EXECUTIVE AND DIRECTOR COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
Executive Summary
Strategy and Leadership.
In 2021, we continued to build on our strategy to focus on our core cryogenic engineering and manufacturing of products for the industrial gas and clean energy spaces,
highlighted by the execution of a strategy to invest and focus on the trend of sustainability within the industry. Chart is proud to be at the forefront of the nexus of clean, including clean energy transition, as a leading provider of
technology, equipment and services related to liquefied natural gas, hydrogen, biogas, carbon capture and water treatment, among other applications.
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), Herbert G. Hotchkiss, Vice President, General Counsel &
Secretary (General Counsel), Joseph R. Brinkman, Vice President and Chief Financial Officer (CFO), Douglas A. Ducote, Jr., President, Global Engineering and Chief Technology Officer (CTO) and Joseph A. Belling,
Chief Commercial Officer (CCO), their dedicated teams and the rest of the Chart organization, each continued to respond quickly and prudently to the numerous challenges we have faced in the last few years, including the challenges posed
by the COVID-19 pandemic, and supply chain, materials costs, labor and logistics shortages and general inflationary pressure challenges that dominated the macroeconomic environment in 2021, all while
accelerating the Companys continued clean energy strategy.
Fiscal 2021 Business Performance Highlights.
Operating Performance. The results of our organic and inorganic strategic investments, transformation in the nexus of clean (clean power, clean water,
clean food and clean industrials) and continued execution and the corresponding benefits of our cost-reduction initiatives were demonstrated in our strong performance in 2021 despite the challenging macroeconomic headwinds described above.
Specifically, consolidated sales increased to a record $1,317.7 million in 2021 from $1,177.1 million in 2020, representing an increase of $140.6 million or 11.9% (6.0% organically), which was mainly driven by our Specialty Products,
Cryo Tank Solutions and Repair, Service & Leasing segments. Our full year 2021 reported non-diluted earnings per share were $1.66 and our full year 2021 adjusted
non-diluted earnings per share were a record $2.84.*
The strong state
of the Companys business was most clearly demonstrated by record backlog and order levels with strong order activity contributing to record ending total backlog of $1,190.1 million as of December 31, 2021 compared to
$810.0 million as of December 31, 2020, representing an increase of $380.1 million or 46.9%, which reflects the broad-based demand we continue to see year-over-year across our product categories. The increase in backlog was largely
driven by record orders as of December 31, 2021 of $1,676.1 million compared to $1,210.1 million as of December 31, 2020 representing an increase of $466.0 million or 38.5%.
Strategic Initiatives and Growth Objectives. The successes of 2021 have allowed Chart to enter 2022 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 2021, we continued to pursue our overall strategic plan and
have successfully transformed our business into a leading provider of clean solutions:
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Continued Execution on Business Transformation. Since 2018, we have embarked on a strategic transformation in our
business marked by the following major attributes: |
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Move into high-end, specialty markets with lower customer concentration
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Increased geographic diversity, with substantial additional manufacturing footprint and project opportunities in India and
Europe |
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See Appendix A for information about how we calculated adjusted non-diluted
earnings per share. |
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Chart Industries, Inc. - 23 |
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Substantial increase in aftermarket parts, service and repair revenues and repair footprint |
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With increased product diversity, less reliance on single large LNG projects |
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Centralized business services and resulting cost rationalization/improvements |
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Broadened set of customers as well as more customers with long-term agreements with the Company |
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As described below, transformation into a market leader in clean energy solutions |
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Execution on Nexus of Clean Strategy. The Companys focus on capitalizing on clean 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 2021, we also continued to capture and expand our unique offering for the Nexus of Clean clean power, clean water, clean food and clean industrials,
including through inorganic investments and mergers and acquisitions in the Nexus of Clean. We expect to continue to grow our Nexus of Clean offerings through such opportunistic inorganic investments and mergers and
acquisitions in the future. This leadership position is possible not only because we have the broadest offering of clean innovative solutions for the various end markets we serve, but also because we are committed to global responsibility. Reporting
our ESG performance is one of the ways we demonstrate accountability and transparency to our team members, suppliers, customers, shareholders and communities. The following clean technology investments and acquisitions were closed in 2021:
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Cryo Technologies Acquisition: In the first quarter of 2021, we acquired Cryogenic Gas Technologies, Inc. to
grow our presence in liquefaction technology for the clean power market (liquefaction process for hydrogen and helium). |
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L.A. Turbine Acquisition: During the third quarter of 2021, we closed on L.A. Turbine, a global leader in
turboexpanders, including the ability to make specialty expanders for carbon capture and hydrogen applications. |
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AdEdge Water Technologies: During the third quarter of 2021, we also acquired AdEdge Holdings, LLC
(AdEdge) in order to grow our presence in the clean water market. Our ChartWater platform, consisting of AdEdge and BlueInGreen process technologies with Chart equipment, posted
record orders, backlog and sales in both the fourth quarter 2021 as well as the full year of 2021 and has been a leading acquisition for synergy achievement in the first year of ownership. |
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Earthly Labs Acquisition: During the fourth quarter of 2021, we completed the immediately accretive
acquisition of Earthly Labs Inc. (Earthly Labs), a leading provider of small-scale carbon capture systems for use in municipal, agriculture and food & beverage applications, and with whom we previously had a minority investment.
We are already benefitting from commercial opportunities between Earthly Labs and AdEdge. |
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Minority Investments: As part of our strategy of expanding its clean energy offerings, the Company made
minority investments in 2021 in the following businesses |
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Svante (carbon capture) |
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Transform Materials (technology to generate hydrogen and acetylene from microwave plasma reactions) |
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CryoMotive (compressed cryogenic hydrogen equipment company) |
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Additional investment in HTEC (hydrogen infrastructure and hydrogen technology solutions company) |
In addition to the above, the Company completed a number of significant memoranda of understanding and joint development agreements with major clean energy players
during 2021.
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2022 Proxy Statement |
Fiscal 2021 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:
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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 free
cash flow metric is more aligned with performance than the working capital measure. Similar 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. |
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Beginning in 2021, PSU awards also contain a Total Shareholder Return (TSR) modifier, which adjusts the potential payout by
20%, upward or downward, depending upon the Companys TSR relative to a comparative group, shown on Appendix B, thereby further aligning the award payouts for NEOs to our stockholders returns. |
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Beginning in 2021, ESG-related goals represent 25% of the Strategic and Operating
Excellence Goals (SOEG) component of the STI program. |
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We also had previously (in 2019) made a number of design changes to enhance pay for performance alignment:
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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). |
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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. |
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Likewise modified the operating income target under the 2019 STI award to increase the target performance metrics to
reflect revenue from large LNG projects. |
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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 Companys outstanding awards; otherwise, the awards revert to a single trigger. |
Consistent with the performance-based philosophy that is the basis of our compensation program, the Companys 2021 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:
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The NEOs received no payment under the STI. Consistent with historical practice, the Compensation Committee set
aggressive STI goals for 2021. The Companys performance did not meet the threshold levels under the STI program and thus no cash incentives or other bonuses were awarded to the NEOs in 2021. As discussed below, the performance targets were not
adjusted for COVID-19 related and unique macroeconomic challenges. |
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Continued practice of minimal and market-based base salary increases for NEOs. Ms. Evankos base salary
was not increased in 2021, yet remains in a competitive range based on recent market analysis compiled by Pay Governance. The base salary for the other continuing NEOs, Messrs. Hotchkiss and Vinci, were slightly higher in
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Chart Industries, Inc. - 25 |
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2021 than 2020. This is a reflection of the Compensation Committees assessment of various quantitative and qualitative factors. Ms. Evankos base salary represented a smaller
portion of her total compensation opportunity than in 2020 as the Compensation Committee continues to believe that an increasing portion of Ms. Evankos compensation should be performance-based in alignment with stockholders.
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No adjustments to pre-established STI and LTI performance targets due to COVID-19 or Supply Chain Challenges and inflationary macroeconomic environment. 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 2021 due to the impact of COVID-19 and substantial supply
chain challenges and inflationary macroeconomic environment. |
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Consistent with our at-risk equity compensation program, since our 2019
performance share unit (PSU) awards did not achieve the target performance level for the three-year performance period ending in 2021, these PSU awards vested at 88.7% of target. |
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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:
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What We Do |
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What We Dont 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. |
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No Guaranteed Pay
We do not provide multi-year guarantees for compensation increases, including base pay, and do not
guarantee annual bonuses. |
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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. |
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No Repricing or Replacement of Stock Options
We do not reprice or replace stock options without prior shareholder approval. |
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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. |
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No Payment of Dividends on Unvested Equity
We do not pay dividend or dividend equivalents while executive RSUs are unvested. |
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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. |
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No Excessive Perks
We do not pay excessive perks; our perks are modest, consisting solely of an automobile
allowance. |
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Stock Ownership
Policy We maintain stock ownership requirements for our officers and directors. |
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No Hedging or Pledging
Our insider trading policy prohibits short sales, pledging and hedging transactions of our common
stock by directors, officers and employees. |
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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. |
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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 two-thirds of the Board. |
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Chart Industries, Inc. - 27 |
2021 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 NEOs total compensation for 2021 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 2021 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
CEOs total compensation package.
As outlined below, in 2021 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 Companys absolute return on average capital and achievement of operating income metrics. With the exception of
base salary, the value of each component of the 2021 executive compensation program is at risk and tied to Company performance, stock price appreciation, or both.
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2021 Executive Compensation Program |
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Component |
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Description |
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Fixed or Variable
Based on Performance |
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Primary Value to Stockholder |
BASE SALARY |
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Fixed pay reflecting internal role and competitiveness. |
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Fixed |
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Competitive compensation compared to market/retention. |
SHORT-TERM INCENTIVE |
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Annual cash incentive compensation based on meeting pre-approved performance targets. |
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Variable/Performance-based. Earned only to the extent performance metrics are met. |
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Motivates executives to drive annual results that positively impact profitability and working capital. |
LONG-TERM INCENTIVES |
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Stock Options |
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Right to purchase shares at the closing price on the date of award after the vesting period. |
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Variable/Performance-based. Valuable to extent stock price increases from the grant date. |
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Aligns executive compensation with long-term stockholder value creation over, in most cases, a 4-year
period. |
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Performance Units |
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Stock awards that vest if Company meets pre-approved absolute return on average capital targets and operating income metrics. |
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Variable/Performance-based. Earned to the extent performance metrics are met. |
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Aligns executive compensation with stockholder value creation over a 3-year period. |
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Restricted Share Units |
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Stock awards that vest ratably (except in the case of retention or inducement awards) based on continuous service over a 3-year
period. |
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Variable/Performance-based. Value dependent on the value of stock at the time of vesting. |
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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 2021 Say on Pay Advisory Vote
At our 2021 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 2021 Annual Meeting were cast in favor of the compensation provided to our executive officers. The Company has maintained a regular outreach to stockholders by contacting
several of its institutional stockholders in order to solicit input on the Companys Compensation Structure and disclosures. These efforts have yielded robust and valuable feedback, much of which, including the desire for increased information
and
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2022 Proxy Statement |
transparency related to the pay-for-performance aspects of our executive compensation is incorporated in this proxy
statement. As a result of discussions and feedback from investors, the Company modified its PSU award structure for 2021 to add a TSR modifier, as described herein.
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
Companys 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 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 individuals 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 NEOs 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 companys 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 37.
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 Committees final decisions on compensation take into consideration various other factors, including a mix of subjective factors, as
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Chart Industries, Inc. - 29 |
described above. In consultation with Pay Governance, the Compensation Committee used the following methodology to develop our comparator group:
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Participation in the 2021 Equilar Executive Compensation Survey database; and |
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Generally, revenue between $500 million and $3 billion, with median revenues of $1.6 billion.
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Individual specific compensation studies are completed by compensation consultants at the request of the Compensation Committee. For example, in
2018, specific peer reviews were conducted by Meridian Compensation Partners (our former compensation consultant) for the CEO, General Counsel and CHRO roles and again in 2019 for the CEO, and Pay Governance conducted a specific peer review for the
CEO in 2020. For 2022 compensation decisions, Pay Governance conducted a specific peer review for all NEO positions in November 2021.
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 B 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 B, was developed based on the input and recommendation of Pay Governance LLC. 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.
2021 Compensation Decisions
Overall, the Companys performance-based, market-driven philosophy continued to drive our executive compensation decisions in 2021. 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 individuals 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 2021, the Compensation Committee also considered:
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the experience of the Compensation Committees members; |
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prevailing economic conditions and the historical success of the compensation structure in achieving the objectives of our
compensation programs; |
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30 - Chart Industries, Inc. |
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2022 Proxy Statement |
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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 |
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the input of Pay Governance, including, with respect to the 2021 LTI program, a study prepared by Pay Governance on
long-term incentive 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 Committees engagement of Pay Governance, see Corporate Governance and Related Matters Information
Regarding Meetings and Committees of the Board of Directors Compensation Committee above.
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 2021 Compensation Decisions. The chart below shows the overall mix of our continuing NEOs 2021 target compensation, which is the sum of
base salary, short-term annual cash incentive bonus (at target), and long-term incentives (at target).
2021 NEO Target Pay
Mix*
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Target pay mix is shown as a percentage of each NEOs 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 CEOs base salary for 2021, 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
CEOs 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 CEOs experience; her
contributions to Charts financial performance; and, her leadership, effort, and responsibilities in determining and executing Charts 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 executives compensation relative to a
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Chart Industries, Inc. - 31 |
competitive range of base salaries, as established using the market data from our Compensation Peer Group; and each executives individual experience, responsibilities, and contributions.
Our NEOs current 2021 and 2020 base salaries are listed below. With respect to the continuing NEOs, Ms. Evankos base salary remained the same in
2021, with modest adjustment from $386,750 to $398,333 for Mr. Hotchkiss and $386,802 to $398,406 for Mr. Vinci, based on market data and performance in executing our operational and strategic initiatives, and also in light of the
Compensation Committees evaluation of the various subjective factors described above. Based on market data from our Compensation Peer Group, the Compensation Committee also considered a range of base salaries competitive with median for each
NEO. NEO base salaries may vary above or below median based on the subjective, executive-specific factors the Compensation Committee took into consideration when determining to make adjustments to base salary in previous years.
