SEC Form DEF 14A filed by Chart Industries Inc.

CHART INDUSTRIES, INC.

2200 Airport Industrial Drive, Suite 100

Ball Ground, Georgia 30107

April 8, 2025

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 (audio webcast) format at 8:00 a.m., Eastern Time, on Tuesday, May 20, 2025. You will not be able to attend the Annual Meeting physically in person.

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 19, 2025 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. 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 8:00 a.m. Eastern Time. We encourage you to access the Annual Meeting prior to the start time. Online access will open approximately at 7:45 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,

Andrew R. Cichocki

Chair

CHART INDUSTRIES, INC.

2200 Airport Industrial Drive, Suite 100

Ball Ground, Georgia 30107

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 20, 2025

To the Stockholders of Chart Industries, Inc.:

The Annual Meeting of Stockholders of Chart Industries, Inc. (“Company”) will be held at 8:00 a.m., Eastern Time, on Tuesday, May 20, 2025 in a virtual (audio webcast) format only, for the following purposes:

Only holders of the Company’s common stock of record as of the close of business on Monday, March 24, 2025 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,

Andrew R. Cichocki

Chair

You may vote in any of the following ways:

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.

2200 Airport Industrial Drive, Suite 100

Ball Ground, Georgia 30107

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

Mailed on or about April 8, 2025

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 20, 2025 at 8:00 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 2024 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., 2200 Airport Industrial Drive, Suite 100, Ball Ground, Georgia 30107, or by submitting a request via email to [email protected] 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 24, 2025, the record date for the Annual Meeting. Only stockholders of record at the close of business on March 24, 2025 are entitled to receive notice of and to vote at the Annual Meeting. On this record date, there were 44,936,219 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; (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 8:00 a.m. Eastern Time on May 20, 2025. 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.

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 the selection 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?

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 44,936,219 shares of Common Stock outstanding as of the close of business on the record date, stockholders representing at least 22,468,110 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 2025 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 11, 2024.

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 “Communications with the Board” and “Stockholder Proposals for 2026 Annual Meeting” for more details about this provision of the Company’s By-Laws. To be eligible for consideration at the 2025 Annual Meeting, proposals that were not submitted for inclusion in the proxy statement by December 11, 2024 must have been received by the Company no earlier than January 21, 2025 and no later than February 20, 2025. The Company has not received any stockholder proposals for the Annual Meeting.

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 24, 2025 by:

CORPORATE GOVERNANCE AND RELATED MATTERS

Corporate Governance Practices

Our corporate governance structure is designed to promote the highest standards of integrity, ethics and transparency. Highlights of our governance practices include the following:

Our corporate governance, compliance, risk management and internal controls policies are reviewed by the Board at least annually.

Board Refreshment

The diverse skill set of our Board is enhanced by both the fresh perspectives brought by our newer directors, as well as industry and Company-specific expertise of our longer-tenured directors, who have the experience of guiding our Company through the extended business cycles faced by our industry.

Since 2019, our Board has undergone significant refreshment with six of the eight director nominees having served as our directors for less than four years.

Our ongoing Board succession plan includes regular reviews of our director skills matrix and our Board’s size. We use numerous resources, including outside board recruiting firms, industry networking groups, director networks and our industry knowledge of senior executives. Our director selection process includes candidate interviews with members of our senior management team, our Nominations and Corporate Governance Committee (“NCGC”) Chair and our Board Chair, as well as reference checks.

Board Leadership Structure

The Company benefits from a highly qualified, experienced and refreshed Board that provides independent oversight and guidance on the execution of the Company’s strategy. The Board is currently comprised of ten accomplished directors, nine of whom are independent and all of whom bring significant relevant expertise to the Company. Following the Annual Meeting, our Board will be comprised of eight directors, seven of whom are independent.

The Board and its committees exercise leadership over governance functions in a variety of ways, including by:

We do not have an express policy as to whether the roles of Chair 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 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 Chair and CEO roles should be separate. Accordingly, the Company’s Corporate Governance Guidelines only require a Lead Independent Director when the Chair of the Board is not independent.

