DEF 14A

Treat over 4.5 billion gallons of water a day in the US and provides clean water to almost a billion people worldwide daily

Save approximately 32 million tons of CO₂ per year from our gas-gas heater installed base.

Reduce over 800 million liters of diesel used by over-the-road trucks

Eliminate nearly 280 million pounds of PET (plastic) used in water bottles in the U.S.

CHART INDUSTRIES, INC.

2200 Airport Industrial Drive, Suite 100

Ball Ground, Georgia 30107

April 10, 2024

To the Stockholders of Chart Industries, Inc.:

This year’s Annual Meeting of Stockholders of Chart Industries, Inc. (“Company”) will be held in a virtual meeting (audio webcast) format at 8:00 a.m., Eastern Time, on Tuesday, May 21, 2024. You will not be able to attend the Annual Meeting physically in person.

To access the Annual Meeting, you must register in advance, using your control number found on your proxy card, voting instruction form or Notice of Internet Availability, at www.proxydocs.com/GTLS prior to the deadline of May 17, 2024 at 5:00 p.m. Eastern Time. You will also be permitted to submit questions at the time of registration relating to matters properly before the Annual Meeting. We will not be providing an update on the Company’s operations or any other presentation regarding the Company’s business in connection with the Annual Meeting.

Upon completing your meeting registration, you will receive further instructions via email, including your unique link that will allow you to access the Annual Meeting and vote online during the meeting. The instructions will also include information on who to contact if you are having difficulty logging in. The Annual Meeting will begin promptly at 8:00 a.m. Eastern Time. We encourage you to access the Annual Meeting prior to the start time. Online access will open approximately at 7:45 a.m. Eastern Time, and you should allow ample time to log in to the meeting. We recommend that you carefully review the procedures needed to gain admission in advance.

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

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

Sincerely yours,

LOGO

Singleton B. McAllister

Chair

CHART INDUSTRIES, INC.

2200 Airport Industrial Drive, Suite 100

Ball Ground, Georgia 30107

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 21, 2024

Date & Time:

Location:

Record Date:

May 21, 2024

8:00 a.m.

(Eastern Time)

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

March 28, 2024

To the Stockholders of Chart Industries, Inc.:

The Annual Meeting of Stockholders of Chart Industries, Inc. (“Company”) will be held at 8:00 a.m., Eastern Time, on Tuesday, May 21, 2024 in a virtual (audio webcast) format only, for the following purposes:

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

2.	To ratify the selection of Deloitte & Touche LLP, an independent registered public accounting firm, to examine the financial statements of the Company for the year ending December 31, 2024;

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

4.	To approve and adopt the Chart Industries, Inc. 2024 Omnibus Equity Plan; and

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

Only holders of the Company’s common stock of record as of the close of business on Friday, March 28, 2024 are entitled to vote at the Annual Meeting. It is important that your shares be represented at the Annual Meeting. For that reason, we ask that you promptly sign, date and mail the enclosed proxy card in the return envelope provided or submit a proxy by telephone or the Internet by following the instructions on the proxy card. Stockholders who access the Annual Meeting virtually may revoke their previously submitted proxy and vote during the Annual Meeting.

By Order of the Board of Directors,

Sincerely yours,

Singleton B. McAllister

Chair

You may vote in any of the following ways:

Via the Internet

LOGO

By Phone

LOGO

By Mail

LOGO

YOUR VOTE IS IMPORTANT

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

CHART INDUSTRIES, INC.

2200 Airport Industrial Drive, Suite 100

Ball Ground, Georgia 30107

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

Mailed on or about April 10, 2024

Why am I receiving these materials?

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Chart Industries, Inc. (the “Company,” “Chart,” “we,” “us” and “our”) for use at the Annual Meeting of Stockholders of the Company on May 21, 2024 at 8:00 a.m., Eastern Time, and any adjournments or postponements thereof (the “Annual Meeting”). The time, place and purposes of the Annual Meeting are stated in the Notice of Annual Meeting of Stockholders accompanying this proxy statement.

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

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), the Company has opted to provide access to our proxy materials primarily over the Internet, which will allow us to capture costs and reduce the environmental impact of printing and mailing proxy materials. Proxy materials for the Annual Meeting, including the 2023 Annual Report and this proxy statement, are available over the Internet by accessing www.proxydocs.com/GTLS. While we have elected to make our proxy materials available online, you may request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request an additional printed copy are available at www.proxydocs.com/GTLS. You also can obtain a printed copy of this proxy statement, free of charge, by writing to: Secretary, c/o Chart Industries, Inc., 2200 Airport Industrial Drive, Suite 100, Ball Ground, Georgia 30107, or by submitting a request via email to herbert.hotchkiss@chartindustries.com or by telephone at 770-721-8800.

Who is paying for this proxy solicitation?

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

What voting rights do I have as a Stockholder?

On each matter to be voted on, you have one vote for each outstanding share of our Common Stock you own as of March 28, 2024, the record date for the Annual Meeting. Only stockholders of record at the close of business on March 28, 2024 are entitled to receive notice of and to vote at the Annual Meeting. On this record date, there were 42,039,009 shares of Common Stock outstanding and entitled to vote. Stockholders do not have the right to vote cumulatively in the election of directors.

How do I vote?

If you are a stockholder of record, you can vote: (i) virtually, during the Annual Meeting; (ii) by signing and mailing in your proxy card in the enclosed envelope; (iii) by submitting a proxy by telephone by calling 1-866-509-1048; or (iv) via the Internet at www.proxypush.com/GTLS. Proxies submitted via the telephone or Internet must be received by 8:00 a.m. Eastern Time on May 21, 2024. More detailed instructions are included on the proxy card. In order to submit a proxy via the telephone or Internet, please follow the instructions on the proxy card.


2024 Proxy Statement		Chart Industries, Inc. - 1

If you are a stockholder of record, the proxy holders will vote your shares based on your directions. If you sign and return your proxy card, but do not properly direct how your shares of Common Stock should be voted, the proxy holders will vote “FOR” the director nominees, “FOR” the ratification of the selection of Deloitte & Touche LLP, “FOR” the approval, on an advisory basis, of the Company’s executive compensation and “FOR” the approval of the Chart Industries, Inc. 2024 Omnibus Equity Plan. The proxy holders will use their discretion on any other proposals and other matters that may be brought before the Annual Meeting.

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

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

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

What vote is required to approve each of the proposals?

•

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

•

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

•

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

•

2024 Omnibus Equity Plan (Proposal 4). Approval and adoption of the Chart Industries, Inc. 2024 Omnibus Equity Plan requires the affirmative vote of a majority of the shares entitled to vote and present in person or by proxy. A proxy card marked “Abstain” with respect to this proposal will not be voted, although it will be counted for purposes of determining the total number of shares entitled to vote at the meeting. Accordingly, if you “Abstain” from voting, it will have the same effect as an “Against” vote. Broker non-votes will have no effect on the outcome of this proposal.

What constitutes a quorum?

A quorum of stockholders will be present at the Annual Meeting if at least a majority of the aggregate voting power of Common Stock outstanding on the record date is represented at the Annual Meeting, in person or by


2 - Chart Industries, Inc.		2024 Proxy Statement

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table and accompanying footnotes show information regarding the beneficial ownership of our Common Stock as of March 28, 2024 by:

•

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

•

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

•

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



	Shares Beneficially Owned(1)

Name of Beneficial Holder	Number		Percent of Common Stock
BlackRock, Inc.(2)		5,629,199		13.4%
Capital World Investors(3)		5,091,260		12.1%
The Vanguard Group(4)		4,163,475		9.9%
FMR LLC(5)		3,020,088		7.2%
Joseph A. Belling(6)		17,031		*
Joseph R. Brinkman(7)		13,833		*
Jillian C. Evanko(8)		245,550		*
Herbert G. Hotchkiss(9)		27,768		*
Gerald F. Vinci(10)		49,391		*
Andrew R. Cichocki(11)		1,472		*
Paula M. Harris(12)		2,105		*
Linda A. Harty(13)		8,605		*
Paul M. Mahoney(14)		1,072		*
Singleton B. McAllister(15)		5,183		*
Michael L. Molinini(16)		9,772		*
David M. Sagehorn(17)		5,775		*
Spencer S. Stiles(18)		1,072		*
Roger A. Strauch(19)		2,405		*
All directors and officers as a group (15 persons)(20)		399,164		*

(1)

In accordance with SEC rules, each beneficial owner’s holdings have been calculated assuming full exercise or conversion of outstanding options and stock rights covering Common Stock, if any, exercisable by such owner within 60 days after March 28, 2024, but no exercise of outstanding options or stock rights covering Common Stock held by any other person.

(2)

According to a Schedule 13G/A filed with the SEC on January 30, 2024 by BlackRock, Inc., reporting beneficial ownership for itself and Aperio Group, LLC, BlackRock (Luxembourg) S.A., BlackRock (Netherlands) B.V., BlackRock Advisors, LLC, BlackRock Asset Management Canada Limited, BlackRock Asset Management Ireland Limited, BlackRock Asset Management Schweiz AG, BlackRock Financial Management, Inc., BlackRock Fund Advisors, BlackRock Fund Managers Ltd, BlackRock Institutional Trust Company, National Association, BlackRock Investment Management (Australia) Limited, BlackRock Investment Management (UK) Limited, BlackRock Investment Management, LLC and BlackRock Life Limited (collectively “BlackRock”), BlackRock reported having beneficial ownership of an aggregate of 5,629,199 shares, including sole voting power over 5,562,026 shares and sole dispositive power over 5,629,199 shares. BlackRock is located at 50 Hudson Yards, New York, NY 10001.


4 - Chart Industries, Inc.		2024 Proxy Statement

(3)

According to a Schedule 13G/A filed with the SEC on February 9, 2024, Capital World Investors reported beneficial ownership of an aggregate of 5,091,260 shares, including sole voting power over 5,074,443 shares and sole dispositive power over 5,091,260 shares. Capital World Investors is located at 333 South Hope Street, 55^th Floor, Los Angeles, CA 90071.

(4)

According to a Schedule 13G/A filed with the SEC on February 13, 2024, The Vanguard Group (“Vanguard”) reported beneficial ownership of an aggregate of 4,163,475 shares, including sole dispositive power over 4,059,376 shares, shared voting power over 59,334 shares, and shared dispositive power over 104,099 shares. Vanguard is located at 100 Vanguard Blvd., Malvern, PA 19355.

(5)

According to a Schedule 13G filed with the SEC on February 9, 2024 by FMR LLC, reporting beneficial ownership for itself and FIAM LLC, Fidelity Institutional Asset Management Trust Company, Fidelity Management & Research Company LLC, Fidelity Management Trust Company and Strategic Advisors LLC (collectively “FMR”), FMR reported having beneficial ownership of an aggregate of 3,020,088 shares, including sole voting power over 3,015,545 shares and sole dispositive power over 5,020,088 shares. FMR is located at 245 Summer Street, Boston, MA 02210.

(6)	Mr. Belling is an executive officer of the Company. Shares beneficially owned by Mr. Belling include 5,794 shares which he has the right to acquire within 60 days of March 28, 2024 through the exercise of stock options.

(7)	Mr. Brinkman is an executive officer of the Company. Shares beneficially owned by Mr. Brinkman include 3,950 shares which he has the right to acquire within 60 days of March 28, 2024 through the exercise of stock options.

(8)	Ms. Evanko is an executive officer of the Company. Shares beneficially owned by Ms. Evanko include 121,032 shares which she has the right to acquire within 60 days of March 28, 2024 through the exercise of stock options.

(9)	Mr. Hotchkiss is an executive officer of the Company. Shares beneficially owned by Mr. Hotchkiss include 12,539 shares which he has the right to acquire within 60 days of March 28, 2024 through the exercise of stock options.

(10)	Mr. Vinci is an executive officer of the Company. Shares beneficially owned by Mr. Vinci include 28,917 shares which he has the right to acquire within 60 days of March 28, 2024 through the exercise of stock options.

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

(12)	Ms. Harris is a director of the Company. Of the shares beneficially owned by Ms. Harris shown in the table above, 1,145 have been deferred.

(13)	Ms. Harty is a director of the Company.

(14)	Mr. Mahoney is a director of the Company. All shares beneficially owned by Mr. Mahoney have been deferred.

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

(16)	Mr. Molinini is a director of the Company. Of the shares beneficially owned by Mr. Molinini shown in the table above, 8,517 have been deferred.

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

(18)	Mr. Stiles is a director of the Company. Of the shares beneficially owned by Mr. Stiles shown in the table above, 295 have been deferred.

(19)	Mr. Strauch is a director of the Company.

(20)	The number of shares shown as beneficially owned by the Company’s directors and executive officers as a group includes 172,232 shares which the Company’s directors and executive officers as a group have the right to acquire within 60 days of March 28, 2024.

*	Less than 1%.


2024 Proxy Statement		Chart Industries, Inc. - 5

CORPORATE GOVERNANCE AND RELATED MATTERS

Corporate Governance Practices

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

☐

Independent Board Chair;

☐

Fully independent Board (except for our CEO);

☐

Annual review of director independence;

☐

Annual election of directors;

☐

Majority vote standard for director elections;

☐

No poison pill/stockholder rights plan;

☐

Regular executive sessions of independent directors;

☐

Management succession planning;

☐

Annual advisory vote on executive compensation (“say-on-pay”);

☐

Executive compensation clawback policies;

☐

Prohibition on pledging and hedging of our Common Stock by our officers and directors;

☐

Annual Board and committee evaluations;

☐

Annual review of committee charters;

☐

Stock ownership guidelines for our officers and directors;

☐

No cumulative voting;

☐

Diverse Board in terms of gender, race and ethnicity (four of our ten directors are female, two of whom are African American or Black), experiences, specific skills and qualifications;

☐

Board and committees may engage outside advisors independent of Company management (for example, the Compensation Committee engaged Pay Governance, LLC (“Pay Governance”), an independent compensation consulting firm, to assist in evaluating our executive compensation structure and expenses); and

☐

Executive compensation philosophy aligns executive compensation with the interests of Company stockholders.

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

Board Refreshment

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

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

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


6 - Chart Industries, Inc.		2024 Proxy Statement

Board Leadership Structure

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

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

☐

Reviewing and assisting in short and long-term planning and strategy, including oversight of significant transactions;

☐

Reviewing and implementing governance standards;

☐

Evaluating the performance of the CEO; and

☐

Reviewing development and succession plans for top executives.

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

Board’s Role in Risk Oversight

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

Cybersecurity Risk Management. The Board oversees and reviews the effectiveness of the Company’s processes and controls for data privacy, information technology security and cybersecurity. Our Chief Information Security Officer reports on data protection and information security matters to the Company’s Cybersecurity Governance Committee on a frequent basis and reports to the entire Board regularly on these matters.