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2021 Named Executive Officers |
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Current
Executive Officers |
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Position |
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2021 Annualized Salary($) |
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2020 Annualized Salary($) |
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Jillian C. Evanko |
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CEO and President(1) |
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950,000 |
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950,000 |
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Joseph R. Brinkman |
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Vice President and Chief Financial Officer(1) |
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310,000 |
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(2 |
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Herbert G. Hotchkiss |
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Vice President, General Counsel and Secretary |
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398,353 |
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386,750 |
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Gerald F. Vinci |
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Vice President, CHRO |
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398,406 |
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386,802 |
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Douglas A. Ducote, Jr. |
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President, Global Engineering and Chief Technology Officer |
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294,000 |
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(2 |
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Joseph A. Belling |
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Chief Commercial Officer |
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340,000 |
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(2 |
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Former
Executive Officer |
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Scott W. Merkle |
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Former Vice President, Chief Financial Officer and Treasurer(1) |
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340,000 |
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(2 |
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(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. On October 1, 2021, the Company promoted Joseph R. Brinkman from Vice President and General Manager of Industrial Gas Products (the Companys largest
business) to Chief Financial Officer and Mr. Merkle stepped down from his position in connection with his planned retirement. |
(2) |
Although employed by the Company in 2020, Messrs. Brinkman, Ducote, Belling and Merkle were not executive officers during
that period and historical salary information is thus not comparable. |
With respect to 2022 salary levels, the Compensation Committee increased
the base salaries of Ms. Evanko from $950,000 to $1,000,000, Mr. Hotchkiss from $398,353 to $410,303, Mr. Vinci from $398,406 to $410,358 and Mr. Belling from $340,000 to $350,200 based on market data and performance in executing
on the Companys operational and strategic initiatives. Mr. Brinkman received a slightly larger adjustment (from $310,000 to $340,000) from a percentage standpoint due to his new role as Chief Financial Officer. Mr. Ducotes base
salary remains unchanged for 2022 from his 2021 base salary level.
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 46. 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.
2021 STI Program. With regard to our short-term annual cash incentive program
for 2021 NEO compensation (2021 STI Program), consistent with the Compensation Committees process in previous years, at the beginning of 2021, the Compensation Committee set each executives target incentive bonus opportunity,
expressed as a percentage of base salary (the Base Target).
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32 - Chart Industries, Inc. |
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2022 Proxy Statement |
In determining actual payouts to NEOs for 2021, as in prior years, the Compensation Committee determined 2021
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. As the Committee began utilizing in 2020, and to more
closely align NEO compensation with those measurements that the Compensation Committee believes best reflect the performance of the Companys business and operations, the Compensation Committee also again used a consolidated free cash flow
performance metric, replacing the prior working capital metric. This free cash flow metric represents 25% of the STI weight. SOEG metrics (which represent 20% of the STI weight) are intended to motivate individuals to drive annual results that align
with the Companys strategic operational goals (including ESG-related goals, as discussed elsewhere herein, which represent 25% of the SOEG metrics), and it allows the Compensation Committee to reward
employees for certain qualitative factors that contributed to the achievement of our strategic business goals.
The 2021 STI Program continued the prior years
practice of threshold performance level payouts under the financial performance metrics at 50%, with payouts at maximum performance levels at 180%. 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 2021 STI financial and SOEG performance
metrics, the weight of each metric, the threshold, target and maximum performance levels, as well as the payout (before adjusting operating income targets to increase the target performance metrics to reflect revenues from large LNG projects) at
each level are listed in the table below:
|
|
|
|
|
|
|
|
|
|
|
Financial
Performance Metrics |
|
Threshold
(50%) |
|
Target
(100%) |
|
Maximum (200%) |
Operating Income, as adjusted (weight
55%) |
|
$128.8 million |
|
$161.1 million |
|
$193.3 million |
Consolidated Free Cash Flow (weight
25%) |
|
$153.6 million |
|
$192.0 million |
|
$230.4 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 2021, 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 employees scope of responsibility and the Companys strategic business objectives related to that scope. Our SOEG metrics are largely derived from the
Companys 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 CEOs 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 Companys 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.
Consistent with the Companys commitment to its Nexus of Clean program and its emphasis on global responsibility and ESG initiatives, in 2021, ESG-related goals represented 25% of the SOEG metric for each NEO.
|
|
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2022 Proxy Statement |
|
Chart Industries, Inc. - 33 |
2021 STI Program Results. In determining annual incentive awards for 2021, 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 2021. As described above, the Compensation Committee then adjusted upward the operating income and free cash flow metrics 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 considered our actual performance against the financial performance targets
set by the Compensation Committee and the Board for 2021, 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) expenses 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, as well as unique and globally seen challenges in the supply chain and raw materials prices, the Compensation
Committee did not adjust STI targets or actual results due to the impact of COVID-19 or the negative impact on gross margins caused by the macroeconomic factors impacting the supply chain and materials prices.
The adjusted results for our 2021 financial performance metrics were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Financial Performance Metrics |
|
Actual Result |
|
|
% of Target Achieved |
|
Operating Income, as adjusted (weight 55%) |
|
$ |
128.6 million |
|
|
|
79.8% |
|
Consolidated Free
Cash Flow (weight 25%) |
|
$ |
104.9 million |
|
|
|
54.6% |
|
In typical circumstances, when determining the amount payable to non-director NEOs for
achievement of SOEG goals, the Compensation Committee considers each NEOs individual performance relative to his or her personal SOEG metric, and the recommendation of the CEO with regard to performance of other NEOs. The CEOs SOEG
performance is determined by the Compensation Committee and the independent members of the Board based on their assessment of the CEOs performance relative to the CEOs SOEG goal. In light of the fact that the thresholds were not met for
the operating income and consolidated full cash flow metrics, no STI payouts were earned and thus SOEG goals were not considered for any of Ms. Evanko, Mr. Brinkman, Mr. Hotchkiss, Mr. Vinci, Mr. Ducote or Mr. Belling.
Mr. Merkle was awarded his target STI amount of $204,000 pursuant to the terms of his Retirement Agreement. The following table summarizes the total STI payout opportunities available to each continuing NEO upon satisfaction of threshold,
target, and maximum performance levels, as well as the actual STI payments each NEO received for fiscal 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Incentive Threshold(1) |
|
|
Annual Incentive Target |
|
|
Annual Incentive Maximum |
|
|
Actual 2021 Annual Incentive Payout |
|
|
|
|
|
|
|
|
|
|
|
|
% of Base Salary |
|
|
Amount
($) |
|
|
% of Base Salary |
|
|
Amount ($) |
|
|
% of Base Salary |
|
|
Amount ($) |
|
|
% of Base Salary |
|
|
Amount
($) |
|
Jillian C. Evanko |
|
|
0 |
% |
|
|
|
|
|
|
120 |
% |
|
$ |
1,140,000 |
|
|
|
198 |
% |
|
$ |
2,052,000 |
|
|
|
0 |
% |
|
|
|
|
Joseph R. Brinkman |
|
|
0 |
% |
|
|
|
|
|
|
50 |
% |
|
$ |
155,000 |
|
|
|
90 |
% |
|
$ |
279,000 |
|
|
|
0 |
% |
|
|
|
|
Herbert G. Hotchkiss |
|
|
0 |
% |
|
|
|
|
|
|
70 |
% |
|
$ |
278,847 |
|
|
|
126 |
% |
|
$ |
501,925 |
|
|
|
0 |
% |
|
|
|
|
Gerald F. Vinci |
|
|
0 |
% |
|
|
|
|
|
|
70 |
% |
|
$ |
278,884 |
|
|
|
126 |
% |
|
$ |
501,991 |
|
|
|
0 |
% |
|
|
|
|
Douglas A. Ducote, Jr. |
|
|
0 |
% |
|
|
|
|
|
|
65 |
% |
|
$ |
191,000 |
|
|
|
117 |
% |
|
$ |
343,980 |
|
|
|
0 |
% |
|
|
|
|
Joseph A.
Belling |
|
|
0 |
% |
|
|
|
|
|
|
60 |
% |
|
$ |
204,000 |
|
|
|
108 |
% |
|
$ |
367,200 |
|
|
|
0 |
% |
|
|
|
|
(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. |
|
|
|
34 - Chart Industries, Inc. |
|
2022 Proxy Statement |
For fiscal 2022, the Compensation Committee has increased the annual incentive target to 60% for Mr. Brinkman
reflecting his recent appointment as Chief Financial Officer, and increased Mr. Bellings annual incentive target to 70%. Ms. Evankos and Messrs. Vinci, Hotchkiss and Ducotes annual incentive target for 2022 remain
unchanged.
Long-Term Equity Incentive Compensation. The third component of Charts 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 Committees overall compensation philosophy, and to
determine whether LTI awards are effectively serving Charts long-term compensation goals and aligning NEO compensation with stockholder interests.
In 2021
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 Companys 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 NEOs base salary as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 Annualized Base Salary($)(1) |
|
|
Target LTI Value as % of Base Salary |
|
|
Target LTI Value($) |
|
Jillian C. Evanko |
|
|
$950,000 |
|
|
|
360 |
%(2) |
|
|
$3,420,000 |
|
Joseph R. Brinkman |
|
|
$310,000 |
|
|
|
50 |
%(2) |
|
|
$ 155,000 |
|
Herbert G. Hotchkiss |
|
|
$398,353 |
|
|
|
100 |
% |
|
|
$ 398,353 |
|
Gerald F. Vinci |
|
|
$398,406 |
|
|
|
100 |
% |
|
|
$ 398,406 |
|
Douglas A. Ducote, Jr. |
|
|
$294,000 |
|
|
|
45 |
% |
|
|
$ 132,300 |
|
Joseph A.
Belling |
|
|
$340,000 |
|
|
|
70 |
% |
|
|
$ 238,000 |
|
(1) |
Annualized Base Salary is calculated based on the base salary for the executive as of the end of the 2021 fiscal year.
For the actual base salary earned by the executive for 2021, please see the 2021 Summary Compensation Table. |
(2) |
For Fiscal 2022, in connection with market trends, the Committee has revised Ms. Evankos and
Mr. Brinkmans target LTI value as a percentage of base salary to 431% and 70%, respectively. |
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 2021 LTI compensation for our NEOs. The Compensation Committee
considered input from Pay Governance, prevailing valuation methodologies, the expected value of the respective awards at varying grant levels, the competitiveness of each executives 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 2021 remained 30% options, 30% RSUs and 40% PSUs. This mix of awards going forward will also be used for fiscal 2022.
The following paragraphs further describe the LTI compensation awarded to our executive officers under the Omnibus Equity Plan in 2021.
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.
|
|
|
2022 Proxy Statement |
|
Chart Industries, Inc. - 35 |
In our 2021 fiscal year, on January 4, 2021, we awarded the following number of
non-qualified stock options to our NEOs at an exercise price of $118.41 per share: (i) Ms. Evanko, 23,520, (ii) Mr. Brinkman, 630, (iii) Mr. Hotchkiss, 2,730, (iv) Mr. Vinci, 2,740,
(v) Mr. Ducote, 900, (vi) Mr. Belling, 1,630 and (vii) Mr. Merkle, 1,080.
For a description of grant date fair values related to stock
options granted to our NEOs in 2021, and related valuation assumptions, see note 4 to the 2021 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.
For the 2021 fiscal year, on January 4, 2021, we granted the following number of performance units to our NEOs (reflecting performance at
100% target): (i) Ms. Evanko, 16,560, (ii) Mr. Brinkman, 450, (iii) Mr. Hotchkiss, 1,920, (iv) Mr. Vinci, 1,920, (v) Mr. Ducote, 640, (vi) Mr. Belling, 1,150 and (vii) Mr. Merkle, 760.
PSU awards are an important component of our long-term equity incentive awards because their value is not based on stock price alone. The 2021 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 2021 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 2021 performance period were 6.0%, 8.0%, and 11.0%, 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.
In 2021, PSU awards also contained a Total Shareholder Return (TSR) modifier, which adjusted the potential payout by 20%, upward or downward, depending upon the
Companys TSR relative to a comparative group. However, no upward adjustment to the potential payout may be made unless the Companys TSR over the performance period is greater than zero.
For a description of the grant date fair values related to performance units granted to our executive officers in 2021, as well as related valuation assumptions, see
the 2021 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 2021 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 2021 fiscal year, on January 4, 2021, the Compensation Committee approved grants of the following number of RSUs to our NEOs: (i) Ms. Evanko,
12,420, (ii) Mr. Brinkman, 1,540, (iii) Mr. Hotchkiss, 1,440,
|
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36 - Chart Industries, Inc. |
|
2022 Proxy Statement |
(iv) Mr. Vinci, 1,440, (v) Mr. Ducote, 480, (vi) Mr. Belling, 860 and (vii) Mr. Merkle, 570. In addition, on February 16, 2021, the Compensation Committee
approved grants of 760 and 1,900 RSUs to Mr. Belling and Mr. Ducote, respectively.
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 2021, the Deferred Income Plan resulted in the following
Company matching and profit sharing contributions for certain of our NEOs: (i) Ms. Evanko, $38,000, (ii) Mr. Brinkman, $3,413, (iii) Mr. Hotchkiss, $14,406, (iv) Mr. Vinci, $14,409 and (v) Mr. Merkle, $8,276. Based
on elections made by our executive officers for 2022, we expect that the Deferred Income Plan will result in the following Company matching and profit sharing contributions for our executive officers for 2022: (i) Ms. Evanko, $27,800, (ii)
Mr. Brinkman, $1,400, (iii) Mr. Hotchkiss, $4,212, (iv) Mr. Vinci, $4,214 and (v) Mr. Belling, $1,808. 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 2022 amounts may vary from the amounts presented
above.
The terms of our Deferred Income Plan are described beginning on page 52 in the 2021 Nonqualified Deferred Compensation Table.
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 participating executive officers 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 62. As of March 17, 2022, 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.
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2022 Proxy Statement |
|
Chart Industries, Inc. - 37 |
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 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
$1 million. The Compensation Committee made certain revisions to its procedures in response to the elimination of Section 162(m) and continues to assess the impact of the amendments to Section 162(m) to determine what adjustments to
our executive compensation practices, if any, it considers appropriate.
Severance and Change in Control Payments. The Compensation Committee believes
employment agreements assist us in attracting and retaining executive talent and that change in control provisions are appropriate to help ensure continuity of management during a potential change in control. In 2021, the Company was party to
employment agreements with Ms. Evanko, Mr. Hotchkiss and Mr. Vinci and a severance agreement with Mr. Brinkman, and each such agreement contains a severance and change in control provision. More information about these agreements
is provided in the sections Employment Agreements, Severance Agreement, Retention Agreement and Retirement Agreement and Other Potential Post-Employment Payments.
|
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|
38 - Chart Industries, Inc. |
|
2022 Proxy Statement |
2021 SUMMARY COMPENSATION TABLE
The following table and related notes and discussion are presented in accordance with SEC rules and summarize the compensation earned by each named executive officer for
fiscal years 2021 and, where required, 2020 and 2019.