Board and Management Roles in Risk Oversight

Board

The Board is responsible for providing risk oversight with respect to the management of material risks. In connection with this oversight, the Board particularly focuses on our strategic and operational risks, as well as related risk mitigation. In addition, the Board reviews and oversees management’s response to key risks facing the Company. The Board believes the allocation of risk management responsibilities described below supplements the Board’s leadership structure by allocating risk areas to an appropriate committee for oversight, allows for an orderly escalation of issues as necessary, and helps the Board satisfy its risk oversight responsibilities. The Board’s committees review particular risk areas to assist the Board in its overall risk oversight of the Company:

Management

Complementing the Board’s overall risk oversight, our senior executive team identifies and monitors key enterprise-wide risks, providing the basis for the Board’s risk review and oversight process.

Information Security. Given the importance of Cybersecurity and Data Privacy, the Audit Committee receives regular reports from our Chief Information Officer/Chief Information Security Officer (CIO/CISO) covering our program for managing cybersecurity risks, including data privacy and data protection risks. In addition, our CIO/CISO reports on cybersecurity and data privacy matters to the Company’s Cybersecurity & Information Technology Governance Committee on a frequent basis.

Our Information Security Management System works in conjunction to our Plan of Action and Milestones (POAM) tied to the United States Cybersecurity Maturity Model Certification (CMMC) program, formerly the National Institute of Standards and Technology (NIST) Cybersecurity Framework, while looking for synergies across other standards, such as the Information Assurance Technical Framework (IATF), or as required for specific product lines or customers. The CMMC establishes core requirements for continuous protection of our information, process, and technologies in response to emerging and changing cyber threats and vulnerabilities. Third-party audits are performed for independent maturity assessments of our cybersecurity program against the CMMC. The third-party assessment results have found the maturity of our current cybersecurity program to be above the industrial manufacturer industry average. The third-party audit results and assessment are presented to the Board. Further, as part of a continuous improvement strategy, we strive to build out a robust and resilient environment to protect and defend against bad actors. Furthermore, we benchmark externally against other industrial manufacturers within the B2B (Business to Business) manufacturing industry, and determine Chart’s risk profile through cybersecurity insurance tools that rank companies and bring them together within forums for cyber intelligence sharing and best practices.

Our information security training program for employees includes:

We maintain cyber insurance which includes coverage related to financial loss due to business interruption of our information systems arising from a cybersecurity incident or damage to a third-party caused by a breach of our cybersecurity systems; however, costs related to a cyber incident may exceed the amount of insurance coverage or be excluded under the terms of our cybersecurity insurance policy.

The Company maintains a Data Protection Framework and various global policies, including Information Security Policy, Privacy Policy, including European Union’s General Data Protection Regulation (“GDPR”), California Privacy Rights Act (“CPRA”), and China Personal Information Protection Law (“PIPL”), Data Retention Policy, and Acceptable Use Standard Policy, to appropriately manage personal information we require to operate our

business and comply with all regulations in the jurisdictions in which we operate, including specifically addressing the rights of individuals regarding control of data we may hold related to them. We also maintain a Third-Party Risk Management Program, including a Vendor Management Policy, which allows us to monitor and control our risks related to the processing of personal information and customer information by our authorized third parties. These policies and programs are derived from internationally recognized regulations, frameworks, and principles. We share personal information with affiliates, business partners, agencies, third-party service providers, or vendors when we have a legitimate business purpose for doing so and when permissible by law. We require third parties to maintain similar standards to ours to protect personal information. We have implemented a risk mitigation process to identify and assess the cybersecurity posture of third parties providing products or services to any of the Company’s legal entities.

We have implemented multiple layers of data protection to minimize the risks to systems, personal information, and the privacy of individuals. Such protection includes perimeter security controls, network security controls, endpoint security controls, application security controls, database security controls, logical and physical access controls, maintaining up-to-date inventories (authorized hardware and software), system hardening and monitoring, usage of modern protection software and third-party risk assessments, 24/7 monitoring and response.