Our cybersecurity program and approach are based on the Cybersecurity Maturity Model Certification (“CMMC”), formerly known as the National Institute of Standards and Technology Cybersecurity Framework (“NIST

Framework”). The NIST Framework, as well as the CMMC, establishes core requirements for continuous protection of our information, process, and technologies in response to emerging and changing cyber threats and vulnerabilities. Third-party audits are performed for independent maturity assessments of our cybersecurity program against the NIST Framework. The third-party assessment results have found the maturity of our current cybersecurity program to be above the industrial manufacturer industry average. Further, as part of a continuous improvement strategy, we strive to build out a robust and resilient environment to protect and defend against bad actors.


2024 Proxy Statement		Chart Industries, Inc. - 7

The Company maintains a Data Protection Framework and various global policies, including Information Security Policy, Privacy Policy, including European Union’s General Data Protection Regulation (“GDPR”), California Privacy Rights Act (“CPRA”), and China Personal Information Protection Law (“PIPL”), Data Retention Policy, and Acceptable Use Standard Policy, to appropriately manage personal information we require to operate our business and comply with all regulations in the jurisdictions in which we operate, including specifically addressing the rights of individuals regarding control of data we may hold related to them. We also maintain a Third-Party Risk Management Program, including a Vendor Management Policy, which allows us to monitor and control our risks related to the processing of personal information and customer information by our authorized third parties. These policies and programs are derived from internationally recognized regulations, frameworks, and principles. We share personal information with affiliates, business partners, agencies, third-party service providers, or vendors when we have a legitimate business purpose for doing so and when permissible by law. We require third parties to maintain similar standards to ours to protect personal information. We have implemented a risk mitigation process to identify and assess the cybersecurity posture of third parties providing products or services to any of the Company’s legal entities.

We have implemented multiple layers of data protection to minimize the risks to systems, personal information, and the privacy of individuals. Such protection includes perimeter security controls, network security controls, endpoint security controls, application security controls, database security controls, logical and physical access controls, maintaining up-to-date inventories (authorized hardware and software), system hardening and monitoring, usage of modern protection software and third-party risk assessments, 24/7 monitoring and response, testing of incident response procedures (table-top exercises), annual information security awareness training, and continuous phishing tests of all the Company’s employees with email accounts. We are not aware of any material data privacy breaches during 2023 or year-to-date in 2024 involving personal information or customer information.

Corporate Governance Guidelines

The Board, directly and through its committees, continuously monitors emerging best practices in corporate governance and has adopted Corporate Governance Guidelines. A copy of the Corporate Governance Guidelines can be found online at www.chartindustries.com by clicking on the link for Investors. You also can obtain a printed copy of this document, free of charge, by writing to: Secretary, c/o Chart Industries, Inc., 2200 Airport Industrial Drive, Suite 100, Ball Ground, Georgia 30107. The Corporate Governance Guidelines have evolved over time, as customary practice and legal requirements change, or as our Board deems appropriate from time to time.

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

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

reject an offer of resignation submitted pursuant to this policy within 90 days following certification of the applicable election results. If an offer of resignation pursuant to this policy is rejected, the Board will disclose publicly its reasons for rejecting the offer.

Executive Compensation Clawback Policies. Our Compensation Committee adopted an executive compensation clawback policy in 2015, and recently adopted the Chart Industries, Inc. Incentive-Based Compensation Clawback Policy (the “NYSE Clawback Policy”), in accordance with newly-adopted NYSE listing standards, on November 29, 2023. For information about the Company’s clawback policies, see “Other Compensation Policies.”


8 - Chart Industries, Inc.		2024 Proxy Statement

Director Independence

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

The Board conducts an annual review of our directors’ independence. In this review, the Board considers transactions, relationships and arrangements between the Company and each director or immediate family member of the director. The Board also considers transactions, relationships and arrangements between Company senior management and each director or immediate family member of the director. In February 2024, the Board performed its director independence review for 2024 for its directors.

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

Board Meetings

There were five meetings of the Board during the fiscal year ended December 31, 2023. Each director attended 100% of (1) the total number of meetings of the Board held during the period he or she served as a director and (2) the total number of meetings held by committees of the Board on which he or she served. Board members are expected to attend our Annual Meeting, and all then-current members attended our virtual Annual Meeting in 2023. In 2023, four of the five meetings of the Board were regular meetings and there were three executive sessions.

Executive sessions are presided over by the Chair of the Board (if an independent director) or a Lead Independent Director if the roles of CEO and Chair are combined and are generally held in connection with each regularly scheduled Board meeting. As Chair of the Board and an independent director, Singleton B. McAllister presided over the executive sessions of the Board. Ms. McAllister will cease service as Chair of the Board effective as of the Annual Meeting, at which time Andrew R. Cichocki will be appointed Chair of the Board.

Committees of the Board of Directors

The Board has three standing committees that conduct regular business: the Audit Committee; the Compensation Committee; and the Nominations and Corporate Governance Committee.

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


Nominations and Corporate Governance Committee

Current Members		Met three times in fiscal year 2023
Linda A. Harty (Chair) Paul E. Mahoney Singleton B. McAllister Spencer S. Stiles Roger A. Strauch

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

Primary Responsibilities. The NCGC is responsible for, among other things: (1) developing, recommending and reviewing the adequacy of the corporate governance principles applicable to us; (2) developing and recommending to the Board compensation for Board members; (3) reviewing our compliance with state and federal corporate governance laws and regulations and with the NYSE corporate governance listing


2024 Proxy Statement		Chart Industries, Inc. - 9

requirements; (4) making recommendations to the Board regarding the size and composition of the Board; (5) establishing criteria for the selection of new directors to serve on the Board and reviewing the appropriate skills and characteristics required of directors; (6) identifying, screening and recommending nominees to be proposed by us for election as directors at the Annual Meeting, or to fill vacancies; (7) considering and reviewing the qualifications of any nominations of director candidates validly made by stockholders; (8) reviewing the committee structure of the Board and recommending, on an annual basis, directors to serve as members of each committee; (9) establishing criteria for, overseeing the process for, and leading the annual performance self-evaluation of the Board and each committee; (10) reviewing any director resignation letter tendered in accordance with the Corporate Governance Guidelines, and evaluating and recommending to the Board whether such resignation should be accepted; (11) annually reviewing the adequacy of the NCGC Charter; and (12) supporting the Board to oversee the Company’s strategy on corporate social responsibility and sustainability, and developing related policies and procedures.

Charter. The NCGC is governed by the NCGC Charter, adopted by the Board. A copy of the NCGC Charter can be found online at www.chartindustries.com by clicking on the link for Investors. You also can obtain a printed copy of the NCGC Charter, free of charge, by writing to: Secretary, c/o Chart Industries, Inc., 2200 Airport Industrial Drive, Suite 100, Ball Ground, Georgia 30107.


Audit Committee
Current Members		Met six times in fiscal year 2023
David M. Sagehorn (Chair) Andrew R. Cichocki Paula M. Harris Linda A. Harty Michael L. Molinini

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

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


10 - Chart Industries, Inc.		2024 Proxy Statement

Charter. The Audit Committee is governed by the Audit Committee Charter, adopted by the Board. A copy of the Audit Committee Charter can be found online at www.chartindustries.com by clicking on the link for Investors. You also can obtain a printed copy of the Audit Committee Charter, free of charge, by writing to: Secretary, c/o Chart Industries, Inc., 2200 Airport Industrial Drive, Suite 100, Ball Ground, Georgia 30107.


Compensation Committee
Current Members		Met four times in fiscal year 2023
Michael L. Molinini (Chair) Andrew R. Cichocki Paula M. Harris Paul E. Mahoney David M. Sagehorn Spencer S. Stiles

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

Primary Responsibilities. The Compensation Committee is responsible for, among other things: (1) reviewing key employee compensation policies, plans and programs; (2) reviewing and approving the compensation of our CEO and other executive officers; (3) reviewing and approving employment contracts and other similar arrangements between us and our executive officers; (4) reviewing and consulting with the CEO on the selection of officers and evaluation of executive performance and other related matters; (5) administration of stock plans and other incentive compensation plans; (6) overseeing compliance with any applicable compensation reporting requirements of the SEC; (7) approving the appointment and removal of trustees and investment managers for pension fund assets; (8) retaining and interacting with consultants to advise the committee on executive compensation practices and policies; (9) with oversight from the full Board, establishing and periodically reviewing succession plans for our executive officers and others; (10) determining stock ownership guidelines for the CEO and other executive officers and monitoring compliance with such guidelines; (11) annually reviewing the adequacy of the Compensation Committee’s written charter; and (12) handling such other matters that are specifically delegated to the Compensation Committee by the Board from time to time.

To further assist it in carrying out its responsibilities, the Compensation Committee engaged Pay Governance, an independent compensation consulting firm, to assist in evaluating our executive compensation structure and expenses. The Compensation Committee may change its compensation consultant from time to time in its sole discretion. Prior to engaging Pay Governance to provide consulting services for 2023, the Compensation Committee considered Pay Governance’s representations demonstrating its independence under applicable NYSE standards and concluded Pay Governance was independent.

In 2023, Pay Governance’s duties and responsibilities included:

•

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

•

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

•

Developing an additional compensation peer group for 2023 with respect to the performance-based TSR Modifier contained in the 2023 PSU awards;

•

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

•

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

•

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

•

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


2024 Proxy Statement		Chart Industries, Inc. - 11

•

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

•

Providing information and advice on director compensation to the NCGC; and

•

Providing information and advice concerning the proposed Chart Industries, Inc. 2024 Omnibus Equity Plan.

The Compensation Committee engaged Pay Governance to carryout similar duties with respect to providing guidance on 2024 compensation structure and metrics.

Charter. The Compensation Committee is governed by the Compensation Committee Charter, adopted by the Board. A copy of the Compensation Committee Charter can be found at www.chartindustries.com by clicking on the link for Investors. You also can obtain a printed copy of the Compensation Committee Charter, free of charge, by writing to: Secretary, c/o Chart Industries, Inc., 2200 Airport Industrial Drive, Suite 100, Ball Ground, Georgia 30107.

Role of Executive Officers in Compensation Decisions

Our CEO makes recommendations to the Compensation Committee for the compensation of our other executive officers, including recommendations of salary adjustments, if any, annual cash incentives, and long-term and short-term awards. The CEO’s recommendations are based on her annual review of the performance of the other

executive officers and data provided by the compensation consultant concerning compensation practices among the Company’s peer and broader industry groups. The Compensation Committee considers the CEO’s recommendations when making executive compensation decisions, but the Compensation Committee retains full discretion to set all compensation for our executive officers. Decisions regarding the CEO’s compensation are made at the sole discretion of the Compensation Committee.

CEO Succession Planning

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

Board Succession Planning and Selection and Nomination of Directors

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

•

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

•

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

•

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

•

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

•

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


12 - Chart Industries, Inc.		2024 Proxy Statement

•

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

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

The NCGC considers all of the foregoing factors, among others, in identifying director candidates. The Company does not have a policy that requires us to consider the impact of any one factor by itself. In considering whether to recommend any candidate, including candidates recommended by stockholders, the NCGC applies the factors set forth in our Corporate Governance Guidelines and the NCGC Charter, which provide that diversity should be considered in the director identification and nomination process. The NCGC seeks nominees with a diversity of experience, professions, skills, gender, race, geographic representation and backgrounds that collectively will

build a capable, responsive and effective Board that is prepared to address the Company’s strategic oversight and governance challenges. Although the NCGC does not assign specific weight to particular factors, any qualified nominee should have a core skill set that enables the nominee to serve the Company well as a director. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will enable the Board to fulfill its responsibilities.

The NCGC will use the above enumerated factors to consider potential candidates regardless of the source of the recommendation. Stockholder recommendations for director nominations may be submitted to the Company pursuant to the requirements described below in “Communications with the Board.” Stockholder recommendations for director nominations will be forwarded to the NCGC for consideration, provided such recommendations are accompanied by sufficient information to permit the NCGC to evaluate the qualifications and experience of a nominee. See the “Communications with the Board” section for more information about our advance notice requirements for stockholder nominations of director candidates.

Communications with the Board

Stockholders and other interested parties may communicate concerns directly to the entire Board, or specifically to non-management directors of the Board. These communications may be confidential or anonymous, if so designated, and may be submitted in writing to the following address: Secretary, c/o Chart Industries, Inc., 2200 Airport Industrial Drive, Suite 100, Ball Ground, Georgia 30107. Any concerns that may be outstanding are reported on a quarterly basis to the Chair.

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

•

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

•

the principal occupation or employment of the proposed nominee;

•

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

•

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

•


2024 Proxy Statement		Chart Industries, Inc. - 13

of the proposed nominee, the effect or intent of any of the foregoing being to mitigate loss to, or manage risk of stock price changes for, the proposed nominee or to increase the voting power or pecuniary or economic interest of the proposed nominee with respect to the stock of the Company;

•

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

•

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

•

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

•

the name and record address of such stockholder;

•

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

•

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

•

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

•

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

•

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

•

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

•

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

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

Our By-Laws provide that stockholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of stockholders must provide timely notice of their proposal in writing to the corporate secretary. Generally, to be timely, a stockholder’s notice must be received at our principal executive offices not less than 90 calendar days nor more than 120 calendar days prior to the first anniversary of the date of the preceding year’s annual meeting or at such other time as specified in our By-Laws. Our By-Laws also specify requirements as to the form and content of a stockholder’s notice. You can obtain a printed copy of our By-Laws, free of charge, by writing to: Secretary, c/o Chart Industries, Inc., 2200 Airport Industrial Drive, Suite 100, Ball Ground, Georgia 30107.


14 - Chart Industries, Inc.		2024 Proxy Statement

Code of Ethical Business Conduct and Officer Code of Ethics

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

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

Stock Ownership Guidelines

We maintain stock ownership guidelines for our senior executives as part of our executive compensation program. Ownership guidelines for our NEOs are intended to be administered and reviewed periodically by the Compensation Committee. The stock ownership level of our Common Stock for our CEO is a multiple of 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 five times their annual cash retainer. The stock ownership guideline for our directors was increased from four times their annual cash retainer to five times their annual cash retainer effective January 1, 2024. Executives who do not meet the guidelines are expected to satisfy them within five years, and directors are expected to meet the guidelines within four years of becoming a member of the Board. As of March 28, 2024, each NEO had satisfied our stock ownership guidelines and all of our directors meet or are on track to meet the ownership guidelines within 48 months of their tenure on our Board.