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
Name and Principal Position |
|
Year |
|
Salary ($)(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) |
|
|
|
2021 |
|
|
|
$ |
950,000 |
|
|
|
$ |
|
|
|
|
$ |
3,431,522 |
|
|
|
$ |
2,785,003 |
|
|
|
|
|
|
|
|
|
$ 55,991 |
|
|
|
$ |
7,222,516 |
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
Joseph R. Brinkman
(Vice President and Chief Financial Officer) |
|
|
|
2021 |
|
|
|
$ |
252,246 |
|
|
|
$ |
|
|
|
|
$ |
235,636 |
|
|
|
$ |
74,598 |
|
|
|
|
|
|
|
|
|
$ 14,727 |
|
|
|
$ |
577,207 |
|
|
|
|
|
|
|
|
|
|
Herbert G.
Hotchkiss (Vice President, General
Counsel and Secretary) |
|
|
|
2021
|
|
|
|
$
|
398,353
|
|
|
|
$
|
|
|
|
|
$
|
397,857
|
|
|
|
$
|
323,259
|
|
|
|
|
|
|
|
|
|
$ 35,606
|
|
|
|
$
|
1,155,075
|
|
|
|
|
2020 |
|
|
|
|
386,750 |
|
|
|
|
50,000 |
|
|
|
|
316,480 |
|
|
|
|
285,520 |
|
|
|
|
201,802 |
|
|
|
|
35,680 |
|
|
|
|
1,276,232 |
|
|
|
|
2019 |
|
|
|
|
281,346
|
|
|
|
|
200,000 |
|
|
|
|
511,519
|
|
|
|
|
461,764
|
|
|
|
|
192,149
|
|
|
|
|
132,668 |
|
|
|
|
1,779,446
|
|
|
|
|
|
|
|
|
|
|
Gerald F. Vinci
(Vice President, Chief Human Resources
Officer) |
|
|
|
2021 |
|
|
|
$ |
398,406 |
|
|
|
$ |
|
|
|
|
$ |
397,857 |
|
|
|
$ |
324,443 |
|
|
|
|
|
|
|
|
|
$ 35,325 |
|
|
|
$ |
1,156,031 |
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
Douglas A. Ducote, Jr.
(President, Global Engineering and Chief
Technology Officer) |
|
|
|
2021 |
|
|
|
$ |
671,788 |
|
|
|
$ |
|
|
|
|
$ |
427,442 |
|
|
|
$ |
106,569 |
|
|
|
|
|
|
|
|
|
$ 20,854 |
|
|
|
$ |
1,226,653 |
|
|
|
|
|
|
|
|
|
|
Joseph A. Belling
(Chief Commercial Officer) |
|
|
|
2021 |
|
|
|
$ |
340,000 |
|
|
|
$ |
1,000 |
|
|
|
$ |
355,934 |
|
|
|
$ |
193,008 |
|
|
|
|
|
|
|
|
|
$ 20,945 |
|
|
|
$ |
910,887 |
|
|
|
|
|
|
|
|
|
|
Scott W.
Merkle (Former Vice President, Chief Financial Officer and Treasurer) |
|
|
|
2021 |
|
|
|
$ |
335,096 |
|
|
|
$ |
|
|
|
|
$ |
157,486 |
|
|
|
$ |
127,883 |
|
|
|
|
204,000 |
|
|
|
|
$ 19,584 |
|
|
|
$ |
844,049 |
|
(1) |
Ms. Evanko received increases in her base salary for 2020 and 2019. Ms. Evanko became the Companys Chief
Financial Officer in August 2019 in connection with the former Chief Financial Officers departure from the Company. Ms. Evanko relinquished the position of Chief Financial Officer on March 16, 2021, and currently serves as the
Companys CEO and President. Mr. Hotchkiss received increases in his base salary in 2021 and 2020. 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 2021, 2020 and 2019. Mr. Ducotes 2021 salary reflects $377,788 in sales commissions and his base salary of $294,000. |
(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. Belling, the Bonus amount for 2021 represents an additional bonus.
|
(3) |
Stock Awards consists of PSU awards and RSU awards. Each 2021, 2020 and 2019 award was granted under our
Omnibus Equity Plan, 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 2021 and 2020 awards, a
combination of return on investment and operating income metrics. The 2019 awards are measured over a performance period ending December 31, 2021, the 2020 awards are measured over a performance period ending December 31, 2022 and the 2021
awards are measured over a performance period ending December 31, 2023. The RSU awards, which were granted to NEOs in 2019, 2020, and 2021, vest ratably over a three-year period from the date of grant. |
The dollar values shown in the Stock Awards column above represent the aggregate grant date fair value of PSU awards (for 2021, 2020 and 2019 for
Ms. Evanko Mr. Hotchkiss and Mr. Vinci; and for 2021 for Mr. Brinkman, Mr. Ducote, Mr. Belling and Mr. Merkle), and RSU awards (for 2021, 2020 and 2019 for
|
|
|
2022 Proxy Statement |
|
Chart Industries, Inc. - 39 |
Ms. Evanko, Mr. Hotchkiss and Mr. Vinci; and for 2021 for Mr. Brinkman, Mr. Ducote, Mr. Belling and Mr. Merkle), 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 ($65.95 on
January 2, 2019, $75.11 on February 1, 2019, $87.29 on March 5, 2019, $68.80 on January 2, 2020 and $118.41 on January 4, 2021). Grant date fair value for the RSU awards was calculated using the closing stock price on the
date of grant ($65.95 on January 2, 2019, $75.11 on February 1, 2019, $87.29 on March 5, 2019, $63.07 on August 21, 2019, $68.80 on January 2, 2020 and $118.41 on January 4, 2021). 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 for awards
granted in 2019 and 2020 and at 240% level for awards granted in 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performance Units |
|
|
|
|
|
|
|
|
|
|
Grant Date |
|
|
Number of Units |
|
|
Grant Date Fair Value at Maximum Performance Levels(a) |
|
|
|
|
|
Jillian C. Evanko |
|
|
1/4/2021 |
|
|
|
16,560 |
|
|
|
$4,706,087 |
|
|
|
|
1/2/2020 |
|
|
|
20,450 |
|
|
|
$2,813,920 |
|
|
|
|
1/2/2019 |
|
|
|
15,460 |
|
|
|
$2,039,174 |
|
|
|
|
|
Joseph R. Brinkman |
|
|
1/4/2021 |
|
|
|
450 |
|
|
|
$ 127,883 |
|
|
|
|
|
Herbert G. Hotchkiss |
|
|
1/4/2021 1/2/2020 |
|
|
|
1,920 2,630 |
|
|
|
$ 545,633 $ 361,888 |
|
|
|
|
3/5/2019 |
|
|
|
3,350 |
|
|
|
$ 584,844 |
|
Gerald F. Vinci |
|
|
1/4/2021 |
|
|
|
1,920 |
|
|
|
$ 545,633 |
|
|
|
|
1/2/2020 |
|
|
|
2,630 |
|
|
|
$ 361,888 |
|
|
|
|
1/2/2019 |
|
|
|
2,120 |
|
|
|
$ 279,628 |
|
|
|
|
|
Douglas A.
Ducote, Jr. |
|
|
1/4/2021 |
|
|
|
640 |
|
|
|
$ 181,878 |
|
Joseph A. Belling |
|
|
1/4/2021 |
|
|
|
1,150 |
|
|
|
$ 326,812 |
|
Scott W.
Merkle |
|
|
1/4/2021 |
|
|
|
760 |
|
|
|
$ 215,980 |
|
|
(a) |
The 2019 PSU awards granted on January 2, 2019 vested at 88.7%. 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) |
2021, 2020 and 2019 stock option awards were granted pursuant to our Omnibus Equity Plan. Stock option awards become
exercisable annually and ratably over four years after the date of grant. Each NEO employed by the Company on January 4, 2021, January 2, 2020 and January 2, 2019, 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, 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. |
|
|
|
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. |
|
|
|
40 - Chart Industries, Inc. |
|
2022 Proxy Statement |
|
|
|
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 4.80 years for the options. |
|
|
|
The fair value of the options granted on January 4, 2021 was estimated using the Black-Scholes option pricing model
with the following weighted average assumptions: risk-free interest rate of 0.33 percent; dividend yields of 0.0 percent; volatility factor of expected market price of our Common Stock of 53.10 percent; and a weighted average expected
life of 4.73 years for the options. |
(5) |
Reflects amounts of non-equity incentive compensation earned under the Cash
Incentive Plan in 2019, 2020, and 2021. The Compensation Committee determined that (i) 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, (ii) 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 adjustment for 2020 SOEG achieved, such
that each executive was determined to have reached 50% of their target SOEG goals (however, each of Ms. Evanko, Mr. Hotchkiss and Mr. Vinci received a discretionary bonus in 2020 which offset this adjustment; see note (2) above)
and (iii) no STI awards were made for 2021 for Ms. Evanko, Mr. Brinkman, Mr. Hotchkiss, Mr. Vinci, Mr. Ducote or Mr. Belling in light of our financial and strategic performance. Mr. Merkle was awarded his
target STI amount of $204,000 pursuant to the terms of his Retirement Agreement. As discussed in Elements of Compensation Annual Short-Term Cash Incentive Award, in 2019, 2020, and 2021, 20% of each NEOs STI award was based
on achievement of a pre-determined, individual SOEG goal. STI compensation as a percentage of salary can vary for each NEO based on the level of achievement of his or her respective strategic and operational
goal. |
(6) |
All Other Compensation includes, for each NEO, the aggregate incremental actual cost to the Company for the
benefit listed. The following table outlines those perquisites, other personal benefits and all other compensation received by each NEO. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year |
|
|
Perquisites
($)(a) |
|
|
Company Contributions to Benefit Plans ($)(b) |
|
|
Other
($)(c) |
|
|
Total
($) |
|
|
|
|
|
|
|
Jillian C. Evanko |
|
|
2021 |
|
|
$ |
12,000 |
|
|
$ |
43,991 |
|
|
$ |
|
|
|
$ |
55,991 |
|
|
|
|
2020 |
|
|
|
12,462 |
|
|
|
73,019 |
|
|
|
|
|
|
$ |
85,481 |
|
|
|
|
2019 |
|
|
|
11,539 |
|
|
|
185,593 |
|
|
|
|
|
|
$ |
197,132 |
|
|
|
|
|
|
|
Joseph R. Brinkman |
|
|
2021 |
|
|
|
|
|
|
$ |
14,727 |
|
|
$ |
|
|
|
$ |
14,727 |
|
|
|
|
|
|
|
Herbert G. Hotchkiss |
|
|
2021 |
|
|
$ |
9,600 |
|
|
$ |
26,006 |
|
|
$ |
|
|
|
$ |
35,606 |
|
|
|
|
2020 |
|
|
|
9,969 |
|
|
|
25,711 |
|
|
|
|
|
|
|
35,680 |
|
|
|
|
2019 |
|
|
|
7,717 |
|
|
|
28,237 |
|
|
|
96,714 |
|
|
|
132,668 |
|
|
|
|
|
|
|
Gerald F. Vinci |
|
|
2021 |
|
|
$ |
9,600 |
|
|
$ |
25,725 |
|
|
$ |
|
|
|
$ |
35,325 |
|
|
|
|
2020 |
|
|
|
9,969 |
|
|
|
25,664 |
|
|
|
|
|
|
|
35,633 |
|
|
|
|
2019 |
|
|
|
9,231 |
|
|
|
61,370 |
|
|
|
|
|
|
|
70,601 |
|
Douglas A. Ducote, Jr. |
|
|
2021 |
|
|
$ |
9,600 |
|
|
$ |
11,254 |
|
|
$ |
|
|
|
$ |
20,854 |
|
Joseph A. Belling |
|
|
2021 |
|
|
$ |
9,750 |
|
|
$ |
11,195 |
|
|
$ |
|
|
|
$ |
20,945 |
|
Scott Merkle |
|
|
2021 |
|
|
$ |
|
|
|
$ |
19,584 |
|
|
$ |
|
|
|
$ |
19,584 |
|
|
|
|
2022 Proxy Statement |
|
Chart Industries, Inc. - 41 |
|
(a) |
With the exception of Mr. Brinkman and Mr. Merkle, 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 Companys contributions
in 2021 under the Deferred Income Plan were $38,000, $3,413, $14,406, $14,409 and $8,276 for Ms. Evanko, Mr. Brinkman, Mr. Hotchkiss, Mr. Vinci and Mr. Merkle, respectively. See the 2021 Nonqualified Deferred Compensation
Table for more information about each NEOs Deferred Income Plan contributions. The Companys contributions in 2021 under the 401(k) plan were $5,991, $11,314, $11,600, $11,316, $11,254, $11,195 and $11,308 for Ms. Evanko,
Mr. Brinkman, Mr. Hotchkiss, Mr. Vinci, Mr. Ducote, Mr. Belling and Mr. Merkle, respectively. As a result of changes to the Deferred Income Plan beginning in 2020, contributions made by the Company for Ms. Evanko
and Mr. Vinci were significantly lower in 2021 and 2020 than they were in 2019. |
|
(c) |
The 2021, 2020 and 2019 amounts in this column include relocation and severance payment amounts. In connection with
Mr. Hotchkiss hiring, the Company paid $96,714 in relocation expenses in 2019 to facilitate a move to our corporate office in Canton, Georgia. |
|
|
|
42 - Chart Industries, Inc. |
|
2022 Proxy Statement |
2021 GRANTS OF PLAN-BASED AWARDS TABLE
The following table and related discussion summarizes grants of equity and non-equity incentive compensation awards provided to
our NEOs for our 2021 fiscal year, presented in accordance with SEC rules.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
Grant Date |
|
|
Estimated Future Payouts Under Non-Equity Incentive Plan
Awards(1) |
|
|
Estimated Future Payouts Under Equity Incentive Plan Awards |
|
|
All Other Stock Awards: Number of Shares of Stock or Units(#) |
|
|
All Other Option Awards: Number of Securities Underlying Options(#) |
|
|
Exercise or Base Price of Option Awards ($/Sh) |
|
|
Grant Date Fair Value of Stock and Option Awards(2) |
|
|
Threshold ($) |
|
|
Target
($) |
|
|
Maximum
($) |
|
|
Threshold (#) |
|
|
Target (#) |
|
|
Maximum
(#) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Jillian C. Evanko |
|
|
1/4/2021 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8,280 |
|
|
|
16,560 |
|
|
|
39,744 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
1,960,870 |
|
|
|
|
1/4/2021 |
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,420 |
|
|
|
|
|
|
|
|
|
|
|
1,470,652 |
|
|
|
|
1/4/2021 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,520 |
|
|
$ |
118.41 |
|
|
|
2,785,003 |
|
|
|
|
|
|
|
|
|
|
|
$ |
1,140,000 |
|
|
$ |
2,052,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph R. Brinkman |
|
|
1/4/2021 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
225 |
|
|
|
450 |
|
|
|
1,080 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
53,285 |
|
|
|
|
1/4/2021 |
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,540 |
|
|
|
|
|
|
|
|
|
|
|
182,351 |
|
|
|
|
1/4/2021 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
630 |
|
|
$ |
118.41 |
|
|
|
74,598 |
|
|
|
|
|
|
|
|
|
|
|
$ |
155,000 |
|
|
$ |
279,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Herbert G. Hotchkiss |
|
|
1/4/2021 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
960 |
|
|
|
1,920 |
|
|
|
4,608 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
227,347 |
|
|
|
|
1/4/2021 |
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,440 |
|
|
|
|
|
|
|
|
|
|
|
170,510 |
|
|
|
|
1/4/2021 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,730 |
|
|
$ |
118.41 |
|
|
|
323,259 |
|
|
|
|
|
|
|
|
|
|
|
$ |
278,847 |
|
|
$ |
501,925 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gerald F. Vinci |
|
|
1/4/2021 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
960 |
|
|
|
1,920 |
|
|
|
4,608 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
227,347 |
|
|
|
|
1/4/2021 |
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,440 |
|
|
|
|
|
|
|
|
|
|
|
170,510 |
|
|
|
|
1/4/2021 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,740 |
|
|
$ |
118.41 |
|
|
|
324,443 |
|
|
|
|
|
|
|
|
|
|
|
$ |
278,884 |
|
|
$ |
501,991 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Douglas A. Ducote,
Jr. |
|
|
1/4/2021 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
320 |
|
|
|
640 |
|
|
|
1,536 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
75,782 |
|
|
|
|
1/4/2021 |
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
480 |
|
|
|
|
|
|
|
|
|
|
$ |
56,837 |
|
|
|
|
1/4/2021 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
900 |
|
|
$ |
118.41 |
|
|
$ |
106,569 |
|
|
|
|
2/16/2021 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,900 |
|
|
|
|
|
|
|
|
|
|
$ |
294,823 |
|
|
|
|
|
|
|
|
|
|
|
$ |
191,100 |
|
|
$ |
343,980 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph A. Belling |
|
|
1/4/2021 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
575 |
|
|
|
1,150 |
|
|
|
2,760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
136,172 |
|
|
|
|
1/4/2021 |
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
860 |
|
|
|
|
|
|
|
|
|
|
$ |
101,833 |
|
|
|
|
1/4/2021 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,630 |
|
|
$ |
118.41 |
|
|
$ |
193,008 |
|
|
|
|
2/16/2021 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
760 |
|
|
|
|
|
|
|
|
|
|
$ |
117,929 |
|
|
|
|
|
|
|
|
|
|
|
$ |
204,000 |
|
|
$ |
367,200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott W. Merkle |
|
|
1/4/2021 |
(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
380 |
|
|
|
760 |
|
|
|
1,824 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
89,992 |
|
|
|
|
1/4/2021 |
(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
570 |
|
|
|
|
|
|
|
|
|
|
$ |
67,494 |
|
|
|
|
1/4/2021 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,080 |
|
|
$ |
118.41 |
|
|
$ |
127,883 |
|
|
|
|
|
|
|
|
|
|
|
$ |
204,000 |
|
|
$ |
204,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
These columns show the potential payouts for each NEO based on performance goals set in the first quarter of 2021 under
the Cash Incentive Plan for fiscal year 2021. Detail regarding the actual award payouts for 2021 under the Cash Incentive Plan is reported in the 2021 Summary Compensation Table and is included in the Compensation Discussion and Analysis above.
