy and as described below, we divested our Cryobio business and invested in and acquired businesses focused on clean energy solutions, including hydrogen, CO₂capture, and water treatment applications. In connection with our continued strategic transformation and to provide greater transparency to our shareholders, we changed our reportable segments to the following four segments: Cryo Tank Solutions, Heat Transfer Systems, Specialty Products and Repair, and Service and Leasing.

Our management team, led by Ms. Evanko, our Chief Executive Officer (“CEO”) and President, Gerald F. Vinci, our Vice President, Chief Human Resources Officer (“CHRO”), and Herbert G. Hotchkiss, Vice President, General Counsel & Secretary (“General Counsel”), their dedicated teams and the rest of the Chart organization, swiftly responded to the challenges posed by the COVID-19 Pandemic, taking strong and proactive steps to ensure the health and safety of our employees worldwide, as well as serving the needs of our customers and communities, all while contributing to our enhanced operating performance and the execution of a number of strategic initiatives in 2020, each as described below. The Company also drove efficiencies and enhanced accountability within the organizational structure, by flattening the management structure and placing general managers, instead of the previous operating President model, in charge of the various business units.

Subsequent to year-end, on March 16, 2021, Scott W. Merkle was promoted from Vice President and Chief Accounting Officer to Vice President and Chief Financial Officer. Mr. Merkle is also the Company’s Treasurer. Mr. Merkle succeeds Ms. Evanko in the CFO role, and Ms. Evanko will continue in her position as Chief Executive Officer and President. Also on March 16, 2021, Robin Catalano was promoted from Vice President and Corporate Controller to Vice President and Chief Accounting Officer and succeeds Mr. Merkle in the role as Chief Accounting Officer.

Fiscal 2020 Business Performance Highlights.

Operating Performance. The results of our strategic investments, transformation into the clean energy markets and continued execution and the corresponding benefits of our cost-reduction initiatives were demonstrated in our strong performance in 2020. Specifically, sales in 2020 were $1,177.1 million, down only slightly from $1,215.5 million in 2019 despite the presence of the challenges associated with the COVID-19 Pandemic, while gross profit in 2020 increased by $34.6 million to $332.1 million. SG&A expenses decreased by $27.5 million, or 13.4% in 2020 compared to 2019 across multiple SG&A categories primarily as a result of cost reduction initiatives. Evidencing the strength of our business and success in margin enhancements resulting from ongoing cost structure improvements across our organization, operating income was a record in each of our four segments, both on an absolute basis and as a percentage of sales. Resulting net income from continuing operations attributable to Chart was $68.9 million for 2020, up from $31.4 million in 2019.

The strength of the Company’s business was further demonstrated by multiple full year 2020 records, and include the following:

Backlog

Orders

Net Sales

Gross Profit $

Gross Profit
Margin

Operating
Income $

Operating
Margin

Adj. EPS

Chart Industries

✓

Cryo Tank Solutions

✓

N/A

Heat Transfer Systems

✓

N/A

Repair, Service, & Leasing

✓

N/A

Specialty Products

✓

N/A


2021 Proxy Statement		Chart Industries, Inc. - 21

Strategic Initiatives and Growth Objectives. Chart enters 2021 well positioned to capitalize on opportunities. Our objectives are to grow earnings, improve margins and enhance the scale and the diversity of our offerings. Management emphasizes strong cash flow growth and cash return on investment. In 2020, we continued to pursue our overall strategic plan and have successfully transformed our business into a leading provider of clean energy solutions:

•

Continued Execution on Business Transformation. Since 2018, we have embarked on a strategic transformation in our business marked by the following major attributes:

•

Move into high-end, specialty markets with lower customer concentration

•

Increased geographic diversity, with substantial additional opportunities in India and Europe

•

Substantial increase in aftermarket parts, service and repair revenues

•

With increased product diversity, less reliance on single large LNG projects

•

Centralized business services and resulting cost rationalization/improvements

•

Broadened set of customers having long-term agreements with the Company

•

As described below, transformation into a market leader in clean energy solutions

•

Execution on Clean Energy Strategy. The Company’s focus on capitalizing on clean energy opportunities continues to be validated by market trends, with the COVID-19 Pandemic accelerating existing macro drivers emphasizing clean energy solutions, including government stimulus and other initiatives targeting further transition to clean energy and to achieve climate targets. During 2020 and early 2021, we executed on the continued rapid transition into clean energy solutions, through a series of strategic investments and acquisitions. We also divested our cryobiological products business for net cash proceeds of $317.5 million. The strategic decision to divest our cryobiological products business reflects our strategy and capital allocation approach to focus on our core capabilities and offerings. The following clean energy investments and acquisitions were closed in 2020 or the first quarter of 2021:

•

Sustainable Energy Solutions, Inc. Acquisition: On December 23, 2020, we completed the acquisition of Sustainable Energy Solutions, Inc. (“SES”). SES’s Cryogenic Carbon Capture^™ (CCC) technology eliminates most emissions from fossil fuels while enabling better use of intermittent renewables through grid-scale energy storage. The stock purchase was completed for a closing purchase price of $20.0 million in cash at closing, subject to a post-closing working capital adjustment, plus a potential earn-out not to exceed $25.0 million in the aggregate.

•

BlueInGreen, LLC Acquisition: On November 3, 2020, we completed the acquisition of BlueInGreen, LLC (“BIG”), a leading dissolved-gas expert providing custom-engineered solutions for water treatment and industrial process applications that delivers tangible economic, social and environmental value. The stock purchase was completed for a purchase price of $20.0 million in cash at closing (subject to customary adjustments), plus a potential earn-out not to exceed $6.0 million in the aggregate.

•

Alabama Trailers Acquisition: On October 13, 2020, we completed the acquisition of the Theodore, Alabama cryogenic trailer and hydrogen trailer (transport) assets of Worthington Industries, Inc. (NYSE: WOR) for $10.0 million in cash. Our Alabama trailers designs, manufactures and sells cryogenic trailers and hydrogen trailers used in industrial gas and energy applications. This acquisition will produce strong synergies by combining Chart’s deep knowledge of cryogenics and liquid hydrogen storage and handling with our Alabama trailers’ expertise and experience in the packaging and assembly of liquid hydrogen trailers.

•

HTEC Investment: During the fourth quarter of 2020, we completed an investment in HTEC Hydrogen Technology & Energy Corporation (“HTEC”) in the amount of CAD20 million ($15.7 million) for 15.6% of its capital stock on a fully-diluted basis. HTEC designs, builds, and operates hydrogen fuel supply solutions to support the deployment of hydrogen fuel cell electric vehicles. It has significant hydrogen development experience in the Canadian market, with signed contracts for numerous projects across the country.

•

McPhy Investment: Also during the fourth quarter of 2020, we made an investment in McPhy (Euronext Paris: MCPHY – ISIN; FR0011742329) by subscribing to 1,276,595 shares for 30 million euros ($35.1 million). As of December 31, 2020, we hold 4.6% of the capital of McPhy and the value of the investment was $53.8 million.


22 - Chart Industries, Inc.		2021 Proxy Statement

•

Svante Inc. Investment: On February 2, 2021, we made a $15 million investment in Svante Inc., a leading global manufacturer of liquefaction and cryogenic equipment for the energy and industrial gas markets, the investment represents under 10% of Svante’s capital stock on a fully diluted basis. In connection with the investment, we entered into a binding commercial memorandum of understanding establishing how the companies will explore commercial opportunities to develop an integrated carbon capture solution using Svante’s rapid absorption technology and our cryogenic carbon capture technology to make high-purity CO₂ products from industrial five gas systems.

•

Cryogenic Gas Technologies, Inc.: On February 16, 2021, we acquired Cryo Technologies for $55 million in cash (subject to certain customary adjustments). Cryo Technologies is a global leader in custom engineered process systems to separate, purify, refrigerate, liquefy and distribute high value industrial gases such as hydrogen, helium, argon and hydrocarbons with design capabilities for cold boxes for hydrogen and helium use. The distribution systems Cryo Technologies supplies are located within the helium and hydrogen liquefaction facilities and are inclusive of trailer loading systems, which facilitates the first step in product distribution.