As a global company serving customers in more than 125 locations, we routinely experience a wide variety of cybersecurity events; however, we have not experienced a cybersecurity incident that has materially affected or is reasonably likely to materially affect our business strategy, results of operation, or financial condition.

Whistleblower Procedures. The Audit Committee has established procedures for receiving, recording, and addressing any complaints we receive regarding accounting, internal accounting controls, auditing matters or other legal or regulatory compliance matters, and for the confidential and anonymous submission, by our employees or others, of any concerns about our accounting or auditing practices. We also maintain a toll-free telephone helpline and a website, each allowing our employees and others to voice their concerns anonymously.

Vice President and General Counsel. Our Vice President and General Counsel oversees our compliance programs. His duties include regularly updating the Audit Committee on the effectiveness of our compliance programs, providing periodic reports to the Board, and working closely with our various compliance functions to promote coordination and sharing of best practices across these functions.

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 copy of this document, free of charge, by writing to: Secretary, c/o Chart Industries, Inc., 2200 Airport Industrial Drive, Suite 100, 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 Policies. Our Compensation Committee adopted an executive compensation clawback policy in 2015, and adopted the Chart Industries, Inc. Incentive-Based Compensation Clawback Policy (the “NYSE Clawback Policy”), in accordance with newly-adopted NYSE listing standards, in November 2023. For information about the Company’s clawback policies, see “Other Compensation Policies.”

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 2025, the Board performed its director independence review for 2025 for its directors.

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 six meetings of the Board during the fiscal year ended December 31, 2024. Each director attended 100% 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 then-current members attended our virtual Annual Meeting in 2024. In 2024, four of the six meetings of the Board were regular meetings and there were three executive sessions.

Executive sessions are presided over by the Chair of the Board (if an independent director) or a Lead Independent Director if the roles of CEO and Chair are combined and are generally held in connection with each regularly scheduled Board meeting. As Chair of the Board and an independent director, Andrew R. Cichocki presides over the executive sessions of the Board.

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.

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

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 Corporate Governance Guidelines, and evaluating and recommending to the Board whether such resignation should be accepted; (11) annually reviewing the adequacy of the NCGC Charter; and (12) supporting the Board to oversee 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., 2200 Airport Industrial Drive, Suite 100, Ball Ground, Georgia 30107.

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 Ms. Harris, Ms. Harty and Messrs. Cichocki, Molinini 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.

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; (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) recommending to the Board 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 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; (15) cybersecurity matters and IT operational resilience; and (16) 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., 2200 Airport Industrial Drive, Suite 100, Ball Ground, Georgia 30107.

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 and interacting with consultants to advise the committee on executive compensation practices and policies; (9) determining stock ownership guidelines for the CEO and other executive officers and monitoring compliance with such guidelines; (10) annually reviewing the adequacy of the Compensation Committee’s written charter; 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 Pay Governance, 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 Pay Governance to provide consulting services for 2024, the Compensation Committee considered Pay Governance’s representations demonstrating its independence under applicable NYSE standards and concluded Pay Governance was independent.

In 2024, Pay Governance’s duties and responsibilities included:

The Compensation Committee engaged Pay Governance to carryout similar duties with respect to providing guidance on 2025 compensation structure and metrics.

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., 2200 Airport Industrial Drive, Suite 100, Ball Ground, Georgia 30107.

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. Decisions regarding the CEO’s compensation are made at the sole discretion of the Compensation Committee.

Management Succession Planning

We believe that having a management succession planning process in place is fundamental to a comprehensive program of good corporate governance. Our Board regularly reviews and is responsible for the management, oversight, and monitoring of our succession planning process, including long-term management development and succession plans for the CEO and other key officers, as well as emergency succession plans for the CEO and other key officers if any of them unexpectedly becomes unable to perform his or her duties.

Board Succession Planning and Selection and Nomination of Directors

Prospective director nominees are identified through contacts of the members of the Board or members of senior management, through recommendations of potential candidates by stockholders, employees, or others, or by professional search firms. 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:

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 Audit Committee. Currently, five members of the Board meet this “financial expert” definition.