|
(2) |
The values included in this column represent the grant date fair value of stock and option awards computed in accordance
with FASB ASC Topic 718, Compensation Stock Compensation. |
(3) |
PSU awards granted pursuant to the Omnibus Equity Plan. Detail regarding the PSU awards is reported in the 2021 Summary
Compensation Table and is included in the Compensation Discussion and Analysis. |
(4) |
RSU awards granted pursuant to the Omnibus Equity Plan. Detail regarding the RSU awards is reported in the 2021 Summary
Compensation Table and is included in the Compensation Discussion and Analysis. |
|
|
|
2022 Proxy Statement |
|
Chart Industries, Inc. - 43 |
(5) |
Nonqualified stock options granted pursuant to the Omnibus Equity Plan. These options vest with respect to one-fourth the total number of common shares underlying the stock options on each of the first four anniversaries of the grant date. |
Employment Agreements, Severance Agreement, Retention Agreement and Retirement Agreement
The Company is party to employment agreements with Ms. Evanko, Mr. Hotchkiss and Mr. Vinci (collectively, the Employment Agreements), an
amended and restated severance agreement with Mr. Brinkman (the Severance Agreement), a retention agreement with Mr. Ducote (the Retention Agreement) and a retirement agreement with Mr. Merkle (the
Retirement Agreement).
Term. The Employment Agreements for Ms. Evanko, Mr. Hotchkiss and Mr. Vinci provide for an
initial two-year term of employment, which automatically renews for additional one-year periods. In the event of a change in control, the Employment Agreements provide
for an automatic three-year extension of the employment term.
Base Salary and Benefits. During the employment term, each of Ms. Evanko,
Mr. Hotchkiss and Mr. Vinci is entitled to receive at least the base salary as provided in the Employment Agreements, together with the right to participate in the Companys employee benefit plans, including health, life, and
disability insurance, retirement, deferred compensation and fringe benefits, as well as any incentive and equity compensation plans, in effect from time to time, on the same basis as such plans are made available to the Companys other senior
executives. Under the Employment Agreements, Ms. Evanko, Mr. Hotchkiss and Mr. Vinci are entitled to receive a monthly automobile allowance. The monthly automobile allowances for 2021 were as follows: (i) Ms. Evanko, $1,000;
(ii) Mr. Hotchkiss, $800 and (iii) Mr. Vinci, $800.
Separately, Mr. Ducote and Mr. Belling have monthly automobile allowances of $800 and
$813, respectively. Mr. Brinkman and Mr. Merkle do not have an automobile allowance.
The 2021 base salaries for each of our NEOs are set forth in
Compensation Discussion and Analysis Elements of Compensation Base Salary.
Annual Incentive Compensation. During the
employment term, pursuant to the Employment Agreements each of Ms. Evanko, Mr. Hotchkiss and Mr. Vinci is eligible to receive an annual bonus (an Annual Bonus) of up to one hundred eighty percent (180%) of a target amount
designated for each executive, which target amount is based upon a percentage of such executives annual base salary. The Employment Agreements do not guarantee executives receipt of Annual Bonuses. The Annual Bonus is earned based on the
relative achievement of performance targets established by the Board, or a duly authorized committee thereof, no later than 90 days after the beginning of each fiscal year during the employment period. Annual Bonuses, if any, are payable within two
and one-half months after the end of the applicable fiscal year. Annual Bonuses are subject to the terms of the Companys Cash Incentive Plan, as may be amended from time to time. The Compensation
Committee may adjust NEO Base Targets without the need to amend the agreement going forward.
The 2021 Base Targets for Ms. Evanko, Mr. Hotchkiss and
Mr. Vinci, as well as 2021 Base Targets for Mr. Brinkman, Mr. Ducote, Mr. Belling and Mr. Merkle, are set forth in Compensation Discussion and Analysis Elements of Compensation Annual Short-Term Cash
Incentive Award.
Annual Bonuses may be payable to our executive officers following a Change in Control to the extent the Compensation Committee determines
the performance criteria have been met. For more information about the Annual Bonus in the event of a Change in Control, see Other Potential Post-Employment Payments Payments made upon Termination in Connection with Change in
Control.
Severance and Change in Control Provisions. The Employment Agreements for Ms. Evanko, Mr. Hotchkiss and
Mr. Vinci and the Severance Agreement for Mr. Brinkman include provisions regarding the payments and benefits to which each such executive is entitled following an event of change in control. The benefits conferred in the current
Employment Agreements and Severance Agreement range from one to three times the individuals base salary plus target Annual Bonus, and other benefits, and are effective for termination of employment
|
|
|
44 - Chart Industries, Inc. |
|
2022 Proxy Statement |
(including constructive termination) outside of the change in control context, and in the event of both a change in control and termination of employment (including a constructive termination)
within two years following the change of control. Our severance provisions do not include excise tax gross-up provisions.
Ms. Evankos Employment Agreement provides higher multiples of compensation upon separation following a change in control (three times base salary and target
Annual Bonus for the CEO versus two times in non-change of control situations). Severance multiples for Mr. Hotchkiss and Mr. Vinci under their Employment Agreements and Mr. Brinkman under his
Severance Agreement are one times base salary and target Annual Bonus. The Compensation Committee believes maintenance of change in control provisions helps ensure continuity of management during a potential change in control, and that providing
enhanced benefits to the CEO provides sufficient protection for the Company in retaining its executive officers.
Payments in the change in control context are only
triggered if both a change in control occurs and the executive officer is terminated, effectively terminated, or if actions are taken that materially and adversely affect the executive officers position or compensation (not including
compensation reductions that affect substantially all of the Company senior executives). This is referred to as a double trigger change in control provision. For more information about the amounts payable upon a change in control and the
other severance benefits to which our executive officers are entitled, see Other Potential Post-Employment Payments.
Under the Employment Agreements
and the Severance Agreement, a Change in Control occurs if there is:
|
|
|
a change in ownership of the Company by which any person, or more than one person acting as a group, acquires ownership of
stock of the Company (or such an affiliate) constituting more than 50% of the total fair market value or total voting power of the Companys outstanding Common Stock; |
|
|
|
a change in effective control of the Company by which: (i) any one person, or more than one person acting as a group,
acquires or has acquired during the most recent 12-month period ownership of stock of the Company possessing 30% or more total voting power of the Companys outstanding Common Stock; or (ii) a
majority of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board before the appointment or election; or
|
|
|
|
a change in the ownership of a substantial portion of the assets of the Company by which any one person, or more than one
person acting as a group, acquires assets from the Company that have a gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company prior to such acquisition. |
Restrictive Covenants that Apply During and After Termination of Employment. Under their Employment Agreements, each of Ms. Evanko,
Mr. Hotchkiss and Mr. Vinci is required to comply with certain restrictive covenants during his or her employment term and for the following period following the date of termination: Ms. Evanko, 24 months (extended to
36 months if Change in Control severance is received) and Mr. Hotchkiss and Mr. Vinci, 12 months (in each case, the Restricted Period). During such Restricted Period, the executive shall not, whether on the
executives own behalf or on behalf of or in conjunction with any person, directly or indirectly compete with the Company or solicit customers or employees of the Company. In addition, the executive may not disclose any confidential information
about the Company during or at any time following the employment period.
Under his Retention Agreement, Mr. Ducote is required to comply with certain
restrictive covenants for three years following the retention period set forth in his Retention Agreement. During such time, Mr. Ducote shall not, whether on his own behalf or on behalf of or in conjunction with any person, directly or
indirectly compete with the Company or solicit customers or employees of the Company. In addition, Mr. Ducote may not disclose any confidential information about the Company during or at any time following the retention period.
Under his Retirement Agreement, Mr. Merkle is required to comply with certain restrictive covenants for six months following his retirement, including certain non-disparagement and communications restrictions. In addition, Mr. Merkle may not disclose any confidential information about the Company during or at any time following his retirement.
|
|
|
2022 Proxy Statement |
|
Chart Industries, Inc. - 45 |
Equity and Incentive Compensation Plan Information
Chart Industries, Inc. Cash Incentive Plan. Cash bonuses payable to our NEOs for awards earned in 2020 and after are payable pursuant to
performance measures set under the Chart Industries, Inc. Cash Incentive Plan, which was adopted by the Board of Directors in March 2019. This plan replaced the previous Cash Incentive Plan approved by our stockholders on May 22, 2014. In
determining actual payouts to NEOs for 2021, the Compensation Committee applied financial (operating income and consolidated free cash flow) and strategic operating performance metrics consistent with performance metrics. These measures are
intended to align NEO STI opportunities to measures believed to be meaningful indications of our performance for our stockholders. Under these targets, NEOs are eligible to earn a cash incentive bonus for the fiscal year if performance exceeds
threshold amounts in an amount up to a pre-determined percentage, ranging from 50% of target at threshold performance levels to 180% of target at maximum performance levels. Actual performance below the
minimum performance threshold for a performance objective would result in no payment based on that objective.
Under the Cash Incentive Plan a performance period
may be a fiscal year or a multi-year cycle, as determined by the Compensation Committee. Performance objectives may be based on one or more of certain performance measures which may relate to us, one or more of our subsidiaries, our business
divisions or units, or any combination of the foregoing, and the objectives may be applied on an absolute basis, relative to one or more peer group companies or indices, or any combination thereof, in each case as the Compensation Committee
determines. The Compensation Committee may appropriately adjust any performance evaluation under a performance objective or objectives to reflect or exclude certain unusual events that may occur during the performance period. If there is an
Incentive Plan Change in Control (as defined below under Payments made upon Termination in Connection with Change in Control Treatment of Nonqualified Stock Options), the Compensation Committee will determine promptly, in its
discretion, whether and to what extent the performance criteria have been met or will be deemed to have been met for the year in which the Incentive Plan Change in Control occurs and for any completed performance period for which a determination
under the plan has not been made. If the Compensation Committee determines the criteria have been met, participants will receive their bonuses as soon as practicable, but in no event more than 30 days after the determination.
The Compensation Committee has absolute discretion to reduce or eliminate the amount otherwise payable under the Cash Incentive Plan and to establish rules or
procedures which limit the amount payable to a participant to an amount that is less than the amount otherwise approved as that participants incentive bonus, except that following an Incentive Plan Change in Control the Compensation Committee
continues to have such right only in the event that a participant engages in misconduct or materially fails to fulfill his or her duties, in each case, as determined by the Compensation Committee.