Fiscal 2020 Executive Compensation Highlights.

Pay for Performance. We are fully dedicated to aligning executive pay to Company performance. Compensation opportunities, particularly short- and long-term incentives, are determined at the beginning of each year. The amounts earned from our compensation program are largely driven by Company performance: financial results, strategic accomplishments and growth in shareholder value.

In order to further align compensation with performance, the Compensation Committee has approved several design changes in recent years in order to increase the performance elements of the compensation program and further align compensation to returns of stockholders:

•

Beginning in 2020, and to more closely align NEO compensation with those measurements that the Compensation Committee believes best reflect the performance of our business and operations, the Compensation Committee added a consolidated free cash flow metric to the STI award, replacing the previous working capital metric. The Compensation Committee believed the new free cash flow metric is more aligned with performance than the working capital measure. Similarly to what was done in 2019 with respect to the STI operating income metric as well as PSU awards, the free cash flow metric included a formula to increase the target performance metrics to reflect revenue from large LNG projects, thereby more effectively linking the performance targets to industry and market conditions and eliminating the possibility of skewed results in the event of a one-time significant and unbudgeted large LNG project.

•

Beginning in 2021, PSU awards will also contain a Total Shareholder Return (TSR) modifier, which will adjust the potential payout by 20%, upward or downward, depending upon the Company’s TSR relative to a comparative group, shown on Appendix A, thereby further aligning the award payouts for NEOs to our stockholders’ returns.

•

Beginning in 2021, ESG-related goals will represent 25% of the Strategic and Operating Excellence Goals (“SOEG”) component of the STI program.

•

We also made a number of design changes in 2019 to enhance pay for performance alignment:

•

Increased the portion of performance-based awards, with PSUs representing 40% (versus 20% previously) and options now representing 30% of the total awards (versus 50% previously).

•

Adopted a new form of PSU agreement which includes an operating income metric (in addition to the existing absolute return on average capital (“ROIC”) measure), and included a formula to increase the target performance metrics to reflect revenue from large LNG projects, thereby more effectively linking the performance targets to industry and market conditions and eliminating the possibility of skewed results in the event of a one-time significant and unbudgeted large LNG project.

•

Likewise modified the operating income target under the 2019 STI award to increase the target performance metrics to reflect revenue from large LNG projects.

•

Added a double trigger change in control provision to all 2019 equity award agreements. This change was made to conform to the majority market practice and will apply to situations where a buyer assumes the Company’s outstanding awards; otherwise, the awards revert to a single trigger.


2021 Proxy Statement		Chart Industries, Inc. - 23

Consistent with the performance-based philosophy that is the basis of our compensation program, the Company’s 2020 financial performance directly impacted NEO compensation decisions and pay outcomes. The direct impact and alignment of compensation with our performance is evidenced in part by the following:

•

Continued practice of market-based base salary increases for NEOs. Ms. Evanko’s base salary was increased in 2020, yet remains in a competitive range based on recent market analysis compiled by Meridian. The base salary for the other NEOs, Messrs. Hotchkiss and Vinci, were slightly higher in 2020 than 2019. Ms. Evanko’s base salary represented a smaller portion of her total compensation opportunity than in 2019. This trend will continue in 2021, because the Compensation Committee has determined that her 2021 base salary will remain unchanged from her 2020 base salary and, as a result, performance-based compensation will represent an even greater portion of her total compensation opportunity. This is a reflection of the Compensation Committee’s assessment of various quantitative and qualitative factors.

•

Significantly increased performance targets on a year-over-year basis. The Compensation Committee evaluates and sets performance targets on a yearly basis, taking into account industry and market conditions. Each of the Company’s performance targets were significantly higher in 2020 compared to both 2019 goals and actual results.

•

No adjustments to pre-established STI and LTI performance targets due to COVID-19. While the Compensation Committee takes industry and market conditions into account when setting performance targets, despite the uncertainty associated with the COVID-19 Pandemic and the challenges and successes of the management team associated with navigating through the difficult COVID-19 environment, it determined to maintain the performance standards set earlier in the year and made no adjustment to STI and LTI performance targets for 2020 due to the potential impact of COVID-19.

Discretionary Awards. In light of the continued successful execution on the strategic transformation of our business by Ms. Evanko and members of the management team, as well as the related operational achievements, the Compensation Committee made discretionary bonus awards to the CEO, CHRO and General Counsel in the amounts of $400,000, $50,000 and $50,000, respectively. This was in addition to the formula-based STI award of 74.5% of target, and was made to reflect several considerations, including, ongoing leadership of the organization, sharpened strategic directives, cost-savings measures, record financial results, success in strategically repositioning the business, including through acquisitions, investments, and divestures, and similar positive feedback from shareholders and investors in this regard. Ms. Evanko and members of the management team led the Company in finalizing agreements with major customers (both existing and new), despite the challenges of navigating through a COVID-19 environment, fast tracking cost synergies and consolidations of facilities and recent acquisitions, increasing visibility and communications to investors, completing a strategic financing and equity issuance, executing on margin expansion actions, and launching an Emerging Leaders Program, Engineering Fellows Program, substantive positive momentum in Environmental, Social and Governance matters and a program for community improvement that all portend positively for the future profitability and success of the Company. With the exception of Ms. Evanko, the amounts of the discretionary bonuses were less than the amounts by which these NEOs’ STI payments were below STI target amounts.


24 - Chart Industries, Inc.		2021 Proxy Statement

Compensation Governance Practices. In addition to our emphasis on pay for performance, we design our executive compensation programs to incorporate best practices and strong corporate governance policies and procedures. We consider the risks associated with any particular program, design or compensation decision prior to implementation of same, and believe that these assessments result in long-term shareholder value. A representative sample of these compensation governance practices include:


What We Do		What We Don’t Do
Pay for Performance Focus We heavily weight our compensation programs toward variable, “at risk” compensation in addition to performing regular reviews of market competitiveness and the relationship of compensation to financial performance.		No Guaranteed Pay We do not provide multi-year guarantees for compensation increases, including base pay, and do not guarantee annual bonuses.

Balanced Compensation We structure compensation opportunities that are linked to both short- and long-term periods of time, while aligning compensation with several financial performance metrics that are critical to achievement of sustained growth and shareholder value creation.		No Repricing or Replacement of Stock Options We do not reprice or replace stock options without prior shareholder approval.

Double Trigger Provisions for Change in Control We have change in control arrangements that do not provide for tax gross-ups, are limited to one to three times base pay and bonus and mainly provide for payments only upon a double (not single) trigger. We added double trigger change in control provisions in our equity award agreements for equity awards in 2019 and going forward.		No Payment of Dividends on Unvested Equity We do not pay dividend or dividend equivalents while executive RSUs are unvested.

Clawback Policy We maintain a broad clawback policy that applies to all recent annual or long-term incentive awards for named executive officers and certain other executives.		No Excessive Perks We do not pay excessive perks; our perks are modest, consisting solely of an automobile allowance.

Stock Ownership Policy We maintain stock ownership requirements for our officers and directors.		No Hedging or Pledging Our insider trading policy prohibits short sales, pledging and hedging transactions of our common stock by directors, officers and employees.

Independent Compensation Committee and Consultants We utilize independent directors with significant experience and knowledge of the drivers of our long-term performance, coupled with independent compensation consultants, retained directly by the Committee, to provide input and recommendations on our executive compensation programs.

Good Board Governance Practices We maintain a number of shareholder focused Board governance polices, including; (i) an independent Chairman who sets the direction of the Board and leads Board meetings, including regularly scheduled meetings of our independent directors, (ii) a majority voting policy for the election of directors in uncontested elections, and require an offer to resign by any incumbent director who does not receive more votes “for” election than “withheld”; and (iii) we have not adopted a shareholder rights plan and do not have a staggered Board. Furthermore, we have made great strides in increasing Board diversity, with diverse members currently consisting of one-half of the Board.