Environmental and Sustainability Policy

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

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

•

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

•

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

•

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

•

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

•

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

In support of these goals, we continue to report on key ESG metrics that follow relevant standards, including those of the Sustainability Accounting Standards Board’s (SASB) Industrial Machinery & Goods Sustainability Accounting Standard and our contributions to the United Nations Sustainable Development Goals (SDG). We also use the framework developed by the Task Force on Climate-related Financial Disclosure (TCFD) to inform and report climate-related risks and opportunities. Annually, we issue a Sustainability Report, which is available online at https://gtls.io/ESG2023. We also look to align with the Organization for Economic Co-operation and Development (OECD) and have submitted an application to join the UN Global Compact.


2024 Proxy Statement		Chart Industries, Inc. - 15

We have adopted an Environmental and Sustainability Policy, a Supplier Code of Conduct, and a Quality, Health, Safety and Environmental Policy, all of which are available online at www.chartindustries.com by clicking on the link for “We are Chart” and then clicking on “Environmental, Social & Governance.” You also can obtain a printed copy of these documents, free of charge, by writing to: Secretary, c/o Chart Industries, Inc., 2200 Airport Industrial Drive, Suite 100, Ball Ground, Georgia 30107.

As in prior years, we continue to have an ESG component in our short-term incentive awards, as described in “Compensation, Discussion, and Analysis” on page 25. Our continued progress with respect to our internal Environmental and Sustainability policy and objectives, as well as external impact of our clean energy solutions are highlighted below.

In 2023, Chart products helped:

Social Matters

Diversity and Inclusion. We seek to foster and preserve an inclusive and diverse culture. Our diversity and inclusion program is a management-led, employee-driven business strategy which is supported by our Board, including through regular Board reviews of diversity and inclusion matters, employee engagement, and health and safety. Our commitment to diversity and inclusion is demonstrated by our Board, where we have made great strides in increasing Board diversity, with racially diverse members consisting of 20% of the proposed Board slate. In evaluating new director candidates, the NCGC actively considers gender identity, age, race, nationality, ethnicity, disability status and sexual orientation diversity in Board composition.

To ensure top-level talent and diversity within our business, we have increased partnerships with organizations that promote female engineers, military veterans and Historically Black Colleges and Universities (HBCUs). We focus heavily on HBCU partnerships, which has led to record diversity in our Rotational Engineering and Internship Programs. At the end of 2023, we had 10 participants in the Rotational Engineering Program, including three females and five who are racially diverse. We have also established social targets to increase diversity across various departments and levels of management throughout the Company. These targets include increasing female representation to 40% on our executive management team and increasing female representation to 35% in senior roles by 2030. In 2023, we had 38% women on our leadership team.

Philanthropy. We are dedicated to improving the communities in which we live and work. We give back in a variety of ways through employee volunteering; corporate contributions; local, employee-led community relations committees; and a generous matching-gifts program. We provide matching donations of up to $250 per employee as well as grant one day of paid time off annually for employees to give back to a non-profit organization of their choosing.

We have set social targets to achieve employee volunteer participation of 25% as part of our Giving Back initiatives and community program by 2030. We had 2,265 team members, or 19.6% of our total workforce, log volunteer hours in 2023. Also, in 2023, Chart and our local business units and team members made more than $110,500 in financial donations through our Giving Back program, and team members volunteered time to help food banks, civic organizations and other causes.


16 - Chart Industries, Inc.		2024 Proxy Statement

PROPOSAL 1 — ELECTION OF DIRECTORS

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

Each director elected at the Annual Meeting will serve a one-year term expiring at our annual meeting of stockholders in 2025. The ten director nominees have each indicated willingness to serve if elected. However, if any of the nominees should become unable or unwilling to serve, the Board may either reduce its size, or designate or not designate a substitute nominee. If the Board designates a substitute nominee, proxies that would have been cast for the original nominee will be cast for the substitute nominee, unless instructions are given to the contrary.

Corporate

Governance
Experience

LOGO

International
Experience

LOGO

Finance and
Risk
Management
Experience

LOGO

Corporate
Development/

Strategic
Experience

LOGO

Industry/
Operations
Experience

LOGO

Management
Experience

LOGO

Jillian C. Evanko

⬛

Andrew R. Cichocki

⬛

Paula M. Harris

⬛

Linda A. Harty

⬛

Paul E. Mahoney

⬛

Singleton B. McAllister

⬛

Michael L. Molinini

⬛

David M. Sagehorn

⬛

Spencer S. Stiles

⬛

Roger A. Strauch

⬛

The information herein provides each nominee’s name, age as of March 28, 2024, and existing position with the Company, as well as the skills, attributes and experience of the nominees that led the Board, and the NCGC, to determine it appropriate to nominate these directors for election. Of our ten directors, four are female (Ms. Evanko, Ms. Harris, Ms. Harty and Ms. McAllister), two of whom are African American or Black (Ms. Harris and Ms. McAllister).

✓

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


2024 Proxy Statement		Chart Industries, Inc. - 17

LOGO

Director Since: 2018

President and CEO

Jillian C. Evanko

Age: 46

Ms. Evanko was appointed Chief Executive Officer and President on June 12, 2018 and served as Chief Financial Officer from March 1, 2017 until January 14, 2019 and more recently, from August 2019 until March 2021. Ms. Evanko joined Chart on February 13, 2017 as Vice President of Finance. Prior to joining Chart, Ms. Evanko served as the Vice President and Chief Financial Officer of Truck-Lite Co., LLC, a manufacturer of lighting and specialty products for the truck and commercial vehicle industries, starting in October 2016. Prior to Truck-Lite, she held multiple executive positions at Dover Corporation, a diversified global manufacturer, and its subsidiaries, including the role of Vice President and Chief Financial Officer of Dover Fluids since January 2014. Prior to joining Dover in 2004, Ms. Evanko worked in valuation services at Arthur Andersen, LLP and also held audit and accounting roles for Honeywell and Sony Corporation of America. Ms. Evanko served from February 2019 until January 2021 as an independent director of the Boards of Alliant Energy Corporation (NASDAQ: LNT) and its subsidiaries. Since January 2021, Ms. Evanko has served as an independent director of the Board of Parker-Hannifin Corporation (NYSE: PH).

The Board nominated Ms. Evanko to serve on our Board of Directors for the following reasons. In light of her current service at Chart and her prior service with Dover Corporation, Ms. Evanko brings to the Board extensive experience in management and operations of a multinational, diversified business, with significant experience in directing corporate strategy as well as conducting mergers and acquisitions. In her capacity as Chart’s CEO and President, and her prior service as CFO, she has gained valuable experience and familiarity with our day-to-day operations as well as customers, markets, products and services offerings, and the fundamental operations of our business, all of which enhance the knowledge of the Board.

LOGO

Director Since: 2023

Committee

Memberships:

• Audit

• Compensation

Andrew R. Cichocki

Age: 61

Mr. Cichocki served as Chief Operating Officer of Airgas, Inc. (“Airgas”) from 2016, and President of Airgas USA, LLC from 2014, until his retirement from those positions in October 2021. He was formerly Senior Vice President — Distribution Operations and Business Process Improvement at Airgas from 2011 until 2014. Prior to that, Mr. Cichocki was Division President — Process Gases and Chemicals at Airgas from 2008 until 2011, President — Airgas National Welders, Inc. (a subsidiary of Airgas USA, LLC) from 2003 until 2008, and Senior Vice President — Human Resources at Airgas from 2001 until 2003. From 1988 until 2001, Mr. Cichocki held various financial, mergers and acquisitions, and business process leadership positions at Airgas, including serving as Vice President — Corporate Development.

The Board nominated Mr. Cichocki to serve on our Board of Directors for the following reasons. Through his extensive experience in management and executive-level positions at Airgas, Mr. Cichocki has over 28 years of experience in the industrial, medical, and specialty gas industries. Mr. Cichocki brings to our Board a deep understanding of the industrial gas and associated products and services industries. Our Board has determined that Mr. Cichocki qualifies as a “financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K. In addition to his deep understanding of several industries important to our Company, he offers valuable perspectives on business leadership, finance and general management. The Board believes that Mr. Cichocki’s experience enhances the knowledge of the Board and provides useful insights to management.


18 - Chart Industries, Inc.		2024 Proxy Statement

LOGO

Director Since: 2021

Committee

Memberships:

• Audit

• Compensation

Paula M. Harris

Age: 60

Ms. Harris has a 33-year career in international oilfield services with SLB (formerly Schlumberger Limited). Ms. Harris initially worked in field operations offshore before progressing into leadership roles in training, sales and ultimately, in ESG positions. She most recently served as Director of Global Stewardship for SLB from 2015 until her retirement in June 2020. Ms. Harris led the development and implementation of metrics-based, cost-efficient ESG programs tailored to meet the local needs of stakeholders, employees, communities and customers. She was responsible for this program aiding the delivery of the long-term SLB sustainable development goals in carbon reduction, energy efficiency, increased green technology sales and increased female and minority employees. In October 2021, Ms. Harris became the Senior Vice President of Community and Foundation Executive Director for the Houston Astros. Ms. Harris currently serves on the boards of directors of Hunting PLC (LSE: HTG), a manufacturer and provider of downhole metal tools and components to the oil and gas industry, and Helix Energy Solutions Group, Inc. (NYSE: HLX), an international offshore energy services company.

The Board nominated Ms. Harris to serve on our Board of Directors for the following reasons. Ms. Harris brings to the Board substantial ESG experience, as well as operations, recruiting, training, diversity and inclusion, project management, financial and sales experience in the energy industry. Our Board has determined that Ms. Harris qualifies as a “financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K. The Board believes that Ms. Harris’ experience enhances the knowledge of the Board and provides useful insights to management.


Director Since: 2021 Committee Memberships: • Audit • Nominations and Corporate Governance (Chair)		Linda A. Harty Age: 63 Ms. Harty is a proven board member and has extensive broad-based experience across finance, accounting, treasury and tax in addition to strategy, capital allocation and mergers and acquisitions, all of which aligns well with our strategic direction. Ms. Harty previously served as Treasurer of Medtronic, a global company specializing in medical technology, services and solutions. Ms. Harty also served as Executive Vice President, Treasurer and Group Chief Financial Officer at Cardinal Health in Columbus, Ohio and has held financial leadership positions at RTM Restaurant Group, BellSouth (now AT&T), Conagra Brands and Kimberly-Clark. Ms. Harty previously served on the board of directors of Syneos Health (NASDAQ: SYNH) until March 2023. In addition to our Board, Ms. Harty currently serves on the board of directors of Parker Hannifin Corporation (NYSE: PH) and Wabtec Corporation (NYSE: WAB), where she is lead independent director.
		The Board nominated Ms. Harty to serve on our Board of Directors for the following reasons. Ms. Harty brings significant board and corporate governance experience and substantial finance, accounting, treasury, risk management and tax experience to the Board. Our Board has determined that Ms. Harty qualifies as a “financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K. The Board believes that Ms. Harty’s experience enhances the knowledge of the Board and provides useful insights to management.


2024 Proxy Statement		Chart Industries, Inc. - 19


Director Since: 2023 Committee Memberships: • Compensation • Nominations and Corporate Governance		Paul E. Mahoney Age: 60 Mr. Mahoney is President of the Production and Automation Technologies business at ChampionX (NASDAQ: CHX), a leading provider of production technologies for the upstream and midstream oil and gas markets, and has led the global artificial lift business since 2012. Mr. Mahoney’s career includes business development/engineering, management and executive leadership for technical solutions with industrial-based industries that are directly involved in energy production of energy-related materials. His areas of focus have been centered around delivering productivity through technology in mechanical or electrical forms for manufacturing and energy production businesses all around the world. Previously, Mr. Mahoney was president of Dover Artificial Lift, part of the Energy segment within Dover Corporation. He also served as Chief Operations Officer for Dover and as senior vice president of global sales and operations for Dover Artificial Lift. Before joining Dover Energy, Mr. Mahoney held a variety of sales and management roles at Emerson Electric Company, a global technology, software and engineering company, including vice president and general manager of the Analyzers Group, vice president, global sales and operations for the Analytical Group, and director of sales for the Process Automation Group.
		The Board nominated Mr. Mahoney to serve on our Board of Directors for the following reasons. In light of his current service at ChampionX and his prior service with Dover Artificial Lift, Mr. Mahoney brings to the Board extensive experience in management and operations of a multinational, diversified business, with significant experience in directing corporate strategy. In his capacity as President of the Production and Automation Technologies business, he has gained valuable experience with ChampionX. The Board believes that Mr. Mahoney’s experience enhances the knowledge of the Board and provides useful insights to management.


Director Since: 2019 Committee Memberships: • Nominations and Corporate Governance		Singleton B. McAllister Age: 72 Ms. McAllister is currently Counsel with Husch Blackwell, a law firm in Washington, DC, where she provides public policy, regulatory and government affairs counseling. Since 2018, Ms. McAllister has served as a director, and is currently lead independent director, of Anterix Inc. (NASDAQ: ATEX), a wireless communications company and a member of the proxy Board of Securitas Critical Infrastructure Services, Inc. She also serves as Vice Chair for the National Women’s History Museum. From 2001 until 2023, Ms. McAllister served as a director of Alliant Energy Corporation (NASDAQ: LNT), a public utility holding company, and was a director of United Rentals (NYSE: URI) from 2004 to 2018.
		The Board nominated Ms. McAllister to serve on our Board of Directors for the following reasons. Ms. McAllister brings substantial legal, risk management, corporate governance and government relations experience to the Board. She has significant experience on other public company boards and, through her position with the National Women’s History Museum, significant involvement with diversity and inclusion initiatives. The Board believes that Ms. McAllister’s experience enhances the knowledge of the Board and provides useful insights to management.


20 - Chart Industries, Inc.		2024 Proxy Statement

LOGO

Director Since: 2017

Committee

Memberships:

• Audit

• Compensation
(Chair)

Michael L. Molinini

Age: 73

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

The Board nominated Mr. Molinini to serve on our Board of Directors for the following reasons. Through his extensive experience in management and executive-level positions at Airgas and earlier at National Welders and Linde, Mr. Molinini has over 32 years of experience in the industrial, medical, and specialty gas industries. Mr. Molinini brings to our Board a deep understanding of the industrial gas and associated products and services industries. In addition to his deep understanding of several industries important to our Company, as a result of his experience serving as Chief Executive Officer, Chief Operating Officer, and director of a publicly traded company, he offers valuable perspectives on business leadership, finance and general management. Our Board has determined that Mr. Molinini qualifies as a “financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K. The Board believes Mr. Molinini’s experience enhances the knowledge of the Board and provides useful insights to management.