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 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 pursuant to the requirements described below in “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 “Communications with the Board” section for more information about our advance notice requirements for stockholder nominations of director candidates.

Communications with the Board

Stockholders and other interested parties 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., 2200 Airport Industrial Drive, Suite 100, Ball Ground, Georgia 30107. Any concerns that may be outstanding are reported on a quarterly basis to the Chair.

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:

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., 2200 Airport Industrial Drive, Suite 100, 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. We intend to disclose any amendments to our Code of Ethical Business Conduct or our Officer Code of Ethics, and any waivers of our Code of Ethical Business Conduct or our Officer Code of Ethics granted to any director or executive officer of the Company, on our website. As of the date of this proxy statement, there have been no such waivers. You also can obtain a printed copy of these documents, free of charge, by writing to: Secretary, c/o Chart Industries, Inc., 2200 Airport Industrial Drive, Suite 100, Ball Ground, Georgia 30107.

To enhance employee awareness of our Code of Ethical Business Conduct, we regularly conduct 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.

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 six 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 five times their annual cash retainer. The stock ownership guideline for our directors was increased from four times their annual cash retainer to five times their annual cash retainer effective January 1, 2024. 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. As of March 24, 2025, each NEO had satisfied 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.

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:

In support of these goals, we continue to report on key ESG metrics that follow relevant standards, including those of the Sustainability Accounting Standards Board’s (SASB) Industrial Machinery & Goods Sustainability Accounting Standard and our contributions to the United Nations Sustainable Development Goals (SDG). We also use the framework developed by the Task Force on Climate-related Financial Disclosure (TCFD) to inform and report climate-related risks and opportunities. Annually, we issue a Sustainability Report, which is available online at https://www.chartindustries.com/We-Are-Chart/ESG.

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 “We are Chart” and then clicking on “Environmental, Social & Governance.” You also can obtain a printed copy of these documents, free of charge, by writing to: Secretary, c/o Chart Industries, Inc., 2200 Airport Industrial Drive, Suite 100, Ball Ground, Georgia 30107.

PROPOSAL 1 — ELECTION OF DIRECTORS

Our By-Laws permit the Board to establish by resolution the authorized number of directors. Two of our existing non-employee directors, Ms. McAllister and Mr. Molinini, plan to retire from service on our Board at the Annual Meeting at the end of their current terms. In connection with their retirement, the Board has determined to reduce the size of the Board from ten to eight members effective as of the Annual Meeting and has nominated eight 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 2026. The eight 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.

The information herein provides each nominee’s name, age as of March 24, 2025, 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. Of our eight nominees, three are female (Ms. Evanko, Ms. Harris and Ms. Harty), one of whom is African American or Black (Ms. Harris).

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 2025 Annual Meeting of Stockholders.

Compensation Committee

Michael L. Molinini, Chairman

Andrew R. Cichocki

Paula M. Harris

Paul E. Mahoney

David M. Sagehorn

Spencer S. Stiles

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.

COMPENSATION DISCUSSION AND ANALYSIS SUMMARY

Introduction

This Compensation Discussion and Analysis provides an overview of our business performance in 2024, 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 2024, this Compensation Discussion and Analysis does not address our business and financial results (other than the Fiscal 2024 Business Performance Highlights set out below), or our executive compensation for 2025 in its entirety. The Compensation Committee will consider such impacts when reviewing our 2025 executive compensation program and may align 2025 executive compensation with the current economic environment. Those 2025 executive compensation program decisions will be described in our proxy statement for next year’s annual meeting of stockholders.

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

2024 Named Executive Officers

EXECUTIVE AND DIRECTOR COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Strategy and Leadership.

In 2024, we continued to leverage the March 2023 acquisition of Howden (the “Howden Acquisition”) and maintained our strategy of being a global leader in the design, engineering and manufacturing of process technologies and equipment for gas and liquid molecule handling. The Company’s unique product and solution portfolio across stationary and rotating equipment is used in every phase of the liquid gas supply chain, including engineering, service and repair and from installation to preventive maintenance and digital monitoring. We are a leading provider of technology, equipment and services related to LNG, hydrogen, biogas and CO2 capture among other applications.