2021 Proxy Statement		Chart Industries, Inc. - 25

2020 Compensation Program Overview. Our compensation program seeks to align executive officer compensation with stockholder value creation by both tying compensation to the achievement of measurable financial and long-term strategic business performance objectives, and incentivizing executives’ multi-year retention. Consistent with market practices, a substantial portion of each NEO’s total compensation for 2020 was in the form of equity opportunities that include a mix of time-based and performance metrics, thereby strongly aligning executive compensation with stockholder interests. Overall, the value of executives’ 2020 long-term equity incentive (“LTI”) compensation largely depends on stockholder returns and business performance over time, and target LTI awards continue to comprise the largest portion of the CEO’s total compensation package.

As outlined below, in 2020 our NEOs received options, with value contingent on stock price performance; RSUs, with value contingent on continued employment and stock price performance; and performance units, with value contingent on a combination of the Company’s absolute return on average capital and achievement of operating income metrics. With the exception of base salary, the value of each component of the 2019 executive compensation program is at risk and tied to Company performance, stock price appreciation, or both.



2020 Executive Compensation Program

Component	Description	Fixed or Variable Based on Performance	Primary Value to Stockholder
BASE SALARY	Fixed pay reflecting internal role and competitiveness.	Fixed	Competitive compensation compared to market/retention.
SHORT-TERM INCENTIVE	Annual cash incentive compensation based on meeting pre-approved performance targets.	Variable/Performance-based. Earned only to the extent performance metrics are met.	Motivates executives to drive annual results that positively impact profitability and working capital.
LONG-TERM INCENTIVES
• Stock Options	Right to purchase shares at the closing price on the date of award after the vesting period.	Variable/Performance-based. Valuable to extent stock price increases from the grant date.	Aligns executive compensation with long-term stockholder value creation over, in most cases, a 4-year period.

• Performance Units	Stock awards that vest if Company meets pre-approved absolute return on average capital targets and operating income metrics.	Variable/Performance-based. Earned to the extent performance metrics are met.	Aligns executive compensation with stockholder value creation over a 3-year period.

• Restricted Share Units	Stock awards that vest ratably (except in the case of retention or inducement awards) based on continuous service over a 3-year period.	Variable/Performance-based. Value dependent on the value of stock at the time of vesting.	Aligns executive compensation with stockholder value creation over a 3-year period, plus an embedded retention feature associated with vesting over a 3-year period.

Review of 2020 Say on Pay Advisory Vote

At our 2020 Annual Meeting, our stockholders had the opportunity to provide an advisory vote on the compensation paid to our executive officers, known as a “say on pay” vote. Approximately 93% of the total shares represented at the 2020 Annual Meeting were cast in favor of the compensation provided to our executive officers. As a result of previous “say on pay” results, the Company enhanced its outreach to stockholders by contacting several of its institutional stockholders. These efforts have yielded robust and valuable feedback, much of which, including the desire for increased information and transparency related to the pay-for-performance aspects of our executive compensation is incorporated in this proxy statement. As a result of recent discussions and feedback from investors, the Company modified its PSU award structure for 2021 to add a TSR modifier, as described herein.


26 - Chart Industries, Inc.		2021 Proxy Statement

Compensation Philosophy

Our philosophy and strategy is to provide performance-based, market-driven compensation to attract and retain the talent needed to implement and achieve the Company’s operational and financial goals. Our program is designed to align the interests of our NEOs with the interests of stockholders by promoting executive accountability and rewarding performance that advances our short- and long-term success. A significant portion of each of the NEOs’ total compensation is tied to the achievement of key quantitative financial performance measures, such as combined business unit operating performance (in the case of our short-term cash incentive compensation), and absolute long-term stock price appreciation, return on investment and operating performance (in the case of our LTI awards).

While compensation will vary relative to the achievement of objective financial performance metrics, the Compensation Committee also considers various subjective factors when setting executive compensation, including the individual’s role, responsibilities, performance, skills, experience and contributions to the Company and stockholder value. We believe consideration of such subjective factors is necessary to ensure we are providing competitive, market-driven compensation, which is critical to attracting and retaining a high performing workforce.

As described in more detail in “Benchmarking Methodology” below, the Compensation Committee evaluates each NEO’s target total compensation, and each individual component of NEO compensation, relative to market data from executives in similar positions from similarly sized companies (based on revenue), which operate in similar industries. This allows the Compensation Committee to assess whether our executives’ compensation is competitive with median and appropriately aligned with our performance relative to market counterparts.

The Compensation Committee is responsible for overseeing the structural design and administration of our executive compensation program. The Compensation Committee believes that our program, while performance-based, is also appropriately structured to mitigate the undertaking of undue risks. Our program is structured so that the cash incentive component is the shorter-term component of a total compensation package that is balanced by longer-term equity components. The Compensation Committee retains discretion to adjust short-term cash incentive compensation in the event of an unanticipated or unearned outcome, which ensures that the Compensation Committee maintains appropriate control over our shorter-term performance-based compensation. Our long-term equity compensation is comprised of several different types of awards that are designed to align the interests of our executives with the long-term interests of our stockholders and the overall success of our Company, while providing sufficient retention benefits for our NEOs in times of market volatility. The Compensation Committee believes that granting different types of equity awards works to limit potential risks associated with the concentration of awards of any one particular type. The Compensation Committee also retains discretion to make adjustments in calculating Company performance under our performance-based equity awards, in particular under our PSU awards. In general, under our PSU awards, the Compensation Committee may make adjustments for extraordinary, unusual or non-recurring events affecting the Company or a peer group company’s performance, to ensure that the performance-based equity awards are functioning appropriately to motivate and reward long-term growth and stockholder value. In addition, the Compensation Committee maintains a clawback policy, which allows recoupment of incentive awards if our financial results are not properly reported and must be restated. For more information about our clawback policy, see the discussion on page 35.

Benchmarking Methodology

Our executive compensation is periodically benchmarked to be competitive with median based on the market data from a comparator group of companies. The Compensation Committee uses benchmarking to assess the competitiveness of our executives’ compensation relative to counterparts in similar companies and to evaluate the appropriateness of our compensation philosophy and strategy. However, benchmarking is not the sole factor considered when the Compensation Committee sets compensation. The Compensation Committee’s final decisions on compensation take into consideration various other factors, including a mix of subjective factors, as described above. In consultation with Meridian, the Compensation Committee used the following methodology to develop our comparator group:

•

Participation in the 2015 Equilar Executive Compensation Survey database (while the Company did not update its Executive Compensation Study, the data used for purposes of reviewing peer group and competitors remains directionally appropriate); and

•

Generally, revenue between $500 million and $3 billion, with median revenues of $1.6 billion.


2021 Proxy Statement		Chart Industries, Inc. - 27

Individual specific compensation studies are completed by Meridian at the request of the Compensation Committee. For example, in 2018, specific peer reviews were conducted by Meridian for the CEO, General Counsel and CHRO roles and again in 2019 for the CEO.

Chart competes for talent in a cross-section of sectors, industries and regions. Accordingly, our “Compensation Peer Group” reflects companies from a cross-section of sectors, industries and regions. The Compensation Peer Group is predominantly comprised of industrial and manufacturing companies, but also contains some commercial and service firms as well. Specifically excluded from this process are industries with unique or non-comparable pay practices believed to be distinctly different from the industries that Chart operates in, such as banking and financial services. See Appendix A for the complete list of the companies comprising our Compensation Peer Group. Beginning with 2021 PSU awards, the Compensation Committee has selected a second compensation peer group for purposes of the TSR modifier contained in such award. This TSR peer group, as set forth on Appendix A, was developed based on the input and recommendation of Pay Governance LLC who has been selected as an advisor to the Compensation Committee for 2021. This TSR modifier will be included in future PSU awards in order to further align the payouts for NEOs to our stockholders’ returns. The yearly selection of a comparator group is intended to ensure that the data used for benchmarking executive compensation remains robust and flexible, so as to provide relevant, meaningful data as the Company and its market counterparts continue to grow and change. To account for our size relative to the comparator group, the comparator group data is regressed to provide data points indicative of a company with similar revenues to Chart.