LOGO

Director Since: 2019

Committee

Memberships:

• Audit (Chair)

• Compensation

David M. Sagehorn

Age: 60

Mr. Sagehorn served as the Executive Vice President and Chief Financial Officer of Oshkosh Corporation, a global producer of specialty trucks, truck bodies, and access equipment used in the defense, construction, and services markets, from 2007 until 2020. Prior to his role as Executive Vice President and Chief Financial Officer of Oshkosh Corporation, Mr. Sagehorn served in various roles at Oshkosh, including as Director — Business Development, Vice President — Defense Segment Finance, Vice President — McNeilus Commercial Segment Finance, Vice President — Business Development and Vice President and Treasurer. He joined Oshkosh as Senior Manager — Mergers & Acquisitions, in 2000. In March 2022, Mr. Sagehorn was appointed as an independent director of AGCO Corporation (NYSE: AGCO), a manufacturer of farm equipment based in Duluth, Georgia.

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


2024 Proxy Statement		Chart Industries, Inc. - 21

LOGO

Director Since: 2023

Committee

Memberships:

• Compensation

• Nominations and
Corporate
Governance

Spencer S. Stiles

Age: 47

Mr. Stiles currently serves as a Group President of Stryker Corporation (NYSE: SYK), a global leader in Medical Technologies (“Stryker”). As Group President, Mr. Stiles oversees the Orthopaedics and Spine business and is also responsible for Europe, Middle East, Africa, Latin America and Canada. Stryker’s mergers and acquisitions function, global real estate function, and Digital, Robotics and Enabling Technologies also report into Mr. Stiles where he has been in this role since August 2019. Prior to his current position, he served as Group President, Neurotechnology, Instruments, and was responsible for worldwide performance across the Instruments, Neurovascular, Craniomaxillofacial and Spine operating divisions. Earlier in Mr. Stiles’ 24-year career in Medical Technologies, he served as a division President for both Stryker Instruments and Stryker Spine along with a variety of Marketing and Sales roles.

The Board nominated Mr. Stiles to serve on our Board of Directors for the following reasons. In light of his current service at Stryker, Mr. Stiles brings to the Board extensive experience in management and operations of a multinational, diversified business, with significant experience in directing corporate strategy as well as conducting mergers and acquisitions. In his capacity as Group President, he has gained valuable business leadership experience. The Board believes that Mr. Stiles’ experience enhances the knowledge of the Board and provides useful insights to management.

LOGO

Director Since: 2021

Committee

Memberships:

• Nominations and
Corporate
Governance

Roger A. Strauch

Age: 68

Mr. Strauch is Chairman of The Roda Group, a high technology venture capital development and investment firm focused on investment opportunities that address the consequences of climate change, stress on the Earth’s natural resources and the increased demand for low carbon energy. Mr. Strauch is the former Chairman of the Board of Directors of Cool Systems, the manufacturer of Game Ready, a medical physical therapy system, which was sold to Halyard Health in 2018. He was formerly Chief Executive Officer and Chairman of Ask Jeeves (now Ask.com) a leading search engine on the web. Prior to that, Mr. Strauch was a board member and Chief Executive Officer of Symmetricon (now known as Microsemi (NASDAQ: MSCS)), a public telecommunications equipment manufacturer, and prior to that was Chief Executive Officer and Chairman of TCSI Corp., a telecommunications software company. Mr. Strauch recently served as Chairman of the Board of Trustees for the Mathematical Sciences Research Institute in Berkeley. He is also a member of the Engineering Dean’s College Advisory Board of University of California at Berkeley.

The Board nominated Mr. Strauch to serve on our Board of Directors for the following reasons. Mr. Strauch brings substantial strategic and financial experience to the Board, as well as specific experience with clean technology, ESG and sustainability initiatives. The Board believes that Mr. Strauch’s experience enhances the knowledge of the Board and provides useful insights to management.


22 - Chart Industries, Inc.		2024 Proxy Statement

COMPENSATION COMMITTEE REPORT

Report of the Compensation Committee on Executive Compensation

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with the Company’s management. Based on that review and discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K and in the Company’s definitive proxy statement prepared in connection with its 2024 Annual Meeting of Stockholders.

Compensation Committee

Michael L. Molinini, Chairman

Andrew R. Cichocki

Paula M. Harris

Paul E. Mahoney

David M. Sagehorn

Spencer S. Stiles

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


2024 Proxy Statement		Chart Industries, Inc. - 23

COMPENSATION DISCUSSION AND ANALYSIS SUMMARY

Introduction

This Compensation Discussion and Analysis provides an overview of our business performance in 2023, highlights the key components and structure of our executive compensation program, discusses the principles underlying our compensation policies and procedures, and addresses other matters we believe explain and demonstrate our performance-based compensation philosophy. Since it describes our executive compensation program for 2023, this Compensation Discussion and Analysis does not address our business and financial results (other than the Fiscal 2023 Business Performance Highlights set out below), or our executive compensation for 2024 in its entirety. The Compensation Committee will consider such impacts when reviewing our 2024 executive compensation program and may align 2024 executive compensation with the current economic environment. Those 2024 executive compensation program decisions will be described in our proxy statement for next year’s annual meeting of stockholders.

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

2023 Named Executive Officers



Executive Officer		Position
Jillian C. Evanko		CEO and President
Joseph R. Brinkman		Vice President and Chief Financial Officer
Herbert G. Hotchkiss		Vice President, General Counsel and Secretary
Gerald F. Vinci		Vice President, CHRO
Joseph A. Belling		Chief Commercial Officer



The Compensation Discussion and Analysis is comprised of the following:	Where it can be found:
1. Executive Summary.		Pg. 25
2. Review of 2023 Say On Pay Advisory Vote.		Pg. 29
3. Compensation Philosophy.		Pg. 30
4. Benchmarking Methodology.		Pg. 30
5. 2023 Compensation Decisions.		Pg. 31
6. Elements of Compensation.		Pg. 32
7. Other Compensation Policies.		Pg. 38


24 - Chart Industries, Inc.		2024 Proxy Statement

EXECUTIVE AND DIRECTOR COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Strategy and Leadership.

In 2023, we continued to build on our strategy to focus on our design, engineering and manufacturing of process technologies and equipment for gas and liquid molecule handling, highlighted by the acquisition of Howden, a leading global provider of mission critical air and gas handling products and services (the “Howden Acquisition”), which significantly expands our offering of products and solutions across the Nexus of Clean^™ — clean power, clean water, clean food and clean industrials, regardless of the molecule. We continue to broaden our offerings of technology, equipment and services related to liquefied natural gas, hydrogen, biogas, carbon capture and storage (“CCUS”) and water treatment, among other applications. The Howden Acquisition also provides broader access to specialty products and markets and expands our aftermarket service and repair business as well as our access to ESG-linked end markets such as hydrogen, water treatment, CCUS, energy recovery and electrification. We remain committed to excellence in ESG issues both for our company as well as our customers.

Our management team, led by Jillian C. Evanko, our Chief Executive Officer (“CEO”) and President, Gerald F. Vinci, our Vice President, Chief Human Resources Officer (“CHRO”), Herbert G. Hotchkiss, our Vice President, General Counsel & Secretary (“General Counsel”), Joseph R. Brinkman, our Vice President and Chief Financial Officer (“CFO”) and Joseph A. Belling, our Chief Commercial Officer (“CCO”), their dedicated teams and the rest of the Chart organization, each continued to accelerate the Company’s clean energy strategy and execute on numerous divestitures and the closing and integration of the Howden Acquisition, as well as lead us in exceeding commercial and cost synergies for the Howden Acquisition, significant debt repayment and free cash flow initiatives resulting in a net leverage ratio of 3.35x, record orders and sales growth, record gross profit, backlog, reported gross margin and record operating income.

Fiscal 2023 Business Performance Highlights.

Operating Performance.

On March 17, 2023, we completed the Howden Acquisition. Results of operations include results of Howden from the date of acquisition and exclude Roots^™ (“Roots”) business financial results for our entire ownership period of March 17, 2023 through the divestiture date, August 18, 2023. Consolidated sales increased to a record $3,352.5 million in 2023 from $1,612.4 million in 2022, representing an increase of $1,740.1 million or 107.9%. The consolidated sales increase was bolstered by sales from the Howden Acquisition. Consolidated gross profit in 2023 increased by $633.0 million from $407.4 million to a record $1,040.4 million or 155.4% compared to 2022. Gross profit margin of 31.0% in 2023 increased from 25.3% in 2022.

Record order activity, mainly driven by the impact of the Howden Acquisition, contributed to record ending total backlog of $4,278.8 million as of December 31, 2023 compared to $2,338.1 million as of December 31, 2022, representing an increase of $1,940.7 million or 83.0%, 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 for the year ended December 31, 2023 of $4,140.2 million compared to $2,779.9 million for the year ended December 31, 2022 representing an increase of $1,360.3 million or 48.9%.

Strategic Initiatives

Strategic Transformation of Business Lines. In addition to the strategic Howden Acquisition, which closed on March 17, 2023, we completed the following divestures as part of our business line transformation:

•

The Roots business was sold to Ingersoll Rand for $300 million in cash, which closed on August 18, 2023.

•

The Cofimco Fans business was sold on October 31, 2023 to PX3 Partners for an $80 million purchase price.


2024 Proxy Statement		Chart Industries, Inc. - 25

•

The American Fans business was signed and closed on October 26, 2023 to Arcline Investment Management, L.P. for $111 million all-cash purchase price.

•

CryoDiffusion was sold to a confidential buyer for 4.15 million euros on October 31, 2023.

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

Focus on deleveraging. We have set a goal to hit our target net leverage ratio of 2.0x to 2.5x, while also continuing to invest in our business. We do not currently intend to pursue any material acquisitions nor share repurchases until the leverage target is met. We believe the combination with Howden to be highly synergistic. We have exceeded our first year estimated cost synergies target of $175, with first year synergies of $181.4 million. Likewise, we have exceeded our year three estimated commercial synergies target. We expect these synergies to help drive cash flow generation to help deleverage.

Innovative Solutions. Our engineering and product development activities are focused primarily on developing new and improved solutions and equipment for the users of cryogenic liquids, hydrocarbons and industrial gases across all industries served. Our engineering, technical, and marketing employees actively assist customers in specifying their needs and in determining appropriate products to meet those needs. Strong intellectual property and patent portfolio adds to Chart’s highly differentiated and difficult to replicate offering. As of December 31, 2023, we added 54 patents to our existing patent portfolio.

Both Chart and Howden have strong track records of new product development. For example, in hydrogen, Chart has recently released an onboard liquid hydrogen vehicle tank for heavy duty trucks that works with a variety of FCEVs, as well as an LH2 pump for fueling stations. Howden has recently released its CHS compressor, a new compact solution piston compressor (1 to 200 bar) optimized for Power-to-X applications, its C-85H compressor, a high rod load version of its largest piston compressor offering that extends its capabilities to large electrolyzers, and its WL Range Screw compressor, suitable for light gases.

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

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


26 - Chart Industries, Inc.		2024 Proxy Statement

Fiscal 2023 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 light of its significance to the business, the Compensation Committee took various actions in anticipation of and following closing of the Howden Acquisition in order to increase the performance elements of the compensation program and further align compensation to returns of stockholders:

•

The Compensation Committee approved compensation adjustments during the year. Initial adjustments, described below and in last year’s proxy statement, were effective January 2023. A second round of adjustments was approved following completion of the Howden Acquisition to account for new and expanded responsibilities among the leadership team.

•

Given initial uncertainty as to the timing of the closing of the Howden Acquisition, the Compensation Committee had set preliminary goals at the beginning of the year, with the expectation that such goals would be adjusted following close to reflect expectations for the combined organization. Consistent with its plan, the Compensation Committee increased performance metrics mid-year 2023 to account for Howden’s contribution to the Company’s financial results for the year. Additionally, the Compensation Committee substituted earnings before interest, taxes depreciation and amortization (“EBITDA”) for operating income as a metric under the short-term annual cash incentive (“STI”) Awards, as this was viewed as an enhanced measure of Company performance and consistent with how the Company and its stockholders evaluate the Company’s operating achievements.

•

The Compensation Committee increased the weight of the Free Cash Flow component of the STI Award metrics from 25% in 2022 to 35% in 2023, providing more balance between the three metrics of the STI Awards (45% for EBITDA, 35% for Free Cash Flow and 20% for Strategic and Operating Excellence Goals (“SOEG”)).

•

The Compensation Committee has continued to increase the objective, performance-based metrics on a year-over-year basis. For example, the threshold, target and maximum ROIC performance metrics for 2023 PSU grants of 9.8%, 11.8% and 14.8%.

Consistent with the performance-based philosophy that is the basis of our compensation program, the Company’s 2023 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:

•

The NEOs received 61.0% of target awards under the STI progam. Consistent with historical practice, the Compensation Committee set aggressive STI goals for 2023. The Company’s performance did not meet the threshold level for the free cash flow performance measure under the STI program and thus cash incentives were paid at 61.0% of target to the NEOs in 2023.

•

Continued practice of minimal and market-based base salary increases for NEOs. Ms. Evanko’s base salary remained flat in 2023, was not adjusted following the Howden Acquisition, and remains in a competitive range based on recent market analysis compiled by Pay Governance. The base salaries for the other NEOs were increased mid-year 2023 to maintain alignment with the Company’s compensation philosophy, the competitiveness of the Company’s compensation program and the added responsibilities as a result of the Howden Acquisition, all of which remain in a competitive market range. Ms. Evanko’s base salary continues to represent the smallest portion of her total compensation opportunity, as the Compensation Committee continues to believe that the substantial majority of Ms. Evanko’s compensation should be performance-based in alignment with stockholders.


2024 Proxy Statement		Chart Industries, Inc. - 27

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


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

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

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

Clawback Policies 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, and recently adopted our NYSE Clawback Policy, in accordance with new NYSE listing standards, in November 2023.		No Excessive Perks We do not pay excessive perks; our perks are modest, consisting solely of an automobile allowance.

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

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

Good Board Governance Practices We maintain a number of shareholder focused Board governance polices, including; (i) an independent Chair 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 stockholder rights plan and do not have a staggered Board. Furthermore, we have made great strides in increasing Board diversity, with diverse members consisting of 40% of the proposed Board slate.


28 - Chart Industries, Inc.		2024 Proxy Statement

2023 Compensation Program Overview. Our compensation program seeks to align executive officer compensation with stockholder value creation by both tying compensation to the achievement of measurable financial and long-term strategic business performance objectives, and incentivizing executives’ multi-year retention. Consistent with market practices, a substantial portion of each NEO’s total compensation for 2023 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’ 2023 long-term equity incentive (“LTI”) compensation largely depends on stockholder returns and business performance over time, and target LTI awards continue to comprise the largest portion of the CEO’s total compensation package.

As outlined below, in 2023 our NEOs received options, with value contingent on stock price performance; RSUs, with value contingent on continued employment and stock price performance; and performance units, with value contingent on a combination of the Company’s absolute return on average capital and achievement of operating income metrics. With the exception of base salary, the value of each component of the 2023 executive compensation program is at risk and tied to Company performance, stock price appreciation, or both.