Chart Industries, Inc. Omnibus Equity Plan and the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan. The Omnibus Equity Plan
was adopted by our Board and approved by stockholders on May 25, 2017. The 2009 Omnibus Plan was initially adopted by our Board and approved by stockholders on May 19, 2009 and amended and restated effective May 24, 2012. The Omnibus
Equity Plan replaced our 2009 Omnibus Plan as the source of ongoing equity compensation awards. The purpose of the Omnibus Equity Plan is to attract and retain skilled and qualified directors, officers and employees who are expected to contribute to
our long-term success by providing long-term incentive compensation opportunities competitive with those made available by other companies, to motivate participants to achieve the long-term success and growth of the Company, to facilitate ownership
of shares of the Company, and to align the interests of participants with those of our stockholders.
The Omnibus Equity Plan and the 2009 Omnibus Plan provide for
grants of (1) stock options, (2) stock appreciation rights, (3) restricted stock, (4) restricted share units, and (5) other stock-based grants, including shares of our Common Stock awarded to our non-employee directors, executive officers, other key employees and consultants. As of March 17, 2022,
|
|
|
there were 512,192 shares reserved for issuance and 744,449 shares available for future awards under the Omnibus Equity
Plan; and |
|
|
|
there were 49,470 shares reserved for issuance under the 2009 Omnibus Plan. |
|
|
|
46 - Chart Industries, Inc. |
|
2022 Proxy Statement |
No new grants will be made under the 2009 Omnibus Plan, but we expect shares will be issued in the future under
outstanding awards. For information about Common Stock issuable under the Omnibus Equity Plan and the 2009 Omnibus Plans of December 31, 2021, see Equity Compensation Plan Information.
The Omnibus Equity Plan and the 2009 Omnibus Plan are administered by our Board, which has delegated its duties and powers to the Compensation Committee. The
Compensation Committee has the full power and authority to establish the terms and conditions of any award consistent with the provisions of the Omnibus Equity Plan or the 2009 Omnibus Plan and to waive any such terms and conditions at any time. The
Compensation Committee is authorized to interpret the Omnibus Equity Plan and the 2009 Omnibus Plan, to establish, amend and rescind any rules and regulations relating to those plans and to make any other determinations that it deems necessary or
desirable for the administration of the plans. The Compensation Committee is authorized to correct any defect or supply any omission or reconcile any inconsistency in either plan in the manner and to the extent the committee deems necessary or
desirable.
An option holder may exercise an option by written notice and payment of the exercise price (1) in cash, (2) to the extent permitted by the
Compensation Committee, by the surrender of a number of shares of Common Stock already owned by the option holder for at least six months (or such other period as established from time to time by the Compensation Committee consistent with the
applicable plan), (3) in a combination of cash and shares of Common Stock (as qualified by clause (2)), (4) through the delivery of irrevocable instructions to a broker to sell shares obtained upon the exercise of the option and
deliver to us an amount equal to the exercise price for the shares of Common Stock being purchased or (5) through such cashless exercise procedures as the Compensation Committee may permit. Holders who are subject to the withholding of federal
and state income tax as a result of vesting or grant of an award under our Omnibus Equity Plan or the 2009 Omnibus Plan may satisfy the income tax withholding obligation through the withholding of a portion of the shares of Common Stock to be
received under such procedures as our Compensation Committee may approve.
|
|
|
2022 Proxy Statement |
|
Chart Industries, Inc. - 47 |
2021 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
TABLE
The following table and related notes and discussion present information about equity awards held by our NEOs on December 31, 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards(1) |
|
|
Stock Awards |
|
|
|
|
|
|
|
|
Name |
|
Number of Securities Underlying Unexercised Options (#) Exercisable |
|
|
Number of Securities Underlying Unexercised Options (#) Unexercisable |
|
|
Option Exercise Price ($) |
|
|
Option Expiration Date |
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That
Have Not Vested(#) |
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares,
Units or Other Rights That Have Not Vested($)(22) |
|
|
|
|
|
|
|
|
Jillian C. Evanko |
|
|
12,320 |
(2) |
|
|
|
(2) |
|
$ |
40.32 |
|
|
|
2/13/2027 |
|
|
|
|
|
|
|
|
|
|
|
|
12,427 |
(3) |
|
|
4,143 |
(3) |
|
$ |
48.39 |
|
|
|
1/2/2028 |
|
|
|
|
|
|
|
|
|
|
|
|
5,235 |
(4) |
|
|
1,745 |
(4) |
|
$ |
64.69 |
|
|
|
7/9/2028 |
|
|
|
|
|
|
|
|
|
|
|
|
12,195 |
(5) |
|
|
12,195 |
(5) |
|
$ |
65.95 |
|
|
|
1/2/2029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,864 |
(6) |
|
$ |
616,269 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,460 |
(7) |
|
|
2,465,715 |
|
|
|
|
8,065 |
(8) |
|
|
24,195 |
(8) |
|
$ |
68.80 |
|
|
|
1/2/2030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,227 |
(9) |
|
|
1,631,104 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20,450 |
(10) |
|
|
3,261,571 |
|
|
|
|
|
(11) |
|
|
23,520 |
(11) |
|
$ |
118.41 |
|
|
|
1/4/2031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12,420 |
(12) |
|
|
1,980,866 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,560 |
(13) |
|
|
2,641,154 |
|
|
|
|
|
|
|
|
Joseph R. Brinkman |
|
|
|
(3) |
|
|
548 |
(3) |
|
$ |
48.39 |
|
|
|
1/2/2028 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
171 |
(6) |
|
$ |
27,273 |
|
|
|
|
|
(5) |
|
|
815 |
(5) |
|
$ |
65.95 |
|
|
|
1/2/2029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
387 |
(9) |
|
|
61,723 |
|
|
|
|
|
(8) |
|
|
1,380 |
(8) |
|
$ |
68.80 |
|
|
|
1/2/2030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(11) |
|
|
630 |
(11) |
|
$ |
118.41 |
|
|
|
1/4/2031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,540 |
(12) |
|
|
245,615 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
450 |
(13) |
|
|
71,771 |
|
|
|
|
|
|
|
|
Herbert G.
Hotchkiss |
|
|
2,645 |
(14) |
|
|
2,645 |
(14) |
|
$ |
87.29 |
|
|
|
3/5/2029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
837 |
(15) |
|
$ |
133,493 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,350 |
(16) |
|
|
534,292 |
|
|
|
|
1,037 |
(8) |
|
|
3,113 |
(8) |
|
$ |
68.80 |
|
|
|
1/2/2030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,314 |
(9) |
|
|
209,570 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,630 |
(10) |
|
|
419,459 |
|
|
|
|
|
(11) |
|
|
2,730 |
(11) |
|
$ |
118.41 |
|
|
|
1/4/2031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,440 |
(12) |
|
|
229,666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,920 |
(13) |
|
|
306,221 |
|
|
|
|
|
|
|
|
Gerald F. Vinci |
|
|
11,180 |
(17) |
|
|
|
(17) |
|
$ |
36.93 |
|
|
|
1/3/2027 |
|
|
|
|
|
|
|
|
|
|
|
|
5,347 |
(3) |
|
|
1,783 |
(3) |
|
$ |
48.39 |
|
|
|
1/2/2028 |
|
|
|
|
|
|
|
|
|
|
|
|
1,675 |
(5) |
|
|
1,675 |
(5) |
|
$ |
65.95 |
|
|
|
1/2/2029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
531 |
(6) |
|
|
84,689 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,120 |
(7) |
|
|
338,119 |
|
|
|
|
1,037 |
(8) |
|
|
3,113 |
(8) |
|
$ |
68.80 |
|
|
|
1/2/2030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,314 |
(9) |
|
|
209,570 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,630 |
(10) |
|
|
419,459 |
|
|
|
|
48 - Chart Industries, Inc. |
|
2022 Proxy Statement |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards(1) |
|
|
Stock Awards |
|
Name |
|
Number of Securities Underlying Unexercised Options (#) Exercisable |
|
|
Number of Securities Underlying Unexercised Options (#) Unexercisable |
|
|
Option Exercise
Price ($) |
|
|
Option Expiration Date |
|
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That
Have Not Vested(#) |
|
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units
or Other Rights That Have Not Vested($)(22) |
|
|
|
|
|
(11) |
|
|
2,740 |
(11) |
|
$ |
118.41 |
|
|
|
1/4/2031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,440 |
(12) |
|
|
229,666 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,920 |
(13) |
|
|
306,221 |
|
|
|
|
|
|
|
|
Douglas A. Ducote,
Jr. |
|
|
|
(3) |
|
|
688 |
(3) |
|
$ |
48.39 |
|
|
|
1/2/2028 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(5) |
|
|
1,025 |
(5) |
|
$ |
65.95 |
|
|
|
1/2/2029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
217 |
(6) |
|
$ |
34,609 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
830 |
(18) |
|
|
132,377 |
|
|
|
|
|
(8) |
|
|
1,725 |
(8) |
|
$ |
68.80 |
|
|
|
1/2/2030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
481 |
(9) |
|
|
76,715 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,179 |
(19) |
|
|
188,039 |
|
|
|
|
|
(11) |
|
|
900 |
(11) |
|
$ |
118.41 |
|
|
|
1/4/2031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
476 |
(12) |
|
|
75,917 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
640 |
(13) |
|
|
102,074 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,885 |
(20) |
|
|
300,639 |
|
|
|
|
|
|
|
|
Joseph A. Belling |
|
|
645 |
(5) |
|
|
645 |
(5) |
|
$ |
65.95 |
|
|
|
1/2/2029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
204 |
(6) |
|
$ |
32,536 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
810 |
(7) |
|
|
129,187 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,710 |
(21) |
|
|
272,728 |
|
|
|
|
597 |
(8) |
|
|
1,793 |
(8) |
|
$ |
68.80 |
|
|
|
1/2/2030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
761 |
(9) |
|
|
121,372 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,520 |
(10) |
|
|
242,425 |
|
|
|
|
|
(11) |
|
|
1,630 |
(11) |
|
$ |
118.41 |
|
|
|
1/4/2031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
860 |
(12) |
|
|
137,161 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,150 |
(13) |
|
|
183,414 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
760 |
(20) |
|
|
121,212 |
|
|
|
|
|
|
|
|
Scott W. Merkle |
|
|
330 |
(5) |
|
|
330 |
(5) |
|
$ |
65.95 |
|
|
|
1/2/2029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
104 |
(6) |
|
$ |
16,587 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
410 |
(7) |
|
|
65,391 |
|
|
|
|
320 |
(8) |
|
|
960 |
(8) |
|
$ |
68.80 |
|
|
|
1/2/2030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
407 |
(9) |
|
|
64,912 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
810 |
(10) |
|
|
129,187 |
|
|
|
|
|
(11) |
|
|
1,080 |
(11) |
|
$ |
118.41 |
|
|
|
1/4/2031 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
570 |
(12) |
|
|
90,909 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
760 |
(13) |
|
|
121,212 |
|
(1) |
The securities underlying options granted in 2019, 2020 and 2021 are also included in the aggregate grant date fair value
in the Option Awards column of the 2021 Summary Compensation Table, where information for such fiscal years is presented for the NEO. |
(2) |
The securities underlying these options represent options granted on February 13, 2017 under the 2009 Omnibus Equity
Plan and vested annually in equal installments over four years. |
(3) |
The securities underlying these options represent options granted on January 2, 2018 under the Omnibus Equity Plan
and vest annually in equal installments over four years based on continued service. |
(4) |
The securities underlying these options represent options granted on July 9, 2018 under the Omnibus Equity Plan and
vest annually in equal installments over four years based on continued service. |
(5) |
The securities underlying these options represent options granted on January 2, 2019 under the Omnibus Equity Plan
and vest annually in equal installments over four years based on continued service. |
(6) |
These RSUs were granted on January 2, 2019 pursuant to the Omnibus Equity Plan. Detail regarding the RSUs is
reported in the 2021 Summary Compensation Table and in the Compensation Discussion and Analysis. |
|
|
|
2022 Proxy Statement |
|
Chart Industries, Inc. - 49 |
(7) |
These performance units were granted on January 2, 2019 pursuant to the Omnibus Equity Plan. The number and value of
the PSU award granted on January 2, 2019 is shown in the table at target level. Detail regarding PSU awards is reported in the 2021 Summary Compensation Table and the Compensation Discussion and Analysis. |
(8) |
The securities underlying these options represent options granted on January 2, 2020 under the Omnibus Equity Plan
and vest annually in equal installments over four years based on continued service. |
(9) |
These RSUs were granted on January 2, 2020 pursuant to the Omnibus Equity Plan. Detail regarding the RSUs is
reported in the 2021 Summary Compensation Table and the Compensation Discussion and Analysis. |
(10) |
These performance units were granted on January 2, 2020 pursuant to the Omnibus Equity Plan. The number and value of
the PSU award granted on January 2, 2020 is shown in the table at target level. Detail regarding PSU awards is reported in the 2021 Summary Compensation Table and the Compensation Discussion and Analysis. |
(11) |
The securities underlying these options represent options granted on January 4, 2021 under the Omnibus Equity Plan
and vest annually in equal installments over four years based on continued service. |
(12) |
These RSUs were granted on January 4, 2021 pursuant to the Omnibus Equity Plan. Detail regarding the RSUs is
reported in the 2021 Summary Compensation Table and the Compensation Discussion and Analysis. |
(13) |
These performance units were granted on January 4, 2021 pursuant to the Omnibus Equity Plan. The number and value of
the PSU award granted on January 4, 2021 is shown in the table at target level. Detail regarding the PSU awards is reported in the 2021 Summary Compensation Table and the Compensation Discussion and Analysis. |
(14) |
The securities underlying these options represent options granted on March 5, 2019 under the Omnibus Equity Plan and
vest annually in equal installments over four years based on continued service. |
(15) |
These RSUs were granted on March 5, 2019 pursuant to the Omnibus Equity Plan. Detail regarding the RSUs is reported
in the 2021 Summary Compensation Table and in the Compensation Discussion and Analysis. |
(16) |
These performance units were granted on March 5, 2019 pursuant to the Omnibus Equity Plan. The number and value of
the PSU award granted on March 5, 2019 is shown in the table at target level. Detail regarding PSU awards is reported in the 2021 Summary Compensation Table and the Compensation Discussion and Analysis. |
(17) |
The securities underlying these options represent options granted on January 3, 2017 under the Omnibus Equity Plan
and vested annually in equal installments over four years. |
(18) |
These RSUs were granted on November 20, 2019 pursuant to the Omnibus Equity Plan. |
(19) |
These RSUs were granted on March 13, 2020 pursuant to the Omnibus Equity Plan. |
(20) |
These RSUs were granted on February 16, 2021 pursuant to the Omnibus Equity Plan. Detail regarding the RSUs is
reported in the 2021 Summary Compensation Table and the Compensation Discussion and Analysis. |
(21) |
These RSUs were granted on May 21, 2019 pursuant to the Omnibus Equity Plan. |
(22) |
Calculated based on a December 31, 2021 closing price of $159.49 per share. |
|
|
|
50 - Chart Industries, Inc. |
|
2022 Proxy Statement |
2021 OPTION EXERCISES AND STOCK VESTED TABLE
The following table presents information about the number of shares issued upon option exercises, restricted stock and performance unit vesting, and the value realized
upon exercise or vesting, by our named executive officers in 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards |
|
|
Stock Awards(1) |
|
|
|
|
|
|
Name |
|
Number of Shares Acquired on Exercise(#) |
|
|
Value Realized on Exercise($) |
|
|
Number of Shares Acquired on Vesting(#) |
|
|
Value Realized on Vesting($) |
|
|
|
|
|
|
Jillian C. Evanko |
|
|
|
|
|
|
|
|
|
|
69,787 |
|
|
$ |
10,261,146 |
|
|
|
|
|
|
Joseph R. Brinkman |
|
|
2,532 |
|
|
$ |
245,698 |
|
|
|
604 |
|
|
$ |
71,145 |
|
|
|
|
|
|
Herbert G. Hotchkiss |
|
|
|
|
|
|
|
|
|
|
1,493 |
|
|
$ |
200,569 |
|
|
|
|
|
|
Gerald F. Vinci |
|
|
|
|
|
|
|
|
|
|
3,317 |
|
|
$ |
443,789 |
|
|
|
|
|
|
Douglas A. Ducote, Jr. |
|
|
21,092 |
|
|
$ |
2,042,455 |
|
|
|
1,372 |
|
|
$ |
185,676 |
|
|
|
|
|
|
Joseph A. Belling |
|
|
|
|
|
|
|
|
|
|
582 |
|
|
$ |
68,554 |
|
|
|
|
|
|
Scott W. Merkle |
|
|
|
|
|
|
|
|
|
|
707 |
|
|
$ |
83,278 |
|
(1) |
Stock awards includes shares acquired due to the vesting of one-third of RSU
awards granted January 2, 2018, July 9, 2018, January 2, 2019 and January 2, 2020, the vesting of performance units granted January 2, 2018 and July 9, 2018, and the full vesting of RSU awards granted January 2,
2018 and December 17, 2018 for Ms. Evanko; the vesting of one-third of RSU awards granted January 2, 2018, January 2, 2019, and January 2, 2020 for Mr. Brinkman; the vesting of one-third of RSU awards granted March 5, 2019 and January 2, 2020 for Mr. Hotchkiss; the vesting of one-third of RSU awards granted January 2, 2018,
January 2, 2019 and January 2, 2020 and the vesting of performance units granted January 2, 2018 for Mr. Vinci; the vesting of one-third of RSU awards granted January 2, 2018,
January 2, 2019, January 2, 2020 and March 13, 2020 and the vesting of RSU awards granted January 4, 2021 and February 16, 2021 for Mr. Ducote; the vesting of one-third of RSU
awards, granted January 2, 2019 and January 2, 2020 for Mr. Belling; and the vesting of one-third of RSU awards granted January 2, 2018, January 2, 2019 and January 2, 2020 for
Mr. Merkle, respectively. The grant date fair value for each award was calculated using the closing stock price on the date of vesting. |
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2022 Proxy Statement |
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Chart Industries, Inc. - 51 |
2021 NONQUALIFIED DEFERRED COMPENSATION TABLE
The following table and related notes and discussion present information about the amount of compensation deferred, and the earnings accrued thereon, by our NEOs in
2021. Pursuant to the terms of the Deferred Income Plan, the Company made contributions in the amounts stated in the table below for each NEO for 2021. These amounts are also included in the 2021 Summary Compensation Table under All Other
Compensation.