Data from the Compensation Peer Group, along with broader market compensation surveys, aided the Committee in determining appropriate base salaries, short- and long-term incentives, and executive target total compensation.

2020 Compensation Decisions

Overall, the Company’s performance-based, market-driven philosophy continued to drive our executive compensation decisions in 2020. As part of its annual process for determining executive compensation, in consultation with Meridian, the Compensation Committee evaluated and approved each component of our NEOs’ total target compensation (base salary, annual short-term incentive cash target opportunity and LTI target value). The Compensation Committee reviewed and considered Compensation Peer Group data presented at the 25th, median, and 75th percentiles for target total compensation as well as each component of compensation.

In addition to market data, the Compensation Committee took into consideration various objective and subjective performance factors, including Company performance, combined business unit operating performance, stockholder value, each individual’s responsibilities, skills, experience and contributions to the Company when determining executive compensation (see discussion under “Compensation Philosophy”). The Compensation Committee also considered the recommendations and input of our CEO when establishing target compensation for our other executives (see discussion under “Corporate Governance and Related Matters — Role of Executive Officers in Compensation Decisions”). In analyzing the compensation structure in 2020 and setting compensation for 2020, the Compensation Committee also considered:

•

the experience of its members;

•

prevailing economic conditions and the historical success of the compensation structure in achieving the objectives of our compensation programs;

•

the advantages and disadvantages of our performance-based compensation philosophy and whether that philosophy encourages executive officers to take undue risk in order to meet compensation targets; and

•

the input of Meridian, including, with respect to the 2020 LTI program, a study prepared by Meridian on long-term incentive and change in control practices.

As a result of the Compensation Committee evaluating compensation based on the criteria described above, total target compensation for our NEOs may in certain circumstances be above or below the median reference point provided in the market data for our Compensation Peer Group.

For further discussion of the Compensation Committee’s engagement of Meridian, see “Corporate Governance and Related Matters — Information Regarding Meetings and Committees of the Board of Directors — Compensation Committee” above.


28 - Chart Industries, Inc.		2021 Proxy Statement

Elements of Compensation

In line with our compensation philosophy, the Compensation Committee has designed our compensation program to align executive compensation with stockholder value creation by tying compensation to the achievement of measurable long-term business performance goals and incentivizing executives’ multi-year retention. The Compensation Committee determined the appropriate mix and level of short- and long-term incentive compensation using the methodology described above in “2020 Compensation Decisions.” The chart below shows the overall mix of our continuing NEOs 2020 target compensation, which is the sum of base salary, short-term annual cash incentive bonus (at target), and long-term incentives (at target).

2020 NEO Target Pay Mix*

LOGO

*	Target pay mix is shown as a percentage of each NEO’s target total compensation. This chart is not intended to replace the more detailed compensation information provided in the Summary Compensation Table and throughout the Compensation Discussion and Analysis.

Base Salary. Base salary is a component of fixed compensation that is reviewed annually and adjusted if and when appropriate. Our NEOs’ base salaries are assessed by the Compensation Committee generally before or during the early part of the fiscal year for which the base salary will be effective. The Compensation Committee is responsible for setting the base salary of the CEO, and the Compensation Committee has sole discretion regarding approval or adjustment of any recommendation provided by the CEO with respect to any salary increase given to the other NEOs. In assessing our CEO’s base salary for 2020, as described in “Compensation Decisions” above, the Compensation Committee considered a blend of objective and subjective factors. The objective factors considered by the Compensation Committee included Company performance and the competitiveness of the CEO’s salary relative to a competitive range of base salaries, as established using market data from our Compensation Peer Group. The subjective factors considered by the Compensation Committee included: the CEO’s experience; her contributions to Chart’s financial performance; and, her leadership, effort, and responsibilities in determining and executing Chart’s short- and long-term strategic goals. Base salary decisions with respect to our other NEOs were approved by the Compensation Committee upon recommendation of the CEO. In making her recommendations to the Compensation Committee, the CEO, Ms. Evanko, considered a similar mix of objective and subjective factors, including: Company financial performance; the competitiveness of each executive’s compensation relative to a competitive range of base salaries, as established using the market data from our Compensation Peer Group; and each executive’s individual experience, responsibilities, and contributions.


2021 Proxy Statement		Chart Industries, Inc. - 29

Our NEOs’ current 2020 and 2019 base salaries are listed below. With respect to the continuing NEOs, the Compensation Committee increased the base salaries of Ms. Evanko from $850,000 to $950,000, Mr. Hotchkiss from $350,000 to $386,750 and Mr. Vinci from $351,000 to $386,802 based on market data and performance in executing our operational and strategic initiatives, and also in light of the Compensation Committee’s evaluation of the various subjective factors described above. Based on market data from our Compensation Peer Group, the Compensation Committee also considered a range of base salaries competitive with median for each NEO. NEO base salaries may vary above or below median based on the subjective, executive-specific factors the Compensation Committee took into consideration when determining to make adjustments to base salary in previous years.



2020 Named Executive Officers

Current Executive Officers	Position	2020 Annualized Salary		2019 Annualized Salary
Jillian C. Evanko	CEO, President and Chief Financial Officer⁽¹⁾		950,000		850,000
Herbert G. Hotchkiss	Vice President, General Counsel and Secretary		386,750		350,000
Gerald F. Vinci	Vice President, CHRO		386,802		351,000

Former Executive Officer
John C. Bishop	Former Chief Operating Officer⁽²⁾		450,000		450,000

(1)	On March 16, 2021, the Company promoted Scott W. Merkle from Chief Accounting Officer to Chief Financial Officer and Ms. Evanko continued in her position as Chief Executive Officer and President.

(2)	Effective as of April 20, 2020, Mr. Bishop left the Company.

With respect to 2021 salary levels, Ms. Evanko’s base salary remains at $950,000 and the Compensation Committee increased the base salaries of Mr. Hotchkiss from $386,750 to $398,353, and Mr. Vinci from $386,802 to $398,406 based on market data and performance in executing on the Company’s operational and strategic initiatives.

Short-Term Annual Cash Incentive Award. Short-term annual incentive awards are earned and payable pursuant to the Chart Industries, Inc. Cash Incentive Plan (the “Cash Incentive Plan”). The Cash Incentive Plan is further described on page 43. Consistent with our performance-based compensation philosophy, short-term incentive compensation is a key component of the NEOs’ total compensation package. Depending on the extent to which we achieve our annual financial and strategic performance goals, the NEOs’ annual cash incentive awards can represent a significant portion of each executives’ total compensation.

2020 STI Program. With regard to our short-term annual cash incentive program for 2020 NEO compensation (“2020 STI Program”), consistent with the Compensation Committee’s process in previous years, at the beginning of 2020, the Compensation Committee set each executive’s target incentive bonus opportunity, expressed as a percentage of base salary (the “Base Target”).

In determining actual payouts to NEO’s for 2020, as in prior years, the Compensation Committee determined 2020 consolidated operating income performance under a bonus pool funding program (the “Bonus Pool”), and then applied financial and strategic operating performance metrics consistent with performance metrics established under the Cash Incentive Plan applicable to other Plan participants. As in recent years, the Compensation Committee used consolidated operating income as a financial performance metric and also utilized SOEG. Beginning in 2020, and to more closely align NEO compensation with those measurements that the Compensation Committee believes best reflect the performance of the Company’s business and operations, the Compensation Committee also used a consolidated free cash flow performance metric, replacing the prior working capital metric. This new free cash flow metric will represent 25% of the STI weight. The use of the SOEG metrics in 2020 is intended to motivate individuals to drive annual results that align with the Company’s strategic operational goals, and it allows the Compensation Committee to reward employees for certain qualitative factors that contributed to the achievement of our strategic business goals.