2023 Executive Compensation Program

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

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

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

Review of 2023 Say on Pay Advisory Vote

At our 2023 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 90.4% of the total shares represented at the 2023 Annual Meeting were cast in favor of the compensation provided to our executive officers.


2024 Proxy Statement		Chart Industries, Inc. - 29

Compensation Philosophy

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

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

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

The Compensation Committee is responsible for overseeing the structural design and administration of our executive compensation program. The Compensation Committee believes that our program, while performance-based, is also appropriately structured to mitigate the undertaking of undue risks. Our program is structured so that the cash incentive component is the shorter-term component of a total compensation package that is balanced by longer-term equity components. The Compensation Committee retains discretion to adjust short-term cash incentive compensation in the event of an unanticipated or unearned outcome, which ensures that the Compensation Committee maintains appropriate control over our shorter-term performance-based compensation. Our long-term equity compensation is comprised of several different types of awards that are designed to align the interests of our executives with the long-term interests of our stockholders and the overall success of our Company, while providing sufficient retention benefits for our NEOs in times of market volatility. The Compensation Committee believes that granting different types of equity awards works to limit potential risks associated with the concentration of awards of any one particular type. The Compensation Committee also retains discretion to make adjustments in calculating Company performance under our performance-based equity awards for extraordinary, unusual or non-recurring events affecting the Company or a peer group company’s performance, to ensure that the performance-based equity awards are functioning appropriately to motivate and reward long-term growth and stockholder value. In addition, the Compensation Committee maintains clawback policies, including our recently-adopted NYSE Clawback Policy, which allow recoupment of incentive awards if our financial results are not properly reported and must be restated. For more information about our clawback policies, see the discussion on page 38.

Benchmarking Methodology

Our executive compensation is periodically benchmarked to be competitive with median based on the market data from a comparator group of companies. The Compensation Committee uses benchmarking to assess the competitiveness of our executives’ compensation relative to counterparts in similar companies and to evaluate the appropriateness of our compensation philosophy and strategy. However, benchmarking is not the sole factor considered when the Compensation Committee sets compensation. The Compensation Committee’s final

decisions on compensation take into consideration various other factors, including a mix of subjective factors, as described above. In consultation with Pay Governance, the Compensation Committee has considered several factors in developing our comparator group:

•

Comparability of size and scope, prioritizing those companies reasonably similar in terms of revenue and market capitalization;


30 - Chart Industries, Inc.		2024 Proxy Statement

•

Industry comparability, prioritizing those in the Industrial Machinery industry and adjacent sectors; and

•

Actual or potential business competitors and/or competitors for executive talent.

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

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

Following the Howden Acquisition, the Compensation Committee, with the assistance of Pay Governance, reviewed and updated the peer group, which was used to inform pay decisions for 2023 and 2024. See Appendix A for the list of companies comprising our 2024 Compensation Peer Group.

2023 Compensation Decisions

Overall, the Company’s performance-based, market-driven philosophy continued to drive our executive compensation decisions in 2023. As part of its annual process for determining executive compensation, in consultation with Pay Governance, the Compensation Committee evaluated and approved each component of our NEOs’ total target compensation (base salary, annual short-term incentive cash target opportunity and LTI target value). The Compensation Committee reviewed and considered Compensation Peer Group data presented at the 25th, median, and 75th percentiles for target total compensation as well as each component of compensation.

In addition to market data, the Compensation Committee took into consideration various objective and subjective performance factors, including Company performance, combined business unit operating performance, stockholder value, each individual’s responsibilities, skills, experience and contributions to the Company when determining executive compensation (see discussion under “Compensation Philosophy”). The Compensation Committee also considered the recommendations and input of our CEO when establishing target compensation for our other executives (see discussion under “Corporate Governance and Related Matters — Role of Executive Officers in Compensation Decisions”). In analyzing the compensation structure in 2022 and setting compensation for 2023, the Compensation Committee also considered:

•

the experience of the executive officers;

•

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

•

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.

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.


2024 Proxy Statement		Chart Industries, Inc. - 31

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

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 “2023 Compensation Decisions.” The chart below shows the overall mix of our NEOs’ 2023 target compensation, which is the sum of base salary, short-term annual cash incentive bonus (at target), and long-term incentives (at target).

2023 NEO Target Pay Mix*

LOGO

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

Base Salary. Base salary is a component of fixed compensation that is reviewed annually and adjusted if and when appropriate. Our NEOs’ base salaries are assessed by the Compensation Committee generally before or during the early part of the fiscal year for which the base salary will be effective. The Compensation Committee is responsible for setting the base salary of the CEO, and the Compensation Committee has sole discretion regarding approval or adjustment of any recommendation provided by the CEO with respect to any salary increase given to the other NEOs. In assessing our CEO’s base salary for 2023, as described in “Compensation Decisions” above, the Compensation Committee considered a blend of objective and subjective factors. The objective factors considered by the Compensation Committee included Company performance and the competitiveness of the CEO’s salary relative to a competitive range of base salaries, as established using market data from our Compensation Peer Group. The subjective factors considered by the Compensation Committee included: the CEO’s experience; her contributions to Chart’s financial performance; and, her leadership, effort, and responsibilities in determining and executing Chart’s short- and long-term strategic goals. Base salary decisions with respect to our other NEOs were approved by the Compensation Committee upon recommendation of the CEO. In making her recommendations to the Compensation Committee, the CEO, Ms. Evanko, considered a similar mix of objective and subjective factors, including: Company financial performance; the competitiveness

of each executive’s compensation relative to a competitive range of base salaries, as established using the market data from our Compensation Peer Group; and each executive’s individual experience, responsibilities, and contributions.

Our NEOs’ 2022 and year-end 2023 base salaries are listed below. As described above, initial salary adjustments were effective in January 2023, with additional adjustments approved in connection with the Howden Acquisition in consideration of the added responsibilities following close. Ms. Evanko’s base salary remained flat at $1,000,000, with adjustments from $410,303 to $455,000 for Mr. Hotchkiss, $410,358 to $455,000 for Mr. Vinci and $340,000 to $400,000 for Mr. Brinkman, to maintain alignment with the Company’s compensation philosophy,


32 - Chart Industries, Inc.		2024 Proxy Statement

the competitiveness of the Company’s compensation program and the added responsibilities as a result of the Howden Acquisition. Mr. Belling received an adjustment (from $350,200 to $450,000) due to his increased responsibilities and market data relating to his role as Chief Commercial Officer.



2023 Named Executive Officers

Executive Officer	Position	2023 Annualized Salary($)		2022 Annualized Salary($)
Jillian C. Evanko	CEO and President		1,000,000		1,000,000
Joseph R. Brinkman	Vice President and Chief Financial Officer		400,000		340,000
Herbert G. Hotchkiss	Vice President, General Counsel and Secretary		455,000		410,303
Gerald F. Vinci	Vice President, CHRO		455,000		410,358
Joseph A. Belling	Chief Commercial Officer		450,000		350,200

With respect to 2024 salary levels, the Compensation Committee increased the base salaries of Ms. Evanko from $1,000,000 to $1,100,000, Mr. Hotchkiss from $455,000 to $540,000, Mr. Vinci from $455,000 to $515,000 and Mr. Brinkman from $400,000 to $475,000, based on market data and input from its compensation consultant for the respective NEO positions. Mr. Belling’s 2024 base salary remained flat at $450,000 given the adjustment to his base salary in 2023.

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.

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 45. 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.

2023 STI Program. With regard to our short-term annual cash incentive program for 2023 NEO compensation (“2023 STI Program”), consistent with the Compensation Committee’s process in previous years, at the beginning of 2023, the Compensation Committee set each executive’s target incentive bonus opportunity, expressed as a percentage of base salary (the “Base Target”).

In determining actual payouts to NEO’s for 2023, as in prior years, the Compensation Committee determined 2023 consolidated 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.

The Compensation Committee revised the STI targets for 2023 in connection with the March 2023 closing of the Howden Acquisition to reflect the inclusion of Howden and to increase targets to reflect combined results. The Compensation Committee also replaced the previously used operating income metric with an EBITDA metric, which equals 45% of STI weight (operating income represented 55% of STI weight in 2022). The Compensation Committee believes the EBITDA metric enhances alignment with how the Company and its stockholders evaluate the Company’s operating achievements. Similarly, to best reflect the performance and focus of the Company’s business and operations, the Compensation Committee again used a consolidated free cash flow performance metric, and increased this metric to 35% of STI weight in 2023 from 25% of STI weight in 2022, given the importance of debt paydown. Finally, the use of SOEG metrics (which represent 20% of STI weight) are intended to motivate individuals to drive annual results that align with the Company’s strategic operational goals (including ESG-related goals, as discussed elsewhere herein, which represent 25% of the SOEG metrics), and allow the


2024 Proxy Statement		Chart Industries, Inc. - 33

Compensation Committee to reward employees for certain qualitative factors that contributed to the achievement of our strategic business goals.

The 2023 STI Program continued 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. No STI award is paid if threshold performance is not achieved. The 2023 STI Program’s financial metrics (after adjusting EBITDA and consolidated free cash flow targets to increase the target performance metrics to reflect significant revenues in 2023 from large LNG projects) and SOEG performance metrics, the weight of each metric, and the threshold, target and maximum performance levels are listed in the table below:



Financial Performance Metrics	Threshold (50%)	Target (100%)	Maximum (200%)
EBITDA, as adjusted (weight 45%)	$554.8 million	$792.5 million	$951.0 million
Consolidated Free Cash Flow (weight 35%)	$180.2 million	$257.4 million	$308.9 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 2023, with threshold performance targets set at a midpoint of what the Company considered acceptable performance when the targets were set.

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

Consistent with the Company’s commitment to its Nexus of Clean^™ program and its emphasis on global responsibility and ESG initiatives, in 2023, ESG-related goals represented 25% of the SOEG metric for each NEO and are measurable related to reduction of greenhouse gas (“GHG”) emissions.

2023 STI Program Results. In determining annual incentive awards for 2023, the Compensation Committee determined the extent of our performance under the Bonus Pool EBITDA and consolidated free cash flow performance metrics and whether and to what extent each of the financial and SOEG performance metrics were satisfied for 2023. As described above, the Compensation Committee then adjusted upward the EBITDA and consolidated 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 2023, 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


34 - Chart Industries, Inc.		2024 Proxy Statement

and restructuring programs; and (iv) any extraordinary, unusual, non-recurring or non-cash items. As discussed earlier, the Compensation Committee adjusted the targets to account for the Howden Acquisition. The adjusted results for our 2023 financial performance metrics were as follows:



Financial Performance Metrics	Actual Result		% of Target Achieved
EBITDA, as adjusted (weight 45%)	$	718.2 million		90.6%
Consolidated Free Cash Flow (weight 35%)	$	90.1 million		35.0%

With respect to 2023 performance, the Company achieved threshold performance for EBITDA (representing 41.0% of the STI payout) but did not achieve the threshold level for consolidated free cash flow (and thus no payout for this metric). When determining the amount payable to non-director NEOs for achievement of SOEG goals, the Compensation Committee considers each NEO’s individual performance relative to his or her personal SOEG metric, and the recommendation of the CEO with regard to performance of other NEOs. The CEO’s SOEG performance is determined by the Compensation Committee and the independent members of the Board based on their assessment of the CEO’s performance relative to the CEO’s SOEG goal. Each of the NEOs achieved their SOEG goals (representing 20.0% of the STI payout). Thus, the total payout under the STI was 61.0% of target. 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 2023.



	Annual Incentive Threshold(1)					Annual Incentive Target					Annual Incentive Maximum					Actual 2023 Annual Incentive Payout

	% of Base Salary			Amount ($)		% of Base Salary			Amount ($)		% of Base Salary			Amount ($)		% of Base Salary			Amount ($)
Jillian C. Evanko		48	%	$	480,000		120	%	$	1,200,000		216	%	$	2,160,000		73	%	$	732,000
Joseph R. Brinkman		28	%	$	112,000		70	%	$	280,000		126	%	$	504,000		43	%		170,800
Herbert G. Hotchkiss		28	%	$	127,400		70	%	$	318,500		126	%	$	573,300		43	%		194,285
Gerald F. Vinci		28	%	$	127,400		70	%	$	318,500		126	%	$	573,300		43	%		194,285
Joseph A. Belling		28	%	$	126,000		70	%	$	315,000		126	%	$	567,000		43	%		192,150

(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.

Ms. Evanko’s annual incentive target for 2024 has been increased from 120% of her base salary to 135% of her base salary based on market data. Messrs. Brinkman, Hotchkiss, Vinci and Belling’s annual incentive targets for 2024 remain unchanged.

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

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


2024 Proxy Statement		Chart Industries, Inc. - 35

In 2023, our NEOs received LTI awards comprised of a mix of stock options, RSUs and PSUs. Consistent with its goal of providing competitive market-based compensation, the Company’s target total compensation mix approximates median in the overall blend of LTI and short-term cash compensation. The Compensation Committee made awards with target LTI compensation levels approximating percentages of each continuing NEO’s base salary as follows:



	2023 Annualized Base Salary($)(1)		Target LTI Value as % of Base Salary(2)			Target LTI Value($)
Jillian C. Evanko		$1,000,000		431	%		$4,310,000
Joseph R. Brinkman		$ 400,000		100	%		$ 400,000
Herbert G. Hotchkiss		$ 455,000		100	%		$ 455,000
Gerald F. Vinci		$ 455,000		100	%		$ 455,000
Joseph A. Belling		$ 450,000		100	%		$ 450,000

(1)

Annualized Base Salary is calculated based on the base salary for the executive as of the end of the 2023 fiscal year. All of the NEOs (other than Ms. Evanko) received mid-year adjustments to their base salaries following the closing of the Howden Acquisition. For the actual base salary earned by the executive for 2023, please see the “2023 Summary Compensation Table.”

(2)

Based on market data, LTI targets for the NEOs for 2024 have been adjusted, as a percentage of base salary, as follows: Ms. Evanko, 538% in 2024 from 431% in 2023; Mr. Brinkman, 150% in 2024 from 100% in 2023; Mr. Hotchkiss, 200% in 2024 from 100% in 2023; and Mr. Vinci, 175% in 2024 from 100% in 2023. Mr. Belling’s LTI target for 2024 remains constant at 100% of his base salary.

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 2023 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 executive’s long-term compensation package at varying grant levels relative to market data from our Compensation Peer Group, the impact of changes in the stock price, stockholder value, and individuals’ responsibilities, skills, pay history, experience and contributions to the Company.