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|
|
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|
|
Name |
|
Executive Contributions in Last FY($) |
|
|
Registrant Contributions in Last FY($) |
|
|
Aggregate Earnings in Last FY($) |
|
|
Aggregate Withdrawals/ Distributions($) |
|
|
Aggregate Balance at Last FYE($)(1) |
|
|
|
|
|
|
|
Jillian C. Evanko |
|
$ |
57,000 |
|
|
$ |
38,000 |
|
|
$ |
31,570 |
|
|
$ |
|
|
|
$ |
571,181 |
|
|
|
|
|
|
|
Joseph R. Brinkman |
|
|
15,135 |
|
|
|
3,413 |
|
|
|
7,639 |
|
|
|
|
|
|
|
75,212 |
|
|
|
|
|
|
|
Herbert G. Hotchkiss |
|
|
39,009 |
|
|
|
14,406 |
|
|
|
4,994 |
|
|
|
|
|
|
|
128,445 |
|
|
|
|
|
|
|
Gerald F. Vinci |
|
|
32,512 |
|
|
|
14,409 |
|
|
|
10,237 |
|
|
|
|
|
|
|
193,535 |
|
|
|
|
|
|
|
Douglas A. Ducote, Jr. |
|
|
|
|
|
|
|
|
|
|
7,326 |
|
|
|
|
|
|
|
224,848 |
|
|
|
|
|
|
|
Joseph A. Belling |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott W. Merkle |
|
|
29,815 |
|
|
|
8,276 |
|
|
|
1,415 |
|
|
|
|
|
|
|
110,147 |
|
(1) |
Balance includes amounts previously reported in the 2020 Nonqualified Deferred Compensation Table in the Companys
2020 proxy statement for the following individuals in the following amounts: Ms. Evanko, $444,611, Mr. Hotchkiss, $70,036, and Mr. Vinci, $136,377. |
The Deferred Income Plan was amended on July 13, 2016, to give the Company discretion to determine which members of management and other highly compensated
employees are eligible to participate in the Deferred Income Plan. The amendment allows the Company to modify the eligibility waiting period, and other conditions of eligibility, to allow for participation earlier than otherwise permitted under the
Plans terms. As amended, the Company may determine an employee is eligible to participate in the Plan, even if that employee has not received base compensation and a bonus paid or projected to be paid in the year prior to the year in which the
participant will defer (the Deferral Year) that is at or above the maximum annual amount that may be taken into account for purposes of the Savings Plan ($290,000 for 2021).
If the Company chooses not to modify an employees eligibility waiting period, the Plans provisions continue to apply and participation will be permitted in
the Deferral Year by (i) employees with base compensation and bonus actually paid or projected to be paid for the year prior to the Deferral Year at or above the maximum annual amount ($290,000 for 2021) that may be taken into account for
purposes of the Savings Plan, and (ii) any employee who was deferring compensation as of June 30, 2010 under the prior Voluntary Deferred Income Plan.
Among other things, the Deferred Income Plan provides for:
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deferrals of up to 100% of each participants base salary and bonus actually paid or due in the Deferral Year;
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beginning in 2011, matching contributions on deferrals under the Deferred Income Plan made in accordance with the formula
applicable to the participant under the Savings Plan but only with respect to the part of the participants compensation that exceeds the maximum annual amount, which is $305,000 for 2022; |
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beginning on July 1, 2010, profit sharing contributions (whether or not any compensation is actually deferred under
the Deferred Income Plan) with respect to the part of the participants compensation that cannot be taken into account under the Savings Plan in accordance with the formula applicable to the participant under the Savings Plan. For 2021, profit
sharing contributions were made only with respect to base pay earned if such base pay paid during the calendar year is greater than $290,000; and |
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automatic full vesting on participant deferrals, with matching contributions and profit sharing contributions made prior to
January 1, 2020 vesting 20% per year of the participants service with the Company, or, if earlier, attainment of age 65 (with participants already vested under the Savings Plan being fully vested under the Deferred Income Plan) or
upon a change in control (as defined in the Deferred Income Plan) and matching contributions and profit sharing contributions made after January 1, 2020 shall vest in accordance with the vesting schedule for matching and profit sharing
contributions under the Savings Plan. |
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52 - Chart Industries, Inc. |
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2022 Proxy Statement |
Pursuant to the Deferred Income Plan, eligible employees are entitled to elect to defer up to 100% of their
compensation, consisting of total salary, bonuses and commissions payable in a calendar year. Regardless of the circumstances under which a participants relationship with the Company terminates, all deferrals made pursuant to the plan will be
fully vested. Contributions made by the Company, and any gains or losses on such contributions made prior to January 1, 2020, vest ratably after five years of service under the Deferred Income Plan. Such contributions and any gains or losses on
such contributions made on or after January 1, 2020 shall vest in accordance with the Savings Plan vesting schedule for matching and profit sharing contributions. Generally, deferral elections are made by participants in the taxable year
immediately prior to the taxable year to which the deferral pertains, and are effective as of the first day of such taxable year. The Deferred Income Plan is unfunded and all benefits under the plan are payable solely from the general assets of the
Company.
Benefits under the Deferred Income Plan are payable upon the participants reaching his or her normal or early retirement date or termination of
employment. Payments are made either in a lump sum, or in equal annual installments for a period of up to ten years, as designated by the participant at the time of deferral. Payments may be accelerated under the Deferred Income Plan in the event
that (1) a change in control (as defined under the Deferred Income Plan) occurs; (2) a participant has an unforeseeable emergency; (3) a participant becomes disabled; (4) death occurs prior to completion of payment of
benefits, or (5) the participant has a de minimis balance permitted to be accelerated under IRS rules. The Company would not expect to permit a participant to receive more than one distribution as a result of an unforeseeable emergency in any
calendar year. A participant may also elect to receive an in-service distribution at the time of completing an election of deferral, and such payment is payable in a lump sum on the designated in-service withdrawal date. For information regarding post-termination payments under the plan, see Other Potential Post-Employment Payments.
Participants in the Deferred Income Plan may direct the investment of their balance held within the plan among a number of alternative investment fund options, and
earnings and losses on participants investments are determined based on the individual performance of the underlying investment options. A participant may regularly change his or her investment allocation within the plan. A rabbi trust has
been established under the plan to hold assets separate from our other assets for the purpose of paying future participant benefit obligations. Assets held in the rabbi trust are available to our general creditors in the event of our insolvency.
Notwithstanding anything in the Deferred Income Plan to the contrary, the Deferred Income Plan is administered in accordance with the requirements of, or to meet
the requirements for exemption from, Section 409A of the Internal Revenue Code.
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2022 Proxy Statement |
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Chart Industries, Inc. - 53 |
OTHER POTENTIAL POST-EMPLOYMENT PAYMENTS
Under their Employment Agreements (in the case of Ms. Evanko, Mr. Hotchkiss and Mr. Vinci), Mr. Brinkmans Severance Agreement, and each
NEOs equity award agreements, our executives are entitled to receive certain compensation and other benefits upon a termination of employment. The table below and related notes and discussion summarize the payments our executive officers would
be entitled to receive under the terms of his or her Employment Agreement, Severance Agreement and/or equity award agreements, as the case may be, upon the occurrence of a triggering event, such as death, disability, retirement, termination for
cause, a qualifying resignation, termination without cause, or a qualifying resignation or termination without cause in connection with a Change in Control.
The
Employment Agreements and the Severance Agreement define Cause as: (i) the executives willful failure to perform duties; (ii) the commission of, or a plea of guilty or no contest to a felony or crime involving moral
turpitude; (iii) willful malfeasance or misconduct demonstrably injurious to us or our subsidiaries; (iv) material breach of the material terms of the subject agreement; (v) commission of an act of gross negligence, corporate waste,
disloyalty or unfaithfulness to us, which adversely affects our business or that of our subsidiaries or affiliates; or (vi) any other act or course of conduct that will demonstrably have a material adverse effect on us or a subsidiary or an
affiliates business. Good Reason is defined in the Employment Agreements and the Severance Agreement as: (i) a material diminution in executives base salary (excluding any general salary reduction similarly affecting
substantially all other senior executives of the Company as a result of a material adverse change in the Companys prospects or business); (ii) a material diminution in executives authority, duties, or responsibilities; (iii) a
material change in the geographic location at which executive must perform services; or (iv) any other action or inaction that constitutes a material breach by the Company of the Employment Agreement. Change in Control under the
Employment Agreements and the Severance Agreement is discussed in Employment Agreements, Severance Agreement, Retention Agreement and Retirement Agreement Severance and Change in Control Provisions.
Payments made upon Involuntary Termination for Cause or Resignation without Good Reason
Salary, Bonus, and Benefits. Under their Employment Agreements, if Ms. Evanko, Mr. Hotchkiss or Mr. Vinci is terminated by us for
Cause or resigns without Good Reason, he or she is entitled to receive his or her accrued but unpaid base salary, his or her prior years Annual Bonus to the extent earned but not yet paid, and any accrued but unpaid health and welfare benefits
(including accrued vacation).
Treatment of Nonqualified Stock Options. Under the terms of the stock option agreements under which the non-qualified stock options were awarded to the NEOs, in the event that an NEO is terminated by us for Cause or resigns without Good Reason, the unvested portion of all stock options will be cancelled.
Treatment of PSU Awards. Under the terms of the performance unit agreements under which the PSUs were awarded to the NEOs, in the event that an NEO
is terminated by us for Cause or resigns without Good Reason during the performance period, all performance units will be cancelled.
Treatment of RSU
Awards. Under the terms of the restricted share unit agreements under which the RSUs were awarded to the NEOs, in the event that an NEO is terminated by us for Cause or resigns without Good Reason, any unvested RSUs will be cancelled.
Treatment of Deferred Compensation. Under the terms of the Deferred Income Plan, in the event that a participants employment is
terminated due to (1) conviction of certain crimes enumerated in the Deferred Income Plan or (2) any breach of the duty of loyalty to us, any acts of omission in the performance of a participants Company duties not in good faith or
which involve intentional misconduct or a knowing violation of law, or any transaction in the performance of a participants Company duties from which the participant derived an improper personal benefit (Cause under the Deferred
Income Plan), the participant will not be entitled to receive any benefits or payments under the terms of the plan, other than the participants deferrals. If a participants employment is terminated for resignation without Good Reason,
the participant will be entitled to receive benefits and payments based on the participants vested account.