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The 2020 STI Program continued the prior year’s practice of threshold performance level payouts under the financial performance metrics at 50%, but payouts at maximum performance levels were increased from 165% of target in 2019 to 180% of target in 2020. The financial performance metrics have performance levels at threshold, target and maximum. Finally, no STI award is paid if threshold performance is not achieved and there is no STI payout for achievement of the SOEG metric unless threshold performance levels for the other performance metrics are met. The 2020 STI financial and SOEG performance metrics, the weight of each metric, the threshold, target and maximum performance levels, as well as the payout at each level are listed in the table below:



Financial Performance Metrics	Threshold (50%)	Target (100%)	Maximum (200%)
Operating Income, as adjusted (weight 55%)	$150.9 million	$188.6 million	$226.4 million
Consolidated Free Cash Flow (weight 25%)	$138.2 million	$172.8 million	$207.3 million

Strategic Performance Metric	Threshold (0%)	Target (100%)	Maximum
SOEG (weight 20%)	Did not meet expectations	Met or exceeded expectations	N/A

Financial Performance Metrics. The Compensation Committee set rigorous financial performance levels for the Company in 2020, with threshold performance targets set at a midpoint of what the Company considered acceptable performance when the targets were set.

Strategic and Operational Performance Metrics. Performance under the SOEG metric is related to each employee’s scope of responsibility and the Company’s strategic business objectives related to that scope. Our SOEG metrics are largely derived from the Company’s annual strategic plan and are based on the short-term performance goals that our Board and management believe drive long-term shareholder value; for example, delivering on the financial plan, implementation of a robust talent development and succession planning process, improvement of operational efficiencies, achieving synergies and efficiencies associated with recently consummated acquisitions, pragmatic risk management, and continued development of a diversified product portfolio. The Compensation Committee established our CEO’s SOEG metric, and the CEO recommended, and the Compensation Committee approved, the SOEG metrics for each of the other NEOs. SOEG metrics are intended to be challenging based on the Company’s anticipated growth opportunities and our strategic and operational goals for the coming year. SOEG metrics may be both qualitative and quantitative, and may vary for each NEO, depending on his or her role and responsibilities.

Beginning in 2021, ESG-related goals will represent 25% of the SOEG metric for each NEO.

2020 STI Program Results. In determining annual incentive awards for 2020, the Compensation Committee determined the extent of our performance under the Bonus Pool operating income and consolidated free cash flow performance metrics; and, using its negative discretion under the Cash Incentive Plan, whether and to what extent each of the financial and SOEG performance metrics were satisfied for 2020. As described above, the Compensation Committee then adjusted upward the operating income metric to reflect large LNG projects during the year. Large LNG projects are those greater than a specified million tonnes per annum threshold. The Compensation Committee then determined for each NEO employed as of the date of payment of the bonus on February 19, 2021, the actual STI award to which each executive was entitled.

The Compensation Committee considered our actual performance against the financial performance targets set by the Compensation Committee and the Board for 2020, noted in the table above. The Compensation Committee adjusted actual results to exclude unusual items in accordance with the terms of the Cash Incentive Plan, which allows for adjustments for the following events that may occur during the performance period, including: (i) asset gains or losses; (ii) litigation, claims, judgments or settlements; (iii) accruals for reorganization and restructuring programs; and, (iv) any extraordinary, unusual, non-recurring or non-cash items. Importantly, despite the uncertainty with the COVID-19 Pandemic and the challenges associated with navigating through the difficult COVID-19 environment, the Compensation Committee did not adjust STI targets or actual results due to


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the potential impact of COVID-19. The adjusted results for our 2020 financial performance metrics were as follows:



Financial Performance Metrics	Actual Result			% of Target Achieved
Operating Income, as adjusted (weight 55%)		$	149.8 million		79.5%
Consolidated Free Cash Flow (weight 25%)		$	144.0 million		83.3%

When determining the amount payable to non-director NEOs for achievement of SOEG goals, the Compensation Committee considers each NEO’s individual performance relative to his or her personal SOEG metric, and the recommendation of the CEO with regard to performance of other NEOs. The CEO’s SOEG performance is determined by the Compensation Committee and the independent members of the Board based on their assessment of the CEO’s performance relative to the CEO’s SOEG goal. The Compensation Committee made a discretionary downward adjustment in SOEG achievement for 2020, such that each continuing NEO was determined to have achieved 50% on their SOEG goals. As a result, Ms. Evanko and Messrs. Hotchkiss and Vinci received a total 2020 STI payout of 74.5% of their Base Target. Mr. Bishop was not eligible for payouts under the STI program given his departure from the Company. The following table summarizes the total STI payout opportunities available to each continuing NEO upon satisfaction of threshold, target, and maximum performance levels, as well as the actual STI payments each NEO received for fiscal 2020.



	Annual Incentive Threshold(1)					Annual Incentive Target						Annual Incentive Maximum						Actual 2020 Annual Incentive Payout

	% of Base Salary			Amount ($)		% of Base Salary			Amount ($)			% of Base Salary			Amount ($)			% of Base Salary			Amount ($)
Jillian C. Evanko		0	%		—		110	%		$	1,045,000		198	%		$	1,881,000		82.0	%		$	778,956
Herbert G. Hotchkiss		0	%		—		70	%		$	270,725		126	%		$	487,305		52.2	%		$	201,802
Gerald F. Vinci		0	%		—		70	%		$	270,761		126	%		$	487,370		52.2	%		$	201,829

(1)	No payout is made for performance below threshold performance levels. Awards are interpolated on a straight-line basis for performance levels between threshold and target and between target and maximum performance levels.

As discussed in “Fiscal 2020 Executive Compensation Highlights — Discretionary Awards” above, in addition to the STI payouts described above, the Compensation Committee made discretionary awards to Ms. Evanko, Mr. Hotchkiss, and Mr. Vinci in the amounts of $400,000, $50,000 and $50,000, respectively, in light of their leadership and other unique circumstances described therein, including the continued successful execution on the strategic transformation of our business and the strategic investment and divestures described herein. If aggregating discretionary awards with STI payouts, payments as a percent of STI target would be 112.8%, 93.0% and 93.0%, respectively.

For fiscal 2021, the Compensation Committee has increased the annual incentive target for Ms. Evanko to 120% reflecting market compensation trends. Mr. Vinci’s and Mr. Hotchkiss’ annual incentive target for 2021 remains unchanged.

Long-Term Equity Incentive Compensation. The third primary component of Chart’s executive compensation program is long-term equity incentive (LTI) awards. Equity-based compensation is an important component of our overall compensation strategy. The Compensation Committee uses LTI compensation to attract and retain talent, and to align the interests of our executives with the interests of our stockholders. LTI awards are designed to motivate NEOs to assist the Company both in achieving a high level of long-term performance and in creating stockholder value, while also discouraging the undertaking of undue short-term risks.

The Compensation Committee monitors and evaluates the performance of LTI awards against the Compensation Committee’s overall compensation philosophy, and to determine whether LTI awards are effectively serving Chart’s long-term compensation goals and aligning NEO compensation with stockholder interests.


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In 2020 our continuing NEOs received LTI awards comprised of a mix of stock options, RSUs and PSUs. Consistent with its goal of providing competitive market-based compensation, the Company’s target total compensation mix approximates median in the overall blend of LTI and short-term cash compensation. The Compensation Committee made awards with target LTI compensation levels approximating percentages of each continuing NEO’s base salary as follows:



	2020 Annualized Base Salary($)(1)		Target LTI Value as % of Base Salary			Target LTI Value($)
Jillian C. Evanko		$950,000		316	%(2)		$3,005,000
Herbert G. Hotchkiss		$386,750		100	%		$ 386,750
Gerald F. Vinci		$386,802		100	%		$ 386,802

(1)	Annualized Base Salary is calculated based on the base salary for the executive as of the end of the 2020 fiscal year. For the actual base salary earned by the executive for 2020, please see “2020 Summary Compensation Table” on page 37.

(2)	For fiscal 2021, in connection with market trends and to further increase the performance elements of Ms. Evanko’s compensation as a percentage of her total compensation opportunity, the Compensation Committee has revised Ms. Evanko’s target LTI value as a percentage of base salary to 360%.