The target long-term incentive mix for NEOs in 2023 remained 30% options, 30% RSUs and 40% PSUs. This mix of awards going forward will also be used for fiscal 2024.

The following paragraphs further describe the LTI compensation awarded to our executive officers under the Chart Industries, Inc. 2017 Omnibus Equity Plan (the “2017 Omnibus Equity Plan”) in 2023.

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

In our 2023 fiscal year, on January 3, 2023, we awarded the following number of non-qualified stock options to our NEOs at an exercise price of $114.93 per share: (i) Ms. Evanko, 17,370, (ii) Mr. Brinkman, 1,500, (iii) Mr. Hotchkiss, 1,730, (iv) Mr. Vinci, 1,730 and (v) Mr. Belling, 1,450.

For a description of grant date fair values related to stock options granted to our NEOs in 2023, and related valuation assumptions, see note 4 to the 2023 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


36 - Chart Industries, Inc.		2024 Proxy Statement

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 2023 fiscal year, on January 3, 2023, we granted the following number of performance units to our NEOs (reflecting performance at 100% target): (i) Ms. Evanko, 13,100, (ii) Mr. Brinkman, 1,130, (iii) Mr. Hotchkiss, 1,310, (iv) Mr. Vinci, 1,310 and (v) Mr. Belling, 1,090.

PSU awards are an important component of our long-term equity incentive awards because their value is not based on stock price alone. The 2023 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 2023 may be earned in a range between 50%, 100% and 240% 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 2023 performance period were 9.8%, 11.8%, and 14.8%, 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 2023, PSU awards also contained a Total Shareholder Return (TSR) modifier, which may adjust the potential payout by ±20%, depending upon the Company’s TSR relative to the TSR peer group, as summarized below. However, no upward adjustment to the potential payout may be made unless the Company’s TSR over the performance period is greater than zero.


Comparative TSR Achieved		TSR Modifier
≤ 25th percentile		0.8x
50th percentile		1.0x
≥ 75th percentile and Company TSR >0%		1.2x

For a description of the grant date fair values related to performance units granted to our executive officers in 2023, as well as related valuation assumptions, see the 2023 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 a period of three years, beginning on the first anniversary of the grant date. RSUs were granted in 2023 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 2023 fiscal year, on January 3, 2023, the Compensation Committee approved grants of the following number of RSUs to our NEOs: (i) Ms. Evanko, 9,820 three-year RSUs, (ii) Mr. Brinkman, 850 three-year RSUs, (iii) Mr. Hotchkiss, 980 three-year RSUs, (iv) Mr. Vinci, 980 three-year RSUs and (v) Mr. Belling, 820 three-year RSUs.


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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 2023, the Deferred Income Plan resulted in the following Company matching and profit sharing contributions for certain of our NEOs: (i) Ms. Evanko, $40,000, (ii) Mr. Brinkman, $6,236, (iii) Mr. Hotchkiss, $10,048, (iv) Mr. Vinci, $10,050 and (v) Mr. Belling, $7,947. Based on elections made by our executive officers for 2024, we expect that the Deferred Income Plan will result in the following Company matching and profit sharing contributions for our executive officers for 2024: (i) Ms. Evanko, $30,200, (ii) Mr. Brinkman, $5,200, (iii) Mr. Hotchkiss, $7,800 and (iv) Mr. Vinci, $6,800. 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 2024 amounts may vary from the amounts presented above.

The terms of our Deferred Income Plan are described beginning on page 52 in the 2023 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 five times their annual cash retainer. The stock ownership guideline for our directors was increased from four times their annual cash retainer to five times their annual cash retainer effective January 1, 2024. Executives who do not meet the guidelines are expected to satisfy them within five years, and directors are expected to meet the guidelines within four years of becoming a member of the Board. As of March 28, 2024, each NEO had satisfied our stock ownership guidelines and all of our directors meet or are on track to meet the ownership guidelines within 48 months of their tenure on our Board.

Clawback Policies. 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. In addition, effective November 29, 2023, the Compensation Committee adopted the NYSE Clawback Policy that provides for the recovery of certain incentive-based compensation in the event of an Accounting Restatement (as defined in the NYSE Clawback Policy) in accordance with new NYSE listing standards.

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


38 - Chart Industries, Inc.		2024 Proxy Statement

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 American Rescue Plan Act of 2021 expands 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 2023, 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. In 2023, the Company also entered into a letter agreement with Mr. Belling that contains a severance provision. More information about these agreements is provided in the sections “Employment Agreements, Severance Agreement and Letter Agreement” and “Other Potential Post-Employment Payments.”


2024 Proxy Statement		Chart Industries, Inc. - 39

2023 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 2023, 2022 and 2021.



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)		2023		$	1,000,000		$	—		$	2,634,196		$	992,696		$	732,000		$ 65,200		$	5,424,092
		2022			1,000,000			—			2,630,332			882,595		$	570,000		51,715			5,134,642
		2021			950,000			—			3,431,522			1,227,509			—		55,991			5,665,022

Joseph R. Brinkman (Vice President and Chief Financial Officer)		2023		$	389,006		$	—		$	227,562		$	85,725		$	170,800		$ 18,974		$	892,067
		2022			340,000			—			1,119,872			48,658			96,900		13,600			1,619,030
		2021			252,246			—			235,636			32,880			—		14,727			535,489

Herbert G. Hotchkiss (Vice President, General Counsel and Secretary)		2023		$	444,769		$	—		$	263,189		$	98,870		$	194,285		$ 32,848		$	1,033,961
		2022			410,303			—			665,477			83,799			136,426		25,679			1,321,684
		2021			398,353			—			397,857			142,479			—		35,606			974,295

Gerald F. Vinci (Vice President, Chief Human Resources Officer)		2023		$	444,794		$	—		$	263,189		$	98,870		$	194,285		$ 29,873		$	1,031,011
		2022			410,358			—			1,016,581			83,799			136,444		23,082			1,670,264
		2021			398,406			—			397,857			143,001			—		35,325			974,589

Joseph A. Belling (Chief Commercial Officer)		2023 2022		$	412,222 350,200		$	— —		$	219,517 839,322		$	82,868 71,635		$	192,150 116,441		$ 30,581 21,584		$	937,338 1,399,182
Joseph A. Belling (Chief Commercial Officer)		2021			340,000			1,000			355,934			85,070			—		20,945			802,949

(1)

Ms. Evanko received an increase to her base salary for 2022 but did not receive an increase to her base salary for 2023. Mr. Brinkman received increases to his base salary for 2023 and 2022. Mr. Hotchkiss received increases to his base salary for 2023, 2022 and 2021. Mr. Vinci received increases to his base salary for 2023, 2022 and 2021. Mr. Belling received increases to his base salary for 2023 and 2022. In June 2023, Mr. Brinkman’s base salary was increased from $374,000 to $400,000, Mr. Hotchkiss’ base salary was increased from $430,817 to $455,000, Mr. Vinci’s base salary was increased from $430,875 to $455,000 and Mr. Belling’s base salary was increased from $360,706 to $450,000.

(2)	For Mr. Belling, the “Bonus” amount for 2021 represents an additional bonus.

(3)

“Stock Awards” consists of PSU awards and RSU awards. Each 2023, 2022 and 2021 award was granted under our 2017 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 240% of the award amount. The PSU awards vest based on a measure of return on investment and a combination of return on investment and operating income metrics. The 2021 awards are measured over a performance period ending December 31, 2023, the 2022 awards are measured over a performance period ending December 31, 2024 and the 2023 awards are measured over a performance period ending December 31, 2025. The RSU awards, which were granted to NEOs in 2021, 2022, and 2023, vest ratably over either three- or five-year periods from the date of grant, as more fully described herein.

The dollar values shown in the Stock Awards column above represent the aggregate grant date fair value of PSU awards and RSU awards, in each case as calculated in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718, “Compensation — Stock Compensation.” For the PSU awards, grant date fair value was calculated using the closing stock price on the date of grant ($118.41 on January 4, 2021, $153.81 on January 3, 2022 and $114.93 on January 3, 2023). Grant date fair value for the RSU awards was calculated using the closing stock price on the date of grant ($118.41 on January 4, 2021, $153.81 on January 3, 2022 and $114.93 on January 3, 2023). The grant date fair value of the PSU awards reflects the relative TSR provisions of such awards and assumes that target performance is achieved and that vesting occurs at the 100% level. See the following tables for the award grant date fair value if maximum


40 - Chart Industries, Inc.		2024 Proxy Statement

performance levels are achieved, with PSU awards vesting at the 240% level for awards granted in 2023, 2022 and 2021.



	Performance Units

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

Jillian C. Evanko		1/3/2023		13,100	$	3,613,399

		1/3/2022		9,370	$	3,458,879

		1/4/2021		16,560	$	4,706,087

Joseph R. Brinkman		1/3/2023		1,130	$	311,690

		1/3/2022		510	$	188,263

		1/4/2021		450	$	127,883

Herbert G. Hotchkiss		1/3/2023		1,310	$	361,340

		1/3/2022		890	$	328,538

		1/4/2021		1,920	$	545,633

Gerald F. Vinci		1/3/2023		1,310	$	361,340

		1/3/2022		890	$	328,538

		1/4/2021		1,920	$	545,633

Joseph A. Belling		1/3/2023		1,090	$	300,657

		1/3/2022		760	$	280,549

		1/4/2021		1,150	$	326,812

(a)

The 2021 PSU awards granted on January 4, 2021 vested at 102.8%. 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)

2023, 2022 and 2021 stock option awards were granted pursuant to our 2017 Omnibus Equity Plan. The fair values of stock option awards granted in 2022 and 2021 have been updated from the prior year’s Summary Compensation Table to reflect fair values of $67.58 for stock option awards in 2022 and $52.19 for stock option awards in 2021. Stock option awards become exercisable annually and ratably over four years after the date of grant. Each NEO employed by the Company on January 3, 2023, January 3, 2022 and January 4, 2021, respectively, received a stock option award on that date. 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 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.

•

The fair value of the options granted on January 3, 2022 was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: risk-free interest rate of 1.32 percent; dividend yields of 0.0 percent; volatility factor of expected market price of our Common Stock of 51.24 percent; and a weighted average expected life of 4.70 years for the options.

•

The fair value of the options granted on January 3, 2023 was estimated using the Black-Scholes option pricing model with the following weighted average assumptions: risk-free interest rate of 3.98 percent; dividend yields of 0.0 percent; volatility factor of the expected market price of our Common Stock of 54.66 percent; and a weighted average expected life of 4.70 years for the options.


2024 Proxy Statement		Chart Industries, Inc. - 41

(5)

Reflects amounts of non-equity incentive compensation earned under the Cash Incentive Plan in 2021, 2022, and 2023. The Compensation Committee determined that (i) no STI awards were made for 2021 in light of our financial and strategic performance, (ii) our financial and strategic performance in 2022 achieved a weighted level of 47.5% of our 2022 performance measures and (iii) our financial and strategic performance in 2023 achieved a weighted level of 61.0% of our 2023 performance measures. As discussed in “Elements of Compensation — Annual Short-Term Cash Incentive Award,” in 2021, 2022, and 2023, 20% of each NEO’s 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 ($)		Total ($)

Jillian C. Evanko		2023	$	12,000	$	53,200	$	—	$	65,200

		2022		12,000		39,715		—		51,715

		2021		12,000		43,991		—		55,991

Joseph R. Brinkman		2023	$	—	$	18,974	$	—	$	18,974

		2022		—		13,600		—		13,600

		2021		—		14,727		—		14,727
Herbert G. Hotchkiss		2023	$	9,600	$	23,248	$	—	$	32,848

		2022		9,600		16,079		—		25,679

		2021		9,600		26,006		—		35,606

Gerald F. Vinci		2023	$	9,600	$	20,273	$	—	$	29,873

		2022		9,600		13,482		—		23,082

		2021		9,600		25,725		—		35,325

Joseph A. Belling		2023	$	9,750	$	20,884	$	—	$	30,581

		2022		9,750		11,834		—		21,584

		2021		9,750		11,195		—		20,945

(a)

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

(b)

Includes 401(k) plan matching and other contributions made by the Company for each NEO. The Company’s contributions in 2023 under the Deferred Income Plan were $40,000, $6,236, $10,048, $10,050 and $7,947 for Ms. Evanko, Mr. Brinkman, Mr. Hotchkiss, Mr. Vinci and Mr. Belling, respectively. See the 2023 Nonqualified Deferred Compensation Table for more information about each NEO’s Deferred Income Plan contributions. The Company’s contributions in 2023 under the 401(k) plan were $13,200, $12,738, $13,200, $10,223 and $12,884 for Ms. Evanko, Mr. Brinkman, Mr. Hotchkiss, Mr. Vinci and Mr. Belling, respectively.


42 - Chart Industries, Inc.		2024 Proxy Statement

2023 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 2023 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 ($/Sh)		Grant Date Fair Value of Stock and Option Awards(2)
Name	Grant Date			Threshold ($)		Target ($)		Maximum ($)		Threshold (#)		Target (#)		Maximum (#)						Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards(2)

Jillian C. Evanko		1/3/2023	(3)								6,500		13,100		31,440							$	1,505,583
		1/3/2023	(4)														9,820						1,128,613
		1/3/2023	(5)																17,370	$	114.93		992,696
					—	$	1,200,000	$	2,160,000

Joseph R. Brinkman		1/3/2023	(3)								565		1,130		2,712							$	129,871
		1/3/2023	(4)														850						97,691
		1/3/2023	(5)																1,500	$	114.93		85,725
					—	$	280,000	$	352,800

Herbert G. Hotchkiss		1/3/2023	(3)								655		1,310		3,144							$	150,558
		1/3/2023	(4)														980						112,631
		1/3/2023	(5)																1,730	$	114.93		98,870
					—	$	318,500	$	401,310

Gerald F. Vinci		1/3/2023	(3)								655		1,310		3,144							$	150,558
		1/3/2023	(4)														980						112,631
		1/3/2023	(5)																1,730	$	114.93		98,870
					—	$	318,500	$	410,310

Joseph A. Belling		1/3/2023	(3)								545		1,090		2,616							$	125,274
		1/3/2023	(4)														820						94,243
		1/3/2023	(5)																1,450	$	114.93		82,868
					—	$	315,000	$	396,900

(1)

These columns show the potential payouts for each NEO based on performance goals set in the first quarter of 2023 under the Cash Incentive Plan for fiscal year 2023. Detail regarding the actual award payouts for 2023 under the Cash Incentive Plan is reported in the 2023 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 2017 Omnibus Equity Plan. Detail regarding the PSU awards is reported in the 2023 Summary Compensation Table and is included in the Compensation Discussion and Analysis.

(4)	RSU awards granted pursuant to the 2017 Omnibus Equity Plan. Detail regarding the RSU awards is reported in the 2023 Summary Compensation Table and is included in the Compensation Discussion and Analysis.