Our management team, led by Jillian C. Evanko, our Chief Executive Officer (“CEO”) and President, Gerald F. Vinci, our Vice President, Chief Human Resources Officer (“CHRO”), Herbert G. Hotchkiss, our Vice President, General Counsel & Secretary (“General Counsel”), Joseph R. Brinkman, our Vice President and Chief Financial Officer (“CFO”) and Joseph A. Belling, our Chief Technology Officer (“CTO”), their dedicated teams and the rest of the Chart organization, each continued to accelerate the Company’s strategy and execute on expanding commercial opportunities, the integration of the Howden Acquisition, as well as led us in exceeding commercial and cost synergies for the Howden Acquisition, significant debt repayment, including settlement of the Convertible Notes in November 2024, and free cash flow initiatives resulting in a net leverage ratio of 2.8x as of fiscal year-end 2024, continued orders and sales growth, record gross profit, backlog, reported gross margin and record operating income.

Fiscal 2024 Business Performance Highlights.

Consolidated sales were $4,160.3 million in the year ended December 31, 2024 compared to $3,352.5 million in the year ended December 31, 2023 with growth in all four segments when removing any impact related to foreign currency fluctuations. Consolidated gross profit margin for the year ended December 31, 2024 of 33.4% increased from 31.0% for the year ended December 31, 2023. Operating margin for the year ended December 31, 2024 of 15.6% increased from 11.7% for the year ended December 31, 2023. The increases in gross profit margin and operating margin from the year ended December 31, 2023 were driven by our continued execution of commercial and cost synergies, improved mix of the business as well as improved selling, general and administrative expenses as a percentage of sales.

Strong order activity contributed to ending total backlog of $4,845.1 million as of December 31, 2024 compared to $4,278.8 million as of December 31, 2023. We had consolidated orders of $5,006.8 million for the year ended December 31, 2024 compared to $4,140.2 million for the year ended December 31, 2023. The increase in orders versus the year ended December 31, 2023 was largely driven by strong order activity in Heat Transfer Systems, Specialty Products, and Repair, Service & Leasing.

Broad Product Offering for Industrial Gas and Energy and Substantial Growth Prospects. Chart’s combination with Howden significantly advanced its product offering, creating a more diversified business while staying focused on Chart’s core engineering and manufacturing for liquid, air and gas handling and storage. As anticipated, Howden’s highly complementary offering has expanded Chart’s equipment portfolio and process technology offering for multiple molecules and applications across high growth areas. The expanded portfolio will increase scale, bring synergies and drive growth in areas including hydrogen, CCUS, decarbonization of industries, water treatment, petrochemical, LNG, air separation and natural gas processing. Howden’s strong presence in regions such as Europe, Middle East, Africa and Southeast Asia, as well as applications for decarbonization of cement, marine, mining, and nuclear, will allow us to expand our customers and projects using our combined solution offering, while Chart’s exposure to LNG (particularly small-scale LNG which is applicable to Howden’s product offerings), water, CCUS and hydrogen in a variety of regions will pull Howden’s equipment through at scale to these markets. As a result of these product offerings and industry trends, we continue to anticipate substantial growth across our segments in 2025.

Focus on deleveraging. We have set a goal to hit our target net leverage ratio of 2.0x to 2.5x, while also continuing to invest in our business. We do not currently intend to engage in any share repurchases or material cash

acquisitions until we are below 2.5x net leverage, or there is a meaningful market event that would necessitate it. The combination with Howden was highly synergistic. We exceeded our first year estimated cost synergies target of $175 million, with first year synergies of $181.4 million. Likewise, we have exceeded our year three estimated commercial synergies target. We expect these synergies to help drive cash flow generation to continue our deleverage focus.