Consistent with the process described in “Compensation Decisions” above, the Compensation Committee considered a mix of objective and subjective performance factors to determine the overall mix and target value of 2020 LTI compensation for our NEOs. The Compensation Committee considered input from Meridian, prevailing valuation methodologies, the expected value of the respective awards at varying grant levels, the competitiveness of each executive’s long-term compensation package at varying grant levels relative to market data from our Compensation Peer Group, the impact of changes in the stock price, stockholder value, and individuals’ responsibilities, skills, pay history, experience and contributions to the Company.

The target long-term incentive mix for NEOs in 2020 was 30% options, 30% RSUs and 40% PSUs. This mix of awards going forward will also be used for fiscal 2021.

The following paragraphs further describe the LTI compensation awarded to our executive officers under the Omnibus Equity Plan in 2020.

Stock Options. Stock option awards are made annually at the discretion of the Compensation Committee. Our options generally vest ratably over a four-year period and expire ten years from the grant date, unless in either case the Compensation Committee determines otherwise. Continued service of the executive is required during the vesting period, except in the case of death, disability or retirement.

In our 2020 fiscal year, on January 2, 2020, we awarded the following number of non-qualified stock options to our then-current NEOs at an exercise price of $68.80 per share: (i) Ms. Evanko, 32,260, (ii) Mr. Hotchkiss, 4,150, (iii) Mr. Vinci, 4,150 and (iv) Mr. Bishop, 6,120. Mr. Bishop’s grants were forfeited upon his departure from the Company.

For a description of grant date fair values related to stock options granted to our NEOs in 2020, and related valuation assumptions, see note 4 to the 2020 Summary Compensation Table. The exercise price of each award is the closing share price of our Common Stock on the date the options were granted.

Performance Share Units. PSU awards are granted at the discretion of the Compensation Committee and vest based on the attainment of objective, predefined financial performance goals over a three-year performance period. For each performance period the Compensation Committee establishes threshold, target, and maximum performance levels, together with corresponding payout amounts. Awards at the end of the three-year performance period are interpolated on a straight-line basis for performance levels between threshold and target and between target and maximum performance levels. Each earned performance unit represents the right to receive one share of our Common Stock.


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For the 2020 fiscal year, on January 2, 2020, we granted the following number of performance units to our then-current NEOs (reflecting performance at 100% target): (i) Ms. Evanko, 20,450, (ii) Mr. Hotchkiss, 2,630, (iii) Mr. Vinci, 2,630 and (iv) Mr. Bishop, 3,880. Mr. Bishop’s unvested PSU awards were forfeited when he departed from the Company.

PSU awards are an important component of our long-term equity incentive awards because their value is not based on stock price alone. The 2020 PSU awards vest based on the achievement of ROIC and operating income targets (each weighted at 50%) over the three-year performance period. The Compensation Committee believes ROIC is an effective incentive to promote stockholder value creation while providing meaningful incentives to our executives for achievement of good financial performance.

The PSUs granted in 2020 may be earned in a range between 50%, 100% and 200% of the number of target performance units granted to each NEO, based on whether our performance meets the minimum performance threshold, meets the 100% target, or meets or exceeds the maximum target level for the performance period, respectively. The threshold, target and maximum ROIC performance metrics for the 2020 performance period were 10.0%, 12.0% and 14.0%, respectively, with upward adjustments by formula to increase the target performance metrics to reflect revenue from large LNG projects. Operating income is calculated based on the sum of the last twelve months of total sales less cost of sales and operating expenses (and excluding certain nonrecurring items). As with ROIC metrics, upward adjustments to the target will be made for large LNG projects. The performance targets with respect to the operating income measure were set at levels that were believed to represent, when they were set, significant performance that would involve some difficulty at the threshold level, substantially increased difficulty at the target level and significant difficulty at the maximum level, and, in each case, were higher than the comparative STI targets.

For a description of the grant date fair values related to performance units granted to our executive officers in 2020, as well as related valuation assumptions, see the 2020 Summary Compensation Table and note 3 to that table.

Restricted Share Units. Each RSU represents the right to receive one share of our Common Stock. RSU awards generally vest ratably, based on the continued service of the executive, over three years, beginning on the first anniversary of the grant date. RSUs were granted in 2020 to provide a meaningful retention feature in our long-term incentive program that, as discussed above, has during prior periods of depressed stock performance primarily driven by cyclical industry conditions, not provided the intended retention value.

For the 2020 fiscal year, on January 2, 2020, the Compensation Committee approved grants of the following number of RSUs to our then-current NEOs: (i) Ms. Evanko, 15,340, (ii) Mr. Hotchkiss, 1,970, (iii) Mr. Vinci, 1,970 and (iv) Mr. Bishop, 2,910. Mr. Bishop’s unvested RSU awards were forfeited when he departed from the Company.

Deferred Compensation. The Company maintains the Chart Industries, Inc. Voluntary Deferred Income Plan (the “Deferred Income Plan”), which is intended to make our retirement plan benefits competitive relative to peers. The Deferred Income Plan provides benefits to certain of our management and highly compensated employees, including our NEOs, not otherwise available under our tax-qualified 401(k) Investment and Savings Plan (the “Savings Plan”) due to statutory limitations. Pursuant to the Deferred Income Plan, participants may defer up to 100% of base salary and annual bonus, and all participant deferrals are fully vested automatically. In addition, we make profit-sharing contributions and provide matching on the amounts deferred. Profit-sharing contributions and matching amounts made prior to January 1, 2020 are vested fully after five years of service by the participant. On and after January 1, 2020, such amounts shall vest in accordance with the Savings Plan vesting schedule for profit-sharing contributions and matching contributions.

In 2020, the Deferred Income Plan resulted in the following Company matching and profit sharing contributions for certain of our NEOs: (i) Ms. Evanko, $61,619; (ii) Mr. Hotchkiss, $14,311 and (iii) Mr. Vinci, $14,337. Based on


34 - Chart Industries, Inc.		2021 Proxy Statement

elections made by our executive officers for 2021 and the above described program changes, we expect that the Deferred Income Plan will result in the following Company matching and profit sharing contributions for our executive officers for 2021: (i) Ms. Evanko, $57,558; (ii) Mr. Hotchkiss, $12,406; and (iii) Mr. Vinci, $12,409. The amounts that we contribute to the Deferred Income Plan on behalf of the executive officers are equal to the amounts that would have been contributed to the executive officers’ accounts under the Savings Plan, based on their elections under the Savings Plan, but for certain regulations under the Internal Revenue Code that limit the amount that may be contributed to a tax-qualified plan in any one year. To the extent their contribution elections change under the Savings Plan or other circumstances change, the 2021 amounts may vary from the amounts presented above.

The terms of our Deferred Income Plan are described beginning on page 49 in the 2020 Nonqualified Deferred Compensation Table. All of our continuing NEOs participate in the Deferred Income Plan as certain profit sharing contributions will accrue to each participant regardless of whether any compensation is actually deferred under the Deferred Income Plan.

Other Benefits and Perquisites. Executive officers are eligible to participate in all of our employee benefit plans, including our Savings Plan, and group health, life and disability insurance plans, on the same basis as those benefits are generally made available to all other employees of the Company. The sole perquisite we provide each executive officer is an automobile allowance.

Other Compensation Policies

Stock Ownership Guidelines. We maintain stock ownership guidelines for our senior executives as part of our executive compensation program. Ownership guidelines for our NEOs are intended to be administered and reviewed periodically by the Compensation Committee. The stock ownership level of our Common Stock for our CEO is a multiple of five times her base salary. The ownership guideline for our other executive officers is two times current base salary, and for our directors the multiple is four times their annual cash retainer. Executives who do not meet the guidelines are expected to satisfy them within five years, and directors are expected to meet the guidelines within four years of becoming a member of the Board. For more information regarding the stock ownership guidelines for our directors, turn to page 59. As of March 17, 2021, each continuing NEO had satisfied or was on track to meet our stock ownership guidelines and all of our directors meet or are on track to meet the ownership guidelines within 48 months of their tenure on our Board.

Clawback Policy. Effective January 1, 2015, the Compensation Committee adopted a Policy on Recoupment of Incentive Compensation, or a “clawback policy.” In general, the policy requires our NEOs and certain other executives to return annual or long-term incentive awards, the performance or amount of which is tied to a financial performance measurement, if our financial results are subsequently restated. The policy requires the return of these awards or shares that exceed the amount that would have been received if the financial results had been properly reported.