(5)	Nonqualified stock options granted pursuant to the 2017 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 and Letter 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”) and a letter agreement with Mr. Belling (the “Letter Agreement”).


2024 Proxy Statement		Chart Industries, Inc. - 43

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 Company’s 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 Company’s 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 2023 were as follows: (i) Ms. Evanko, $1,000; (ii) Mr. Hotchkiss, $800 and (iii) Mr. Vinci, $800.

Separately, Mr. Belling has a monthly automobile allowance of $813. Mr. Brinkman does not have an automobile allowance.

The 2023 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 executive’s 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 Company’s 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 2023 Base Targets for Ms. Evanko, Mr. Hotchkiss and Mr. Vinci, as well as 2023 Base Targets for Mr. Brinkman and Mr. Belling, 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 individual’s base salary plus target Annual Bonus, and other benefits, and are effective for termination of employment (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. Evanko’s 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.


44 - Chart Industries, Inc.		2024 Proxy Statement

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 officer’s 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 Company’s 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 Company’s 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 executive’s 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 Letter Agreement, Mr. Belling is required to comply with certain restrictive covenants for twelve months following the date of termination. During such time, Mr. Belling 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.

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 2023, the Compensation Committee applied financial (EBITDA 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


2024 Proxy Statement		Chart Industries, Inc. - 45

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 participant’s 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. 2017 Omnibus Equity Plan and the Chart Industries, Inc. Amended and Restated 2009 Omnibus Equity Plan. The 2017 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 2017 Omnibus Equity Plan replaced our 2009 Omnibus Plan as the source of ongoing equity compensation awards. The purpose of the 2017 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 2017 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 28, 2023,

•

there were 695,368 shares reserved for issuance and 397,651 shares available for future awards under the 2017 Omnibus Equity Plan; and

•

there were 25,090 shares reserved for issuance under the 2009 Omnibus Plan.

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 2017 Omnibus Equity Plan and the 2009 Omnibus Plan of December 31, 2023, see “Equity Compensation Plan Information.”

The 2017 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 2017 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 2017 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


46 - Chart Industries, Inc.		2024 Proxy Statement

2023 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, 2023.



	Option Awards(1)										Stock Awards

Name	Number of Securities Underlying Unexercised Options(#) Exercisable			Number of Securities Underlying Unexercised Options(#) Unexercisable			Option Exercise Price ($)		Option Expiration Date		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested($)(21)

Jillian C. Evanko		12,320	(2)		—	(2)	$	40.32		2/13/2027
		16,570	(3)		—	(3)	$	48.39		1/2/2028
		6,980	(4)		—	(4)	$	64.69		7/9/2028
		24,390	(5)		—	(5)	$	65.95		1/2/2029
		24,195	(6)		8,065	(6)	$	68.80		1/2/2030
		11,760	(7)		11,760	(7)	$	118.41		1/4/2031
												4,141	(8)		564,543
												16,560	(9)		2,257,625
		3,265	(10)		9,795	(12)	$	153.81		1/3/2032
												4,686	(11)		638,842
												9,370	(12)		1,277,412
		—	(13)		17,370	(13)	$	114.93		1/3/2033
												9,820	(14)		1,338,761
												13,100	(15)		1,785,923

Joseph R. Brinkman		548	(3)		—	(3)	$	48.39		1/2/2028
		815	(5)		—	(5)	$	65.95		1/2/2029
		920	(6)		460	(6)	$	68.80		1/2/2030
		315	(7)		315	(7)	$	118.41		1/4/2031
												1,321	(8)		180,092
												450	(9)		61,349
		180	(10)		540	(10)	$	153.81		1/3/2032
												254	(11)		34,628
												3,256	(11)		443,890
												510	(12)		69,528
												1,730	(16)		235,851
		—	(13)		1,500	(13)	$	114.93		1/3/2033
												850	(14)		115,881
												1,130	(15)		154,053

Herbert G. Hotchkiss		5,290	(17)		—	(17)	$	87.29		3/5/2029
		3,113	(6)		1,037	(6)	$	68.80		1/2/2030
		1,365	(7)		1,365	(7)	$	118.41		1/4/2031
												481	(8)		65,575
												1,920	(9)		261,754
		310	(10)		930	(10)	$	153.41		1/3/2032
												440	(11)		59,985
												2,168	(11)		295,563
												890	(12)		121,334
		—	(13)		1,730	(13)	$	114.93		1/3/2033
												980	(14)		133,603
												1,310	(15)		178,593

Gerald F. Vinci		11,180	(18)		—	(18)	$	36.93		1/3/2027
		7,130	(3)		—	(3)	$	48.39		1/2/2028
		3,350	(5)		—	(5)	$	65.95		1/2/2029
		3,113	(6)		1,037	(6)	$	68.80		1/2/2030


48 - Chart Industries, Inc.		2024 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 ($)		Option Expiration Date		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(#)			Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested($)(21)
		1,370	(7)		1,370	(7)	$	118.41		1/4/2031
												481	(8)		65,575
												1,920	(9)		261,754
		310	(10)		930	(10)	$	153.81		1/3/2032
												440	(11)		59,985
												2,168	(11)		295,563
												890	(12)		121,334
												1,730	(19)		235,851
		—	(13)		1,730	(13)	$	114.93		1/3/2033
												980	(14)		133,603
												1,310	(15)		178,593

Joseph A. Belling		1,290	(5)		—	(5)	$	65.95		1/2/2029
		1,793	(6)		597	(6)	$	68.80		1/2/2030
		815	(7)		815	(7)	$	118.41		1/4/2031
												287	(8)		39,127
												1,150	(9)		156,780
												760	(20)		103,611
		265	(10)		795	(10)	$	153.81		1/3/2032
												380	(11)		51,805
												3,256	(11)		443,890
												760	(12)		103,611
		—	(13)		1,450	(13)	$	114.93		1/3/2033
												820	(14)		111,791
												1,090	(15)		148,600

(1)	The securities underlying options granted in 2021, 2022 and 2023 are also included in the aggregate grant date fair value in the “Option Awards” column of the 2023 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 2017 Omnibus Equity Plan and vested annually in equal installments over four years.

(4)	The securities underlying these options represent options granted on July 9, 2018 under the 2017 Omnibus Equity Plan and vested annually in equal installments over four years.

(5)	The securities underlying these options represent options granted on January 2, 2019 under the 2017 Omnibus Equity Plan and vested annually in equal installments over four years.

(6)	The securities underlying these options represent options granted on January 2, 2020 under the 2017 Omnibus Equity Plan and vest annually in equal installments over four years based on continued service.

(7)	The securities underlying these options represent options granted on January 4, 2021 under the 2017 Omnibus Equity Plan and vest annually in equal installments over four years based on continued service.

(8)	These RSUs were granted on January 4, 2021 pursuant to the 2017 Omnibus Equity Plan. Detail regarding the RSUs is reported in the 2023 Summary Compensation Table and the Compensation Discussion and Analysis.

(9)

These performance units were granted on January 4, 2021 pursuant to the 2017 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 2023 Summary Compensation Table and the Compensation Discussion and Analysis.


2024 Proxy Statement		Chart Industries, Inc. - 49

(10)	The securities underlying these options represent options granted on January 3, 2022 under the 2017 Omnibus Equity Plan and vest annually in equal installments over four years based on continued service.

(11)	These RSUs were granted on January 3, 2022 pursuant to the 2017 Omnibus Equity Plan. Detail regarding the RSUs is reported in the 2023 Summary Compensation Table and the Compensation Discussion and Analysis.

(12)

These performance units were granted on January 3, 2022 pursuant to the 2017 Omnibus Equity Plan. The number and value of the PSU award granted on January 3, 2022 is shown in the table at target level. Detail regarding the PSU awards is reported in the 2023 Summary Compensation Table and the Compensation Discussion and Analysis.

(13)	The securities underlying these options represent options granted on January 3, 2023 under the 2017 Omnibus Equity Plan and vest annually in equal installments over four years based on continued service.

(14)	These RSUs were granted on January 3, 2023 pursuant to the 2017 Omnibus Equity Plan. Detail regarding the RSUs is reported in the 2023 Summary Compensation Table and the Compensation Discussion and Analysis.

(15)

These performance units were granted on January 3, 2023 pursuant to the 2017 Omnibus Equity Plan. The number and value of the PSU award granted on January 3, 2023 is shown in the table at target level. Detail regarding the PSU awards is reported in the 2023 Summary Compensation Table and the Compensation Discussion and Analysis.

(16)	These RSUs were granted on August 24, 2022 pursuant to the 2017 Omnibus Equity Plan.

(17)	The securities underlying these options represent options granted on March 5, 2019 under the 2017 Omnibus Equity Plan and vested annually in equal installments over four years.

(18)	The securities underlying these options represent options granted on January 3, 2017 under the 2017 Omnibus Equity Plan and vested annually in equal installments over four years.

(19)	These RSUs were granted on August 24, 2022 pursuant to the 2017 Omnibus Equity Plan. Detail regarding the RSUs is reported in the 2023 Summary Compensation Table and the Compensation Discussion and Analysis.

(20)	These RSUs were granted on February 16, 2021 pursuant to the 2017 Omnibus Equity Plan. Detail regarding the RSUs is reported in the 2023 Summary Compensation Table and the Compensation Discussion and Analysis.

(21)	Calculated based on a December 29, 2023 closing price of $136.33 per share.


50 - Chart Industries, Inc.		2024 Proxy Statement

2023 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 2023.



	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		—		—		28,717	$	3,646,100

Joseph R. Brinkman		—		—		1,244	$	143,422

Herbert G. Hotchkiss		—		—		4,099	$	515,314

Gerald F. Vinci		—		—		4,099	$	515,314

Joseph A. Belling		—		—		2,943	$	363,833

(1)

Stock awards includes shares acquired due to the vesting of one-third of RSU awards granted January 2, 2020, January 4, 2021 and January 3, 2022, and the vesting of performance units granted January 2, 2020 for Ms. Evanko; the vesting of one-third of RSU awards granted January 2, 2020, January 4, 2021 and January 3, 2022, and the vesting of one-fifth of an RSU award granted January 3, 2022 for Mr. Brinkman; the vesting of one-third of RSU awards granted January 2, 2020, January 4, 2021 and January 3, 2022, the vesting of one-fifth of an RSU award granted January 3, 2022, and the vesting of performance units granted January 2, 2020 for Mr. Hotchkiss; the vesting of one-third of RSU awards granted January 2, 2020, January 4, 2021 and January 3, 2022, the vesting of one-fifth of an RSU award granted January 3, 2022, and the vesting of performance units granted January 2, 2020 for Mr. Vinci; and the vesting of one-third of RSU awards granted January 2, 2020, January 4, 2021 and January 3, 2022, the vesting of one-fifth of an RSU award granted January 3, 2022, and the vesting of performance units granted January 2, 2020 for Mr. Belling, respectively. The grant date fair value for each award was calculated using the closing stock price on the date of vesting.


2024 Proxy Statement		Chart Industries, Inc. - 51

2023 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 2023. 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 2023. These amounts are also included in the 2023 Summary Compensation Table under “All Other Compensation.”



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	$	70,000	$	40,000	$	79,227	$	—	$	729,505

Joseph R. Brinkman		43,560		6,236		19,153		—		148,161

Herbert G. Hotchkiss		26,686		10,048		17,343		—		187,608

Gerald F. Vinci		29,062		10,050		26,945		—		240,648

Joseph A. Belling		32,978		7,947		4,617		—		73,897

(1)

Balance includes amounts previously reported in the 2022 Nonqualified Deferred Compensation Table in the Company’s 2022 proxy statement for the following individuals in the following amounts: Ms. Evanko, $540,278, Mr. Brinkman, $79,212, Mr. Hotchkiss, $133,531, Mr. Vinci, $174,591 and Mr. Belling, $28,355.

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 Plan’s 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 ($330,000 for 2023).

If the Company chooses not to modify an employee’s eligibility waiting period, the Plan’s 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 ($330,000 for 2023) 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:

•

deferrals of up to 100% of each participant’s base salary and bonus actually paid or due in the Deferral Year;

•

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 participant’s compensation that exceeds the maximum annual amount, which is $345,000 for 2024;

•

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 participant’s 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 2023, profit sharing contributions were made only with respect to base pay earned if such base pay paid during the calendar year is greater than $330,000; and

•

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 participant’s 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.

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


52 - Chart Industries, Inc.		2024 Proxy Statement

circumstances under which a participant’s 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 participant’s 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.


2024 Proxy Statement		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. Brinkman’s Severance Agreement, Mr. Belling’s Letter Agreement, and each NEO’s 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, Letter 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, the Severance Agreement and the Letter Agreement define “Cause” as: (i) the executive’s 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 affiliate’s business. “Good Reason” is defined in the Employment Agreements and the Severance Agreement as: (i) a material diminution in executive’s 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 Company’s prospects or business); (ii) a material diminution in executive’s 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 and Letter 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 year’s Annual Bonus to the extent earned but not yet paid, and any accrued but unpaid health and welfare benefits (including accrued vacation).

Under his Letter Agreement, if Mr. Belling is terminated by us for Cause, he is entitled to receive his accrued but unpaid base salary, his prior year’s Annual Bonus to the extent earned but not yet paid, and any accrued but unpaid health and welfare benefits (including accrued vacation).

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 participant’s 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 participant’s 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 participant’s Company duties from which the participant derived an improper


54 - Chart Industries, Inc.		2024 Proxy Statement

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 participant’s deferrals. If a participant’s employment is terminated for resignation without Good Reason, the participant will be entitled to receive benefits and payments based on the participant’s vested account.

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 year’s 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 and Letter Agreement,” the executive is also entitled to a severance payment and continued coverage under our group health plan. The executive’s severance payment upon an involuntary termination without Cause or resignation for Good Reason would be a lump sum equal to a percentage of that executive’s current base salary plus the greater of that executive’s 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 executive’s behalf for such coverage under the Company’s 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 and Letter Agreement,” Mr. Brinkman is entitled to a lump sum severance payment equal to 12 months of Mr. Brinkman’s 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.

Pursuant to the terms of his Letter Agreement, if Mr. Belling is terminated by us without Cause, 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 and Letter Agreement,” Mr. Belling is entitled to a lump sum severance payment equal to 12 months of Mr. Belling’s 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, and any accrued but unpaid health and welfare benefits (including accrued vacation).

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 participant’s 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 participant’s vested account.