Margin Expansion. We have demonstrated margin expansion of the combined entity which has come through additional end markets and geographic expansion, which we expect will allow us to benefit from improved operating leverage, greater ownership of the value chain and an attractive shift in mix to higher margin end markets, geographies and integrated solutions. The combination of Chart and Howden has created a more diversified business while staying focused on both companies’ core engineering and manufacturing for liquid, air and gas handling and storage.

Focus on aftermarket strength and actions to increase throughput. Both Chart and Howden have used organic growth in their aftermarket, service and repair business as a lever to remain disruptive by optimizing sales and service capabilities local to customers, improving processes to capture more business from the global installed base through targeted campaigns, enhancing systems to improve response time, upselling services and maximizing revenue, and expanding connected customer assets to provide enhanced reliability and long-term service agreements. Chart will continue actions to increase throughput through its investment in automation and productivity, added capacity and targeted expansion of service facilities and field resources.

Strong and Flexible Capital Structure. In conjunction with our focus on achieving a net leverage ratio range of 2.0x to 2.5x, the Company maintains a capital structure with a majority of long-term debt due after 2029. In November 2024, we repaid the Convertible Notes with a cash payment for principal and delivery of shares of Common Stock for the premium. Furthermore, the Mandatory Convertible Preferred Stock is expected to automatically convert into shares of Common Stock in December 2025, thereby eliminating the associated dividend beginning in 2026.

Fiscal 2024 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.

The Compensation Committee has taken various actions in recent years to increase the performance elements of the compensation program and further align compensation to returns of stockholders including, by way of examples, increasing the proportion of performance-based awards and increasing the percentage of total compensation opportunity represented by short-term annual cash incentive (“STI”) and long-term annual incentive (“LTI”) awards. For 2024, the Compensation Committee made the following adjustments to further align our compensation with performance and the Company’s goals:

Consistent with the performance-based philosophy that is the basis of our compensation program, the Company’s 2024 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:

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:

2024 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 2024 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’ 2024 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 2024 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 2024 executive compensation program is at risk and tied to Company performance, stock price appreciation, or both.

Review of 2024 Say on Pay Advisory Vote

At our 2024 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 88.6% of the total shares represented at the 2024 Annual Meeting were cast in favor of the compensation provided to our executive officers.

Compensation Philosophy

Our philosophy and strategy are 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 NEO’s 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 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 clawback policies, including our NYSE Clawback Policy, which allow recoupment of incentive awards if our financial results are not properly reported and must be restated.

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 Pay Governance, the Compensation Committee has considered several factors in developing our comparator group:

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. 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 any difference in 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.

Following the Howden Acquisition, the Compensation Committee, with the assistance of Pay Governance, reviewed and updated the peer group, which was used to inform pay decisions for 2024 and 2025. See Appendix A for the list of companies comprising our Compensation Peer Group.

2024 Compensation Decisions

Overall, the Company’s performance-based, market-driven philosophy continued to drive our executive compensation decisions in 2024. As part of its annual process for determining executive compensation, in consultation with Pay Governance, 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 2023 and setting compensation for 2024, the Compensation Committee also considered:

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 Pay Governance, see “Corporate Governance and Related Matters — Information Regarding Meetings and Committees of the Board of Directors — Compensation Committee” above.

2024 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 2024, 2023 and 2022.

The dollar values shown in the Stock Awards column above represent the aggregate grant date fair value of PSU awards and RSU awards, in each case as calculated in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718, “Compensation — Stock Compensation.” For the PSU awards, grant date fair value was calculated using the closing stock price on the date of grant ($153.81 on January 3, 2022, $114.93 on January 3, 2023 and $135.22 on January 2, 2024). Grant date fair value for the RSU awards was calculated using the closing stock price on the date of grant ($153.81 on January 3, 2022, $114.93 on January 3, 2023 and $135.22 on January 2, 2024). The grant date fair value of the PSU awards

reflects the relative TSR provisions of such awards and assumes that target performance is achieved and that vesting occurs at the 100% level. See the following tables for the award grant date fair value if maximum performance levels are achieved, with PSU awards vesting at the 240% level for awards granted in 2024, 2023 and 2022.

2024 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 2024 fiscal year, presented in accordance with SEC rules.