Certain Transactions in Company Stock — Hedging and Pledging Activities. Our Insider Trading Policy prohibits our directors, officers and employees from engaging in various hedging activities, including any transaction involving a put, call or other option (other than an option granted by us) on our securities. Directors, officers, and employees are specifically prohibited from selling our securities that he or she does not own (i.e., he or she may not “sell short”). Furthermore, our Insider Trading Policy expressly prohibits our directors, officers and employees who are subject to trading windows under our Insider Trading Policy from holding Company securities in margin accounts or otherwise pledging our securities as collateral for loans.

Effective February 2016, the Board approved an amendment to the Insider Trading Policy to solidify our prohibition against hedging activities. Although the Board had never done so, prior to the amendment, the Board or a Committee of the Board had discretionary authority to pre-approve a hedging transaction that was otherwise prohibited under the policy. In February 2016, the Insider Trading Policy was amended to eliminate this discretionary authority regarding hedging transactions.

Tax Considerations. While the annual cash bonus opportunity as well as the award of stock options and performance units have historically been designed to satisfy the requirements for deductible compensation, the


2021 Proxy Statement		Chart Industries, Inc. - 35

Compensation Committee also believes that the tax deduction is only one of several relevant considerations in setting compensation. Accordingly, the Compensation Committee is permitted to and will continue to exercise discretion in those instances where achieving the desired flexibility in the design and delivery of compensation will result in compensation that in certain cases is not deductible for federal income tax purposes. As part of the Tax Cuts and Jobs Act (the “Tax Reform Act”), the ability to rely on the performance-based compensation exception under Section 162(m) was eliminated. In addition, the limitation on deductibility generally was expanded to include all NEOs by the Tax Reform Act, and the recently enacted American Rescue Plan Act of 2021 will, in future years, expand this limitation on deductibility to cover the next five highest compensated employees other than NEOs. As a result, and subject to certain grandfathered provisions, we cannot deduct any compensation paid to our NEOs in excess of $1 million. The Compensation Committee made certain revisions to its procedures in response to the elimination of Section 162(m) and continues to assess the impact of the amendments to Section 162(m) to determine what adjustments to our executive compensation practices, if any, it considers appropriate.

Severance and Change in Control Payments. The Compensation Committee believes employment agreements assist us in attracting and retaining executive talent and that change in control provisions are appropriate to help ensure continuity of management during a potential change in control. In 2020, the Company was party to employment agreements with each of the NEOs, and each agreement contains a severance and change in control provision. More information about the NEOs’ employment agreements is provided in the sections “Employment Agreements” on page 41, and “Other Potential Post-Employment Payments” on page 51.


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2020 SUMMARY COMPENSATION TABLE

The following table and related notes and discussion are presented in accordance with SEC rules and summarize the compensation earned by each named executive officer for fiscal years 2018, 2019 and 2020.



Name and Principal Position	Year		Salary ($)(1)			Bonus ($)(2)			Stock Awards ($)(3)			Option Awards ($)(4)			Non-Equity Incentive Plan Compensation ($)(5)		All Other Compensation ($)(6)		Total ($)

Jillian C. Evanko (President, Chief Executive Officer, and Chief Financial Officer)		2020		$	950,000		$	400,000		$	2,462,352		$	2,219,488		$778,956		$ 85,481		$	6,896,277
		2019			850,000			175,000			1,783,948			1,608,521		666,641		197,132			5,281,242
		2018			591,163			—			3,716,277			683,172		750,000		182,405			5,923,017


Herbert G. Hotchkiss (Vice President, General Counsel and Secretary)		2020 2019		$	386,750 281,346		$	50,000 200,000		$	316,480 511,519		$	285,520 461,764		$201,802 192,149		$ 35,680 132,668		$	1,276,232 1,779,446

Gerald F. Vinci (Vice President, Chief Human Resources Officer)		2020		$	386,802			50,000		$	316,480		$	285,520		$201,829		$ 35,633		$	1,276,264
		2019			351,000			50,000			244,675			220,933		192,698		70,601			1,129,907
		2018			324,450			—			171,785			187,833		219,670		58,201			961,757

John C. Bishop (Former Chief Operating Officer)		2020 2019		$	136,514 166,154		$	— 1,000,000		$	467,152 982,631		$	421,056 2,066,804		$ — —		$1,184,332 1,558		$	2,209,054 4,217,147

(1)

Ms. Evanko received increases in her base salary for 2020 and 2019. Ms. Evanko became the Company’s Chief Financial Officer in August 2019 in connection with the former Chief Financial Officer’s departure from the Company. Following Mr. Merkle’s appointment as Chief Financial Officer on March 16, 2021, Ms. Evanko currently serves as the Company’s CEO and President. Ms. Evanko received an increase in her base salary on June 13, 2018, at the time of her promotion to CEO. Her 2018 salary reflects all compensation received in 2018, including compensation received at her previous compensation level. Mr. Hotchkiss’ salary reflects the compensation he received beginning on March 5, 2019, the date on which he joined the Company. Mr. Vinci received increases in his base salary for 2020 and 2019. Mr. Bishop’s salary reflects the compensation he received beginning on August 21, 2019, the date on which he joined the Company, through April 20, 2020, the date he left the Company.

(2)

For Ms. Evanko, Mr. Hotchkiss and Mr. Vinci, the “Bonus” amounts for 2020 and 2019 represent additional bonuses (and, with respect to Mr. Hotchkiss, the amount for 2019 includes a sign on bonus as an inducement to join the Company). For Mr. Bishop, the “Bonus” amount for 2019 represents an inducement payment made as inducement to join the Company.

(3)

“Stock Awards” consists of PSU awards and RSU awards. Each 2020, 2019 and 2018 award was granted under our Omnibus Equity, pursuant to PSU and RSU agreements, and each is subject to pre-determined performance requirements, transfer restrictions, and other restrictions, as specified in each such agreement. Each performance unit represents the right to receive one share and awards may be earned in the range of 50% to 200% of the award amount. The PSU awards vest based on a measure of return on investment and, with respect to the 2020 awards, a combination of return on investment and operating income metrics. The 2018 awards are measured over a performance period ending December 31, 2020, the 2019 awards are measured over a performance period ending December 31, 2021 and the 2020 awards are measured over a performance period ending December 31, 2022. The RSU awards, which were granted to NEOs in 2018, 2019, and 2020, vest ratably over a three-year period from the date of grant, except for an award of 15,580 RSUs to Mr. Bishop on August 21, 2019, which vested on January 2, 2020.

The dollar values shown in the Stock Awards column above represent the aggregate grant date fair value of PSU awards (for 2020, 2019 and 2018 for Mr. Vinci and Ms. Evanko; for 2020 and 2019 for Mr. Hotchkiss; for 2020 for Mr. Bishop), and RSU awards (for 2020, 2019 and 2018 for Mr. Vinci and Ms. Evanko; for 2020 and 2019 for Mr. Bishop and Mr. Hotchkiss), in each case as calculated in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718, “Compensation — Stock Compensation.” Mr. Bishop’s unvested PSU and RSU awards were forfeited upon his departure from the Company. For the PSU awards, grant date fair value was calculated using the closing stock price on the date of grant ($48.39 on January 2, 2018, $64.69 on July 9, 2018, $65.95 on January 2, 2019, $75.11 on February 1, 2019, $87.29 on March 5, 2019


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and $68.80 on January 2, 2020). Grant date fair value for the RSU awards was calculated using the closing stock price on the date of grant ($48.39 on January 2, 2018, $64.69 on July 9, 2018, $59.24 on December 17, 2018, $65.95 on January 2, 2019, $75.11 on February 1, 2019, $87.29 on March 5, 2019, $63.07 on August 21, 2019 and $68.80 on January 2, 2020). The grant date fair value of the PSU awards assumes that target performance is achieved and that vesting occurs at the 100% level. See the tables below for the award grant date fair value if maximum performance levels are achieved with PSU awards vesting at the 200% level.