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54 - Chart Industries, Inc. |
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2022 Proxy Statement |
Payments made upon Involuntary Termination Without Cause or Resignation for Good
Reason
Salary, Bonus, and Benefits. Pursuant to the terms of their Employment Agreements, if Ms. Evanko, Mr, Hotchkiss or
Mr. Vinci is terminated by us without Cause or resigns for Good Reason not within two years after a Change in Control, the executive is entitled to receive his or her accrued but unpaid base salary, prior years Annual Bonus to the extent
earned but not yet paid, and any accrued but unpaid health and welfare benefits (including accrued vacation). Subject to the execution and delivery of a release of claims against us and compliance with the restrictive covenants described in
Employment Agreements, Severance Agreement, Retention Agreement and Retirement Agreement, the executive is also entitled to a severance payment and continued coverage under our group health plan. The executives severance payment
upon an involuntary termination without Cause or resignation for Good Reason would be a lump sum equal to a percentage of that executives current base salary plus the greater of that executives current Base Target, or the Base Target for
the preceding fiscal year, as follows: Ms. Evanko, 200%; and Mr. Hotchkiss and Mr. Vinci, 100%. The executive would be entitled to a payment in an amount equal to the premium subsidy we would have otherwise paid on the
executives behalf for such coverage under the Companys group health plan for the following period: Ms. Evanko, 24 months; and Mr. Hotchkiss and Mr. Vinci, 12 months.
Pursuant to the terms of his Severance Agreement, if Mr. Brinkman is terminated by us without Cause or resigns for Good Reason not within two years after a Change
in Control, and subject to the execution and delivery of a release of claims against us and compliance with the restrictive covenants described in Employment Agreements, Severance Agreement, Retention Agreement and Retirement Agreement,
Mr. Brinkman is entitled to a lump sum severance payment equal to 12 months of Mr. Brinkmans then current base salary plus an amount equal to the normal employee costs associated with 12 months of continuation coverage pursuant to
the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.
Treatment of Nonqualified Stock Options. Under the terms of the stock
option agreements under which the non-qualified stock options were awarded to the NEOs, in the event that an NEO is terminated by us without Cause or resigns for Good Reason, any unvested stock options will be
cancelled.
Treatment of PSU Awards. Under the terms of the performance unit agreements under which the PSUs were awarded to the NEOs, in the
event that an NEO is terminated by us without Cause or resigns for Good Reason during the performance period, all performance units will be cancelled.
Treatment of RSU Awards. Under the terms of the restricted share unit agreements under which the RSUs were awarded to the NEOs, in the event that
an NEO is terminated by us without Cause or resigns for Good Reason, any unvested RSUs will be cancelled.
Treatment of Deferred
Compensation. Under the terms of the Deferred Income Plan, in the event that a participants employment is terminated by us without Cause or by resignation for Good Reason, the participant will be entitled to receive benefits and
payments based upon the participants vested account.
Payments made upon Termination by Reason of Death or Disability; Retirement
Salary, Bonus, and Benefits. In the event Ms. Evanko, Mr. Hotchkiss or Mr. Vinci is terminated by reason of death or
ceases to be employed as a result of disability, he or she would be entitled to receive his or her accrued but unpaid base salary, his or her prior years Annual Bonus to the extent earned but not yet paid, and any accrued but unpaid health and
welfare benefits (including accrued vacation). In addition, the executive would be entitled to a pro-rata portion of the Annual Bonus, if any, that he or she would have been entitled to for the year in which
the termination occurs, based on our actual results for the year and the percentage of the fiscal year that has elapsed through the date of the executives termination of employment. In the event of separation due to retirement, NEOs are
entitled to receive their accrued but unpaid Base Salary and any accrued but unpaid health and welfare benefits (including accrued vacation).
Treatment of
Nonqualified Stock Options. Under the terms of the stock option agreements under which the non-qualified stock options were awarded to the NEOs, in the event that an NEO is terminated due to death or
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2022 Proxy Statement |
|
Chart Industries, Inc. - 55 |
disability, stock options will become immediately vested. In the event an NEO is terminated due to retirement upon reaching the age of 60, provided the executive has completed 10 years of service
with us (Retirement), the options will continue to vest and become exercisable as if the officer had remained employed.
Effective January 1, 2015,
the definition of Retirement under our stock option and other equity award agreements was changed. Under stock option agreements prior to 2020, in addition to Retirement eligibility under the existing age 60 and 10-years of service standard, an executive is also eligible for Retirement upon reaching the age of 65, regardless of his or her service time with the Company. Beginning with the 2020 stock option agreements, an
executive is instead also eligible for Retirement upon reaching the age of 65 and five years of service. In the event an NEO is terminated due to retirement, options awarded under our stock option agreements prior to 2020 continue to vest and remain
exercisable for up to five years after Retirement as if the officer had remained employed. Beginning with the 2020 stock option agreements, options awarded will continue to vest in the year following the year of Retirement as if the officer had
remained employed, but all options that have not vested during that period will be forfeited.
Treatment of PSU Awards. Under the terms of the
performance unit agreements under which the PSUs were awarded to the NEOs, in the event that an NEO is terminated due to Retirement, death or disability during the performance period, the executive (or his or her beneficiary or beneficiaries) shall
be entitled to a pro-rated number of units calculated by multiplying (x) by (y) where: (x) is the number of Shares, if any, that would have been earned by the executive as the result of the
satisfaction of the performance requirements; and (y) is the number of months that the executive was employed (rounded up to the nearest whole number) during the performance period divided by the number of months in the performance period.
Effective January 1, 2015, the definition of Retirement under our performance unit agreements was changed. Under the performance unit agreements prior
to 2020, in addition to Retirement eligibility under the existing age 60 and 10-years of service standard, an executive is also eligible for Retirement upon reaching the age of 65, regardless of his or her
service time with the Company. Beginning with the 2020 performance unit agreements, an executive is instead also eligible for Retirement upon reaching the age of 65 and five years of service. In the event an NEO is terminated due to Retirement, PSUs
are awarded under our performance unit agreements for awards after January 1, 2015 in the manner described above.
Treatment of RSU Awards.
Under the terms of the restricted share unit agreements under which the RSUs were awarded to the NEOs, in the event that an NEO is terminated as a result of death or disability, the RSUs, together with any dividend equivalents attributable to
the RSUs will, to the extent not then vested and not previously canceled, immediately become fully vested as of the date of the death or disability. In the event an NEO is terminated due to Retirement, the RSUs, together with any dividend
equivalents attributable to the RSUs will, to the extent not then vested and not previously canceled, continue to vest ratably on each of the first three anniversaries of the date of grant.
Effective January 1, 2015, the definition of Retirement under our restricted share unit agreements was changed. Under the restricted share unit
agreements prior to 2020, in addition to Retirement eligibility under the existing age 60 and 10-years of service standard, an executive is also eligible for Retirement upon reaching the age of 65, regardless
of his or her service time with the Company. Beginning with the 2020 restricted share unit agreements, an executive is instead also eligible for Retirement upon reaching the age of 65 and five years of service. In the event an NEO is terminated due
to Retirement, RSUs are awarded under our restricted share unit agreements for awards after January 1, 2015 in the manner described above.
Treatment of
Deferred Compensation. Under the terms of the Deferred Income Plan, in the event that a participants employment is terminated due to death, disability or Retirement, the benefit payable to the participant under the Deferred
Income Plan will fully vest, to the extent not previously vested.
Payments made upon Expiration of Employment Term
Salary, Bonus and Benefits. In the event the employment of Ms. Evanko, Mr. Hotchkiss or Mr. Vinci is terminated upon expiration of the
employment term without renewal, he or she will be entitled to receive his or her accrued but unpaid base salary, his or her prior years Annual Bonus to the extent earned but not yet paid, and
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56 - Chart Industries, Inc. |
|
2022 Proxy Statement |
any accrued but unpaid health and welfare benefits (including accrued vacation). The Employment Agreements could not have terminated on December 31, 2021, as a result of the rolling term of
the agreement, since we could not have provided the required notice before expiration under the terms of the applicable agreement. Accordingly, no benefits are shown in the table below related to expiration of the Employment Agreement term on
December 31, 2021.
Treatment of Nonqualified Stock Options. Under the terms of the stock option agreements under which the non-qualified stock options were awarded to the NEOs, in the event that the employment of an NEO is terminated upon expiration of the employment term without renewal, the unvested portion of all options will be
cancelled by us without consideration.
Treatment of PSU Awards. Under the terms of the performance unit agreements under which the PSUs were
awarded to the NEOs, in the event that an NEO is terminated upon expiration of the employment term without renewal during the performance period, all PSUs will be cancelled.
Treatment of RSU Awards. Under the terms of the restricted share unit agreements under which the RSUs were awarded to the NEOs, in the event that an NEO
is terminated upon expiration of the employment term without renewal, any unvested RSUs will be cancelled.
Treatment of Deferred Compensation.
Under the terms of the Deferred Income Plan, in the event that a participants employment is terminated upon expiration of the employment term without renewal, the participant will be entitled to receive an amount equal to the
participants vested account.
Payments made upon Termination in Connection with Change in Control
Salary, Bonus and Benefits. Pursuant to the terms of the Employment Agreements and Mr. Brinkmans Severance Agreement, in the event
Ms. Evanko, Mr. Hotchkiss, Mr. Vinci or Mr. Brinkman is terminated by us without Cause or resigns for Good Reason within two years of a Change in Control, the executive is entitled to receive his or her accrued but unpaid base
salary, his or her prior years Annual Bonus to the extent earned but not yet paid, and any accrued but unpaid health and welfare benefits (including accrued vacation). Subject to the execution and delivery of a release of claims against us and
compliance with the restrictive covenants described in Employment Agreements, Severance Agreement, Retention Agreement and Retirement Agreement, the executive is also entitled to a severance payment and continued coverage under our group
health plan. The executives severance payment upon a termination without Cause or for Good Reason within two years following a Change in Control would be a lump sum equal to a percentage of that executives current base salary plus the
greater of that executives current Base Target, or the Base Target for the fiscal year immediately preceding the fiscal year in which the Change in Control occurred, as follows: Ms. Evanko, 300%; and Mr. Hotchkiss, Mr. Vinci and
Mr. Brinkman, 100%. The severance payments to be paid to Ms. Evanko, Mr. Hotchkiss and Mr. Vinci upon a termination of employment without Cause or for Good Reason within two years following a Change in Control may be reduced
under the Employment Agreements if (x) the payments would result in the imposition of a golden parachute excise tax under the Internal Revenue Code Section 280G and (y) the reduced payments would result in the executive
officer receiving a greater net after-tax payment. The executive would be entitled to a payment in an amount equal to the premium subsidy we would have otherwise paid on the executives behalf for such
coverage under the Companys group health plan for the following periods: Ms. Evanko, 24 months; and Mr. Hotchkiss, Mr. Vinci and Mr. Brinkman, 12 months.
Treatment of Nonqualified Stock Options. Under the terms of the 2009 Omnibus Plan and the Omnibus Equity Plan, and the stock option agreements under
which the non-qualified stock options were awarded to the named executive officers, stock options become fully vested and are immediately exercisable in the event of the occurrence of any of the following:
(1) the sale or disposition, in one or a series of related transactions, of all or substantially all, of our assets to any person or group; (2) any person or group is or becomes the beneficial owner of more than 50% (30% in the case of the
2009 Omnibus Plan, the Omnibus Equity Plan and the Incentive Compensation Plan) of the total voting power of our voting stock, including by way of merger, consolidation, tender or exchange offer or otherwise; or (3) during any period of two
consecutive years, individuals who at the beginning of such period constituted the Board (together with any new directors whose election by such Board or whose nomination for election by our stockholders was approved by a vote of a majority of our
directors, then still
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2022 Proxy Statement |
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Chart Industries, Inc. - 57 |
in office, who were either directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the
Board then in office (each, an Incentive Plan Change in Control).
Treatment of PSU Awards. Under the terms of the performance unit
agreements under which the PSUs were awarded to the NEOs, in the event of an Incentive Plan Change in Control, (1) the performance requirements shall be deemed to have been satisfied at the greater of either: (i) the target level of the
performance requirements as if the entire performance period had elapsed; or (ii) the level of actual achievement of the performance requirements as of the date of the Incentive Plan Change in Control; and (2) the appropriate number of
shares, or, if the Compensation Committee so elects, cash, shall be issued or paid to the executive not later than 30 days after the date of the Incentive Plan Change in Control.
Treatment of RSU Awards. Under the terms of the restricted share unit agreements under which the RSUs were awarded to the NEOs, in the event of an
Incentive Plan Change in Control that also meets the definition of a
change in control event under applicable regulations under Section 409A of the Internal
Revenue Code, the RSUs, together with any dividend equivalents attributable to the RSUs will, to the extent not then vested and not previously forfeited or canceled, immediately become fully vested as of the date of the Incentive Plan Change in
Control.
Treatment of Deferred Compensation. Under the terms of the Deferred Income Plan, in the event of a change of ownership or effective
control of the Company within the meaning of Section 409A of the Internal Revenue Code, a participants interest in all amounts credited to the participants account under the plan will fully and immediately vest, become
nonforfeitable and be distributed in a single lump sum.
Double Trigger Change in Control Provisions. As discussed previously, under Executive
Summary Fiscal 2021 Executive Compensation Highlights Pay for Performance, all 2019, 2020 and 2021 equity award agreements contain double trigger change in control provisions that will apply to situations where the buyer assumes
the Companys outstanding awards; otherwise, the awards revert to a single trigger change in control provision.
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58 - Chart Industries, Inc. |
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2022 Proxy Statement |
Potential Post-Employment Payments
Assuming the employment of each NEO was terminated under each of the following circumstances on December 31, 2021, the last business day of our 2021 fiscal year,
payments made and benefits provided would have the following estimated values.