	Performance Units

	Grant Date		Number of Units		Grant Date Fair Value at Maximum Performance Levels(a)

Jillian C. Evanko		1/2/2020		20,450		$2,813,920
		1/2/2019		15,460		$2,039,174
		7/9/2018		1,190		$ 153,962
		1/2/2018		3,290		$ 318,406

Herbert G. Hotchkiss		1/2/2020		2,630		$ 361,888
		3/5/2019		3,350		$ 584,844

Gerald F. Vinci		1/2/2020		2,630		$ 361,888
		1/2/2019		2,120		$ 279,628
		1/2/2018		1,420		$ 137,428
		1/3/2017		2,790		$ 206,069

John C. Bishop		1/2/2020		3,880		$ 533,880

(a)

The 2018 PSU awards granted on January 2, 2018 vested at 100%. PSU awards vest based on the achievement of certain performance-based metrics. The actual values of the award at any point in time until the expiration of the relevant performance period, as well as the ultimate value of the award, may be greater (subject to the maximum values presented in this footnote) or less than the values presented in the Summary Compensation Table and related footnotes, based on the terms of the awards and performance at that time.

(4)

2020, 2019 and 2018 stock option awards were granted pursuant to our Omnibus Equity Plan. With the exception of the award granted to Mr. Bishop on August 21, 2019, stock option awards become exercisable annually and ratably over four years after the date of grant. Mr. Bishop’s 2019 award was made upon his joining the Company and was to have vested over three years; however, the award was forfeited upon his departure from the Company. Each NEO employed by the Company on January 2, 2020, January 9, 2019 and January 2, 2018, respectively, received a stock option award on that date. On March 5, 2019, Mr. Hotchkiss received an option award in connection with his joining the Company as Vice President, General Counsel and Secretary. The amounts reported in the Option Awards column represent the aggregate grant date fair value of stock options granted in the applicable fiscal year, as calculated in accordance with FASB ASC Topic 718, “Compensation — Stock Compensation.” The following assumptions were used in calculating the amounts listed:

•

The fair value of the options granted on January 2, 2018 was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: risk-free interest rate of 2.28 percent; dividend yields of 0.0 percent; volatility factor of the expected market price of our Common Stock of 59.43 percent; and a weighted average expected life of 5.50 years for the options.

•

The fair value of the options granted on July 9, 2018 was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: risk-free interest rate of 2.77 percent; dividend yields of 0.0 percent; volatility factor of the expected market price of our Common Stock of 58.75 percent; and a weighted average expected life of 5.50 years for the options.

•

The fair value of the options granted on January 2, 2019 was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: risk-free interest rate of 2.49 percent; dividend yields of 0.0 percent; volatility factor of the expected market price of our Common Stock of 52.33 percent; and a weighted average expected life of 5.00 years for the options.


38 - Chart Industries, Inc.		2021 Proxy Statement

•

The fair value of the options granted on February 1, 2019 was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: risk-free interest rate of 2.51 percent; dividend yields of 0.0 percent; volatility factor of the expected market price of our Common Stock of 51.59 percent; and a weighted average expected life of 5.00 years for the options.

•

The fair value of the options granted on March 5, 2019 was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: risk-free interest rate of 2.53 percent; dividend yields of 0.0 percent; volatility factor of the expected market price of our Common Stock of 50.44 percent; and a weighted average expected life of 5.00 years for the options.

•

The fair value of the options granted on August 21, 2019 was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: risk-free interest rate of 1.47 percent; dividend yields of 0.0 percent; volatility factor of the expected market price of our Common Stock of 47.13 percent; and a weighted average expected life of 4.80 years for the options.

•

The fair value of the options granted on January 2, 2020 was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: risk-free interest rate of 1.66 percent; dividend yields of 0.0 percent; volatility factor of the expected market price of our Common Stock of 46.60% percent; and a weighted average expected life of 4.8 years for the options.

(5)

Reflects amounts of non-equity incentive compensation earned under the Cash Incentive Plan in 2018, 2019, and 2020. The Compensation Committee determined that (i) our financial and strategic performance in 2018 achieved a weighted level of 100% of our 2018 performance measures, with each executive achieving target on his or her SOEG metric; (ii) our financial and strategic performance in 2019 achieved a weighted level of 78.4% of our 2019 performance measures, with each executive achieving target on his or her SOEG metric, and (iii) our financial and strategic performance in 2020 achieved a weighted level of 74.5% of our 2020 performance measures, with the Compensation Committee making a discretionary downward adjustment for 2020 SOEG achieved, such that each executive was determined to have reached 50% of their target SOEG goals. As discussed in “Elements of Compensation — Annual Short-Term Cash Incentive Award,” on page 30, in 2018, 2019, and 2020, 20% of each NEO’s STI award was based on achievement of a pre-determined, individual SOEG goal. While the Company performed above target relative to its financial metrics in each of 2018, 2019 and 2020, STI compensation as a percentage of salary can vary for each NEO based on the level of achievement of his or her respective strategic and operational goal.

(6)	“All Other Compensation” includes, for each NEO, the aggregate incremental actual cost to the Company for the benefit listed. The following table outlines those perquisites, other personal benefits and all other compensation received by each NEO.



	Year		Perquisites ($)(a)		Company Contributions to Benefit Plans ($)(b)		Other ($)(c)		Total ($)

Jillian C. Evanko		2020	$	12,462	$	73,019		—	$	85,481
		2019		11,539		185,593	$	—	$	197,132
		2018		12,000		84,096		86,309		182,405

Herbert G. Hotchkiss		2020	$	9,969	$	25,711	$	—	$	35,680
		2019		7,717		28,237		96,714		132,668

Gerald F. Vinci		2020	$	9,969	$	25,664		—	$	35,633
		2019		9,231		61,370		—		70,601
		2018		9,600		48,601		—		58,201

John C. Bishop		2020	$	—	$	8,031	$	1,176,301	$	1,184,332
		2019		—		1,558		—		1,558

(a)

With the exception of Mr. Bishop, each NEO received an automobile allowance, which is reflected in this column.

(b)

Includes 401(k) plan matching and other contributions made by the Company for each NEO. The Company’s contributions in 2020 under the Deferred Income Plan were $61,619, $14,311 and $14,337


2021 Proxy Statement		Chart Industries, Inc. - 39

for Ms. Evanko, Mr. Hotchkiss and Mr. Vinci, respectively. See the 2020 Nonqualified Deferred Compensation Table for more information about each NEOs’ Deferred Income Plan contributions. The Company’s contributions in 2020 under the 401(k) plan were $11,400, $11,400, $11,327 and $8,031 for Ms. Evanko, Mr. Hotchkiss, Mr. Vinci and Mr. Bishop, respectively.

(c)

The 2020, 2019 and 2018 amounts in this column include relocation and severance payment amounts. In connection with Mr. Hotchkiss’ hiring, the Company paid $96,714 in relocation expenses in 2019 to facilitate a move to our corporate office in Canton, Georgia. Mr. Bishop left the Company effective April 20, 2020. His departure was treated as a termination without cause for purposes of his Employment Agreement, pursuant to which he received a one-time severance payment in the amount of $1,176,301.


40 - Chart Industries, Inc.		2021 Proxy Statement

2020 GRANTS OF PLAN-BASED AWARDS TABLE

The following table and related discussion summarizes grants of equity and non-equity incentive compensation awards provided to our NEOs for our 2020 fiscal year, presented in accordance with SEC rules.

Name

Grant Date

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)

Estimated Future Payouts
Under Equity Incentive
Plan Awards

All Other

Stock
Awards:
Number of
Shares of
Stock or
Units(#)

All Other
Option
Awards:
Number of
Securities
Underlying
Options(#)

Exercise
or Base
Price of
Option
Awards
($/Sh)

Grant
Date Fair
Value of
Stock and
Option
Awards(2)

Threshold
($)

Target

($)

Maximum

($)

Threshold
(#)

Target
(#)

Maximum

(#)

SEC Form DEF 14A filed by Chart Industries, Inc.