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Involuntary Termination for Cause/ Resignation
without Good Reason |
|
|
Involuntary Termination without Cause Resignation for Good Reason |
|
|
Disability/Death |
|
|
Retirement(8) |
|
|
Change in Control(9) |
|
Cash Severance(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jillian C. Evanko |
|
|
|
|
|
$ |
4,180,000 |
|
|
|
|
|
|
|
|
|
|
$ |
6,270,000 |
|
Joseph R. Brinkman |
|
|
|
|
|
|
310,000 |
|
|
|
|
|
|
|
|
|
|
|
465,000 |
|
Herbert G Hotchkiss |
|
|
|
|
|
|
677,200 |
|
|
|
|
|
|
|
|
|
|
|
677,200 |
|
Gerald F. Vinci |
|
|
|
|
|
|
677,290 |
|
|
|
|
|
|
|
|
|
|
|
677,290 |
|
Douglas A. Ducote, Jr. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph A. Belling |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott W. Merkle |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Incentive Plan Bonus(2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jillian C. Evanko |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph R. Brinkman |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Herbert G Hotchkiss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gerald F. Vinci |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Douglas A. Ducote, Jr. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph A. Belling |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott W. Merkle |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Health and Welfare Benefits(3) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jillian C. Evanko |
|
|
|
|
|
$ |
20,076 |
|
|
|
|
|
|
|
|
|
|
$ |
20,076 |
|
Joseph R. Brinkman |
|
|
|
|
|
|
20,076 |
|
|
|
|
|
|
|
|
|
|
|
20,076 |
|
Herbert G Hotchkiss |
|
|
|
|
|
|
19,748 |
|
|
|
|
|
|
|
|
|
|
|
19,748 |
|
Gerald F. Vinci |
|
|
|
|
|
|
20,076 |
|
|
|
|
|
|
|
|
|
|
|
20,076 |
|
Douglas A. Ducote, Jr. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph A. Belling |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott W. Merkle |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accelerated Vesting of Options(4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jillian C. Evanko |
|
|
|
|
|
|
|
|
|
$ |
4,921,645 |
|
|
|
|
|
|
$ |
4,921,645 |
|
Joseph R. Brinkman |
|
|
|
|
|
|
|
|
|
|
288,150 |
|
|
|
|
|
|
|
288,150 |
|
Herbert G Hotchkiss |
|
|
|
|
|
|
|
|
|
|
585,435 |
|
|
|
|
|
|
|
585,435 |
|
Gerald F. Vinci |
|
|
|
|
|
|
|
|
|
|
749,649 |
|
|
|
|
|
|
|
749,649 |
|
Douglas A. Ducote, Jr. |
|
|
|
|
|
|
|
|
|
|
365,728 |
|
|
|
|
|
|
|
365,728 |
|
Joseph A. Belling |
|
|
|
|
|
|
|
|
|
|
289,901 |
|
|
|
|
|
|
|
289,901 |
|
Scott W. Merkle |
|
|
|
|
|
|
|
|
|
|
162,296 |
|
|
|
|
|
|
|
162,296 |
|
Accelerated Vesting of PSUs(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jillian C. Evanko |
|
|
|
|
|
|
|
|
|
$ |
8,368,440 |
|
|
$ |
|
|
|
$ |
8,368,440 |
|
Joseph R. Brinkman |
|
|
|
|
|
|
|
|
|
|
71,771 |
|
|
|
|
|
|
|
71,771 |
|
Herbert G Hotchkiss |
|
|
|
|
|
|
|
|
|
|
1,259,972 |
|
|
|
|
|
|
|
1,259,972 |
|
Gerald F. Vinci |
|
|
|
|
|
|
|
|
|
|
1,063,799 |
|
|
|
|
|
|
|
1,063,799 |
|
Douglas A. Ducote, Jr. |
|
|
|
|
|
|
|
|
|
|
121,212 |
|
|
|
121,212 |
|
|
|
121,212 |
|
Joseph A. Belling |
|
|
|
|
|
|
|
|
|
|
555,025 |
|
|
|
|
|
|
|
555,025 |
|
Scott W.
Merkle |
|
|
|
|
|
|
|
|
|
|
315,790 |
|
|
|
|
|
|
|
315,790 |
|
|
|
|
2022 Proxy Statement |
|
Chart Industries, Inc. - 59 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Involuntary Termination for Cause/ Resignation
without Good Reason |
|
|
Involuntary Termination without Cause Resignation for Good Reason |
|
|
Disability/Death |
|
|
Retirement(8) |
|
|
Change in Control(9) |
|
Accelerated Vesting of RSUs(6) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jillian C. Evanko |
|
|
|
|
|
|
|
|
|
$ |
4,228,239 |
|
|
|
|
|
|
$ |
4,228,239 |
|
Joseph R. Brinkman |
|
|
|
|
|
|
|
|
|
|
334,611 |
|
|
|
|
|
|
|
334,611 |
|
Herbert G Hotchkiss |
|
|
|
|
|
|
|
|
|
|
572,729 |
|
|
|
|
|
|
|
572,729 |
|
Gerald F. Vinci |
|
|
|
|
|
|
|
|
|
|
523,925 |
|
|
|
|
|
|
|
523,925 |
|
Douglas A. Ducote, Jr. |
|
|
|
|
|
|
|
|
|
|
808,296 |
|
|
|
|
|
|
|
808,296 |
|
Joseph A. Belling |
|
|
|
|
|
|
|
|
|
|
685,010 |
|
|
|
|
|
|
|
685,010 |
|
Scott W. Merkle |
|
|
|
|
|
|
|
|
|
|
172,408 |
|
|
|
|
|
|
|
172,408 |
|
Deferred Compensation(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jillian C. Evanko |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph R. Brinkman |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Herbert G Hotchkiss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gerald F. Vinci |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Douglas A. Ducote, Jr. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph A. Belling |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Scott W. Merkle |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TOTAL |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jillian C. Evanko |
|
|
|
|
|
$ |
4,200,076 |
|
|
$ |
17,518,324 |
|
|
$ |
|
|
|
$ |
23,808,400 |
|
Joseph R. Brinkman |
|
|
|
|
|
|
330,076 |
|
|
|
694,532 |
|
|
|
|
|
|
|
1,179,608 |
|
Herbert G Hotchkiss |
|
|
|
|
|
|
696,948 |
|
|
|
2,418,136 |
|
|
|
|
|
|
|
3,115,084 |
|
Gerald F. Vinci |
|
|
|
|
|
|
697,366 |
|
|
|
2,337,373 |
|
|
|
|
|
|
|
3,034,739 |
|
Douglas A. Ducote, Jr. |
|
|
|
|
|
|
|
|
|
|
1,295,236 |
|
|
|
121,212 |
|
|
|
1,295,236 |
|
Joseph A. Belling |
|
|
|
|
|
|
|
|
|
|
1,529,936 |
|
|
|
|
|
|
|
1,529,936 |
|
Scott W.
Merkle |
|
|
|
|
|
|
|
|
|
|
650,494 |
|
|
|
|
|
|
|
650,494 |
|
(1) |
Cash severance amounts, under their Employment Agreements as of December 31, 2021, consist of a lump sum payment
equal to the following percentage of the following executives base salary and the greater of his or her current target annual bonus or the target bonus for the preceding fiscal year (or the target bonus for the year before a Change in Control,
in the case of a termination within two years after a Change in Control): Ms. Evanko, 200% (300% if after a Change in Control); Mr. Hotchkiss and Mr. Vinci, 100%. The cash severance amount, under his Severance Agreement as of
December 31, 2021, consists of a lump sum payment equal to 100% of Mr. Brinkmans base salary (or, in the case of Mr. Brinkmans termination within two years after a Change in Control, 100% of base salary and the greater of
his current target annual bonus or the target bonus for the year before a Change in Control). The amounts in the table do not include accrued but unused vacation, since the policy governing vacation for the executive officers mandates the forfeiture
of all accrued vacation for the current year not used by the end of the year, and each scenario assumes termination of employment on the last day of the year. In the event that an executive is terminated prior to the end of the fiscal year, the
executive would be entitled to compensation for any unused vacation that could be used prior to the end of the fiscal year. |
(2) |
Our Cash Incentive Plan generally requires a participant be employed on the day of payment of the bonus, which is
typically in mid-February of the following year. However, no such bonuses were paid to our executives for 2021. See the discussion on page 32, under Elements of Compensation Short-Term Annual Cash
Incentive Award, the Estimated Future Payouts Under Non-Equity Incentive Plan Awards portion of the 2021 Grants of Plan-Based Awards Table, and the 2021 Summary Compensation Table, above.
|
|
|
|
60 - Chart Industries, Inc. |
|
2022 Proxy Statement |
(3) |
Health and welfare benefits consist of health care and dental. These benefits after termination of employment have been
calculated based on actual cost to us for 2021. |
(4) |
The value of the stock options that vest upon death or disability or an Incentive Plan Change in Control represents the
difference between the aggregate market value of the shares underlying the unvested portion of these options on December 31, 2021, at $159.49 per share, the closing price of our Common Stock on that day, and the aggregate exercise price of the
option. In the event of Retirement, stock options will continue to vest ratably over a four-year period, without giving effect to the requirement of continuous service. |
(5) |
In the event of termination due to disability, death, or Retirement, the executive (or his or her beneficiary) is
entitled to a pro-rated number of performance units, calculated by multiplying (x) by (y) where: (x) is the number of units, if any, that would have been earned by the executive as the result of the
satisfaction of the performance requirements; and (y) is the number of months that the executive was employed (rounded up to the nearest whole number) during the performance period divided by the total number of months in each performance
period. For performance units awarded in 2019, 2020 and 2021, the table reflects the assumption that the units will vest at the 100% target level of the total amount of performance units granted, even though we are unable to accurately predict the
actual performance of these awards. See Compensation Discussion and Analysis Elements of Compensation Long-Term Incentive Compensation above for more information about these assumptions. Whether or to what extent the 2019,
2020 and 2021 unvested awards actually will be earned depends on future events. The value of performance units upon an Incentive Plan Change in Control represents the product of (i) the 100% target amount of performance units granted in 2019,
the 100% target amount of performance units granted in 2020, the 100% target amount performance units granted in 2021 and (ii) $159.49 per share, the closing price of our Common Stock on December 31, 2021. |
(6) |
The table reflects the market value of the unvested portion of RSU awards. RSU awards to our NEOs vest ratably over a
three-year period beginning on the first anniversary of the date of grant. With respect to death, disability and an Incentive Plan Change in Control, the executive (or his or her beneficiary) is entitled to an immediate vesting of the shares
underlying the unvested portion of the RSUs. The value of the RSUs that vest upon death, disability or an Incentive Plan Change in Control represents the aggregate market value of the shares underlying the unvested portion of the RSU awards on
December 31, 2021, at $159.49 per share, the closing price of our Common Stock on that day. In the event of Retirement, RSUs continue to vest ratably over the vesting period, without giving effect to the requirement of continuous service, and
therefore such amounts are not included in the table. |
(7) |
The Company does not provide above-market returns on any participant balances in the Deferred Income Plan.
Ms. Evanko, Mr. Brinkman, Mr. Hotchkiss, Mr. Vinci and Mr. Merkle received Company contributions under the Deferred Income Plan. Since the executives are fully vested in these amounts, they are not recognized in the table.
For specific deferred compensation balances, see the 2021 Nonqualified Deferred Compensation Table. |
(8) |
Of the NEOs, only Mr. Ducote was eligible for Retirement on December 31, 2021. Per the terms of his Retirement
Agreement, Mr. Merkle will retire from the Company on October 1, 2022. |
(9) |
Assumes termination of employment results from resignation for Good Reason or Involuntary Termination without Cause
within two years following a Change in Control. As stated in the table, the severance payments to be paid to the executive officers upon a termination of employment without Cause or for Good Reason within two years following a Change in Control may
be reduced under the Employment Agreements if (x) the payments would result in the imposition of a golden parachute excise tax under the Internal Revenue Code Section 280G and (y) the reduced payments would result in the
executive officer receiving a greater net after-tax payment. The amounts shown in the table above do not reflect that if, in the event payments to the executive officer in connection with a change in control
or otherwise would result in an excise tax under the Internal Revenue Code, such payments may be reduced to the extent necessary so that the excise tax does not apply. |
|
|
|
2022 Proxy Statement |
|
Chart Industries, Inc. - 61 |
2021 DIRECTOR COMPENSATION TABLE
The following table summarizes the compensation of our non-employee directors for fiscal year 2021. Ms. Evanko, as CEO, does
not receive any additional compensation for the services she performs as a member of our Board.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name |
|
Fees Earned or
Paid in Cash($) |
|
|
Stock Awards
($)(1) |
|
|
Total($) |
|
Carey Chen |
|
|
125,000 |
|
|
|
99,262 |
|
|
|
224,626 |
|
Jillian C. Evanko |
|
|
|
|
|
|
|
|
|
|
|
|
Steven W. Krablin |
|
|
200,000 |
|
|
|
99,626 |
|
|
|
299,626 |
|
Singleton B. McAllister |
|
|
115,000 |
|
|
|
99,626 |
|
|
|
214,626 |
|
Michael L. Molinini |
|
|
125,000 |
|
|
|
99,626 |
|
|
|
224,626 |
|
David M. Sagehorn |
|
|
100,000 |
|
|
|
99,626 |
|
|
|
199,626 |
|
Paula M. Harris(2) |
|
|
50,000 |
|
|
|
49,711 |
|
|
|
99,711 |
|
Linda A. Harty(2) |
|
|
50,000 |
|
|
|
49,711 |
|
|
|
99,711 |
|
Roger A.
Strauch(2) |
|
|
50,000 |
|
|
|
49,711 |
|
|
|
99,711 |
|
(1) |
Amounts in this column represent the aggregate grant date fair value of stock awards made to our non-employee directors in fiscal year 2021. These awards were reflected in our consolidated financial statements, based upon the applicable accounting guidance, at the fair market value of our Common Stock on the
date of grant. |
(2) |
Ms. Harris, Ms. Harty and Mr. Strauch were appointed to the Board on August 19, 2021.
|
Director Compensation Program
All non-employee directors receive an annual cash retainer of $100,000 and an annual stock award of $100,000. The Chairman of the
Board and each Board committee chair receive an additional annual cash retainer to reflect their added responsibilities (each paid in quarterly installments):
|
|
|
Audit Committee Chair: $25,000 |
|
|
|
Compensation Committee Chair: $25,000 |
Annual cash retainers, and fees paid to the Chairman and the Committee chairs, are paid in equal quarterly installments. Annual stock awards are granted on a quarterly
basis in installments equal in value to one-quarter of the annual equity retainer then in effect. The 2021 director stock awards were made pursuant to our Omnibus Equity Plan and are fully vested on the date
of grant. Directors may elect to defer their stock until a later fiscal year, or until the earlier of the January following separation of service from the Board or the occurrence of a change in control. Director deferrals of their stock retainers
are in all cases limited to the extent permitted under Section 409A of the Internal Revenue Code.
Director Stock Ownership. Our stock ownership
guidelines provide that non-employee directors must accumulate investments of at least four times the value of the annual cash retainer in our Common Stock during the first 48 months of their tenure on
our Board. Directors must maintain investments in Company stock at the director guideline level after expiration of the 48-month period. Shares of our Common Stock issuable upon settlement of stock units or
granted as quarterly stock grants will count towards the requirement. As of March 17, 2022, all of our directors meet or are on track to meet the ownership guidelines within the 48-month period.
|
|
|
62 - Chart Industries, Inc. |
|
2022 Proxy Statement |