2024 Proxy Statement		Chart Industries, Inc. - 55

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, or his or her estate, would be entitled to receive his or her accrued but unpaid base salary, his or her prior year’s 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 or executive’s estate 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 executive’s 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 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,


56 - Chart Industries, Inc.		2024 Proxy Statement

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 participant’s 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 year’s Annual Bonus to the extent earned but not yet paid, and any accrued but unpaid health and welfare benefits (including accrued vacation). The Employment Agreements could not have terminated on December 31, 2023, 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, 2023.

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 participant’s employment is terminated upon expiration of the employment term without renewal, the participant will be entitled to receive an amount equal to the participant’s 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. Brinkman’s 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 year’s 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 and Letter Agreement,” the executive is also entitled to a severance payment and continued coverage under our group health plan. The executive’s 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 executive’s current base salary plus the greater of that executive’s 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 executive’s behalf for such coverage under the Company’s group health plan for the following periods: Ms. Evanko, 24 months; and Mr. Hotchkiss, Mr. Vinci and Mr. Brinkman, 12 months.


2024 Proxy Statement		Chart Industries, Inc. - 57

Treatment of Nonqualified Stock Options. Under the terms of the 2009 Omnibus Plan and the 2017 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 2017 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 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 participant’s interest in all amounts credited to the participant’s 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 2023 Executive Compensation Highlights — Pay for Performance”, all 2019, 2020, 2021 and 2023 equity award agreements contain double trigger change in control provisions that will apply to situations where the buyer assumes the Company’s outstanding awards; otherwise, the awards revert to a single trigger change in control provision.


58 - Chart Industries, Inc.		2024 Proxy Statement

Potential Post-Employment Payments

Assuming the employment of each NEO was terminated under each of the following circumstances on December 29, 2023, the last business day of our 2023 fiscal year, payments made and benefits provided would have the following estimated values.



	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		—	$	4,400,000		—		—	$	6,600,000
Joseph R. Brinkman		—		400,000		—		—		680,000
Herbert G Hotchkiss		—		773,500		—		—		773,500
Gerald F. Vinci		—		773,500		—		—		773,500
Joseph A. Belling		—		450,000		—		—		—
Annual Incentive Plan Bonus(2)
Jillian C. Evanko		—		—		732,000		—		732,000
Joseph R. Brinkman		—		—		170,800		—		170,800
Herbert G Hotchkiss		—		—		194,285		—		194,285
Gerald F. Vinci		—		—		194,285		—		194,285
Joseph A. Belling		—		—		192,150		—		192,150
Health and Welfare Benefits(3)
Jillian C. Evanko		—	$	18,752		—		—	$	18,752
Joseph R. Brinkman		—		18,752		—		—		18,752
Herbert G Hotchkiss		—		17,683		—		—		17,683
Gerald F. Vinci		—		18,752		—		—		18,752
Joseph A. Belling		—		17,683		—		—		—
Accelerated Vesting of Options(4)
Jillian C. Evanko		—		—	$	1,127,087		—	$	1,127,087
Joseph R. Brinkman		—		—		68,809		—		68,809
Herbert G Hotchkiss		—		—		131,511		—		131,511
Gerald F. Vinci		—		—		131,601		—		131,601
Joseph A. Belling		—		—		85,950		—		85,950
Accelerated Vesting of PSUs(5)
Jillian C. Evanko		—		—	$	5,320,960	$	—	$	5,320,960
Joseph R. Brinkman		—		—		284,930		—		284,930
Herbert G Hotchkiss		—		—		561,680		—		561,680
Gerald F. Vinci		—		—		561,680		—		561,680
Joseph A. Belling		—		—		408,990		—		408,990
Accelerated Vesting of RSUs(6)
Jillian C. Evanko		—		—	$	2,542,146		—	$	2,542,146
Joseph R. Brinkman		—		—		1,010,342		—		1,010,342
Herbert G Hotchkiss		—		—		554,727		—		554,727
Gerald F. Vinci		—		—		790,578		—		790,578
Joseph A. Belling		—		—		750,224		—		750,224
Deferred Compensation(7)
Jillian C. Evanko		—		—		—		—		—
Joseph R. Brinkman		—		—		—		—		—
Herbert G Hotchkiss		—		—		—		—		—
Gerald F. Vinci		—		—		—		—		—
Joseph A. Belling		—		—		—		—		—


2024 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)
TOTAL
Jillian C. Evanko		—	$	4,418,752	$	9,722,193	$	—	$	16,340,945
Joseph R. Brinkman		—		418,752		1,534,881		—		2,233,633
Herbert G Hotchkiss		—		791,183		1,442,203		—		2,233,386
Gerald F. Vinci		—		792,252		1,678,144		—		2,470,396
Joseph A. Belling		—		467,683		1,437,314		—		1,437,314

(1)

Cash severance amounts, under their Employment Agreements as of December 31, 2023, consist of a lump sum payment equal to the following percentage of the following executive’s 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, 2023, consists of a lump sum payment equal to 100% of Mr. Brinkman’s base salary (or, in the case of Mr. Brinkman’s 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 cash severance amount, under his Letter Agreement as of December 31, 2023, consists of a lump sum payment equal to 100% of Mr. Belling’s base salary. 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-March of the following year. The 2023 bonus amounts payable are based on the realization of 61.0% of our 2023 financial performance goals and each executive’s achievement of a specific, pre-determined metric. See “Elements of Compensation — Short-Term Annual Cash Incentive Award,” the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” portion of the 2023 Grants of Plan-Based Awards Table, and the 2023 Summary Compensation Table, above.

(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 2023.

(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 29, 2023, at $136.33 per share (the closing price of our Common Stock on the last business day of our 2023 fiscal year) 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 2021, 2022 and 2023, 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 2021, 2022 and 2023 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 2021, the 100% target amount of performance units granted in 2022, the 100% target amount performance units granted in 2023 and (ii) $136.33 per share, the closing price of our Common Stock on December 29, 2023 (the closing price of our Common Stock on the last business day of our 2023 fiscal year).


60 - Chart Industries, Inc.		2024 Proxy Statement

(6)

The table reflects the market value of the unvested portion of RSU awards. RSU awards to our NEOs vest ratably over either three- or five-years 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 29, 2023, at $136.33 per share, (the closing price of our Common Stock on the last business day of our 2023 fiscal year). 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. Belling 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 2023 Nonqualified Deferred Compensation Table.

(8)	None of the NEOs were eligible for Retirement on December 31, 2023.

(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.


2024 Proxy Statement		Chart Industries, Inc. - 61

PAY VERSUS PERFORMANCE (PVP)

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation

S-K,

we are providing the following information about the relationship between compensation actually paid to our Named Executive Officers (NEOs) and certain financial performance metrics of the Company using a methodology that has been prescribed by the SEC.


					Value of Initial Fixed $100 Investment Based on:
Fiscal Year	Summary Compensation Table Total for PEO (1)	Compensation Actually Paid to PEO (1)(2)	Average Summary Compensation Table Total for non-PEO NEOs (1)	Average Compensation Actually Paid to non-PEO NEOs (1) (2)	Total Shareholder Return	Peer Group Total Shareholder Return (3)T	Net Income ($ millions)	Adjusted Operating Income ($ millions) (4)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)

2023	$5,424,092	$7,784,940	$973,594	$1,272,020	$202.00	$145.77	$47.3	$599.9

2022	$5,134,642	($592,211)	$1,286,316	$642,330	$170.74	$143.03	$24.0	$189.0

2021	$5,665,022	$13,324,194	$871,151	$1,334,099	$236.32	$137.50	$59.1	$128.6

2020	$5,597,167	$14,231,265	$1,393,619	$1,590,991	$174.54	$119.63	$308.1	$149.8

(1)

Ms. Evanko served as principal executive officer (PEO) for the full year of each 2023, 2022, 2021 and 2020. Our

non-PEO

named executive officers (NEOs) included: (a) for 2023, Mr. Brinkman, Mr. Hotchkiss, Mr. Vinci, and Mr. Belling; (b) for 2022, Mr. Brinkman, Mr. Hotchkiss, Mr. Vinci, Mr. Ducote and Mr. Belling; (c) for 2021, Mr. Brinkman, Mr. Hotchkiss, Mr. Vinci, Mr. Ducote, Mr. Belling and Scott Merkle (our former CFO); and (d) for 2020, Mr. Hotchkiss, Mr. Vinci and John Bishop (our former COO). Summary Compensation Table figures for the 2022, 2021 and 2020 have been updated to reflect the fair values for stock option awards granted in each respective year.

(2)

The following amounts were deducted from/added to Summary Compensation Table total compensation in accordance with the

SEC-mandated

adjustments to calculate Compensation Actually Paid (“CAP”) to our principal executive officer (PEO) and average CAP to our

non-PEO

named executive officers. The fair value of equity awards was determined using methodologies and assumptions developed in a manner substantively consistent with those used to determine the grant date fair value of such awards.

PEO SCT Total to CAP Reconciliation



Fiscal Year	2020		2021		2022			2023

SCT Total		$5,597,167		$5,665,022		$5,134,642			$5,424,092

- Grant Date Fair Value of Stock Awards Granted in Fiscal Year		($3,382,730)		($4,659,031)		($3,512,927)			($3,626,892)

+ Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year		$6,412,723		$6,796,986		$2,500,606			$4,519,203

± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years		$5,611,101		$3,321,555		($4,181,594)			$1,114,549

+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year		$0		$0		$0			$0

± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year		($6,996)		$2,199,662		($532,938)			$353,988

- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year		$0		$0		$0			$0

+ Dividends Accrued During Fiscal Year		$0		$0		$0			$0

Compensation Actually Paid		$14,231,265		$13,324,194	($	592,211	)		$7,784,940


62 - Chart Industries, Inc.		2024 Proxy Statement

Table of Contents

Non-PEO

NEO Average SCT Total to Average CAP Reconciliation



Fiscal Year	2020		2021		2022		2023

Average SCT Total		$1,393,619		$871,151		$1,286,316		$973,594

- Grant Date Fair Value of Stock Awards Granted in Fiscal Year		($503,838)		($413,163)		($806,953)		($334,948)

+ Fair Value at Fiscal Year-End of Outstanding Unvested Stock Awards Granted in Fiscal Year		$549,687		$569,911		$569,628		$417,272

± Change in Fair Value of Outstanding Unvested Stock Awards Granted in Prior Fiscal Years		$361,663		$283,527		($351,834)		$179,180

+ Fair Value at Vesting of Stock Awards Granted in Fiscal Year That Vested During Fiscal Year		$0		$467		$62		$0

± Change in Fair Value as of Vesting Date of Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year		$4,861		$22,206		($54,888)		$36,921

- Fair Value as of Prior Fiscal Year-End of Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year		($215,001)		$0		$0		$0

+ Dividends Accrued During Fiscal Year		$0		$0		$0		$0

Average Compensation Actually Paid		$1,590,991		$1,334,099		$642,330		$1,272,020

(3)

We select the peer companies that comprise the Peer Group Index solely on the basis of objective criteria. These criteria result in an index composed of oil field equipment/service and other comparable industrial companies. During 2023, we modified our peer group to include certain competitors of Howden. The cumulative total return comparison presents both the current and previous Peer Group Index. The current Peer Group Index is comprised of Air Products and Chemicals, Inc., Atlas Copco AB, Baker Hughes Company, Barnes Group Inc., Burckhardt Compression Holding AG, ChampionX Corporation, Cheniere Energy, Inc., CIMC Enric Holdings Limited, CNH Industrial N.V., EnPro Inc., ESCO Technologies Inc., Franklin Electric Co., Inc., IDEX Corporation, ITT Inc., New Fortress Energy LLC, NIKKISO CO., LTD., Plug Power Inc., SPX Corporation and Worthington Enterprises, Inc. The previous Peer Group Index is comprised of Air Products and Chemicals, Inc., Baker Hughes Company, Barnes Group Inc., ChampionX Corporation, Cheniere Energy, Inc., CIMC Enric Holdings Limited, CNH Industrial N.V., EnPro Inc., ESCO Technologies Inc., Franklin Electric Co., Inc., Harsco Corporation, IDEX Corporation, ITT Inc., New Fortress Energy LLC, NIKKISO CO., LTD., Plug Power Inc., SPX Corporation and Worthington Enterprises, Inc. A comparison of TSR for the current and previous Peer Groups are shown below:


Peer TSR Comparison	2020	2021	2022	2023
Peer Group Index - Current	119.63	137.50	143.03	145.77
Peer Group Index - Previous	119.91	138.40	144.97	147.01

(4)	Adjusted Operating Income is a Non-GAAP measure and is calculated for the periods presented by adding restructuring, transaction-related and other one-time costs to Operating Income, as reported.


2024 Proxy Statement		Chart Industries, Inc. - 63

Table of Contents

CHARTS OF CAP VERSUS PERFORMANCE METRICS

The chart below illustrates the relationship between the PEO and average

Non-PEO

CAP amounts and the Company’s and Peer Group’s TSR during the period 2020 to 2023.

The charts below illustrate the relationship between the PEO and

Non-PEO

CAP amounts and the Company’s Net Income and Adjusted Operating Income during the period 2020 to 2023.


64 - Chart Industries, Inc.		2024 Proxy Statement

Table of Contents

TABULAR LIST OF MOST IMPORTANT PERFORMANCE MEASURES

The four items listed below represent the most important performance metrics we used to determine CAP for 2023 as further described in our Compensation Discussion and Analysis (CD&A) within the sections titled “Elements of Compensation.”



Most Important Performance Measures
☐ Adjusted Operating Income ☐ Free Cash Flow ☐ ROIC ☐ Relative TSR


2024 Proxy Statement		Chart Industries, Inc. - 65

2023 DIRECTOR COMPENSATION TABLE

The following table summarizes the compensation of our non-employee directors for fiscal year 2023. 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($)
Andrew R. Cichocki(2)		75,000		108,511		183,511
Jillian C. Evanko		—		—		—
Paula M. Harris		100,000		133,420		233,420
Linda A. Harty		115,000		133,420		248,420
Paul E. Mahoney(2)		75,000		108,511		183,511
Singleton B. McAllister		200,000		133,420		333,420
Michael L. Molinini		125,000		133,420		258,420
David M. Sagehorn		125,000		133,420		258,420
Spencer S. Stiles(2)		75,000		108,511		183,511
Roger A. Strauch		100,000		133,420		233,420

(1)

Amounts in this column represent the aggregate grant date fair value of stock awards made to our non-employee directors in fiscal year 2023. As of April 1, 2023, the annual stock award for non-employee directors was increased from $100,000 to $145,000. 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)	Mr. Cichocki, Mr. Mahoney and Mr. Stiles were elected to the Board on May 25, 2023.

Director Compensation Program

For 2023, our director compensation program provided an annual cash retainer of $100,000 and an annual stock award of $145,000 for our non-employee directors. For 2024, the annual cash retainer has been increased to $105,000 and the annual stock award has been increased to $160,000. The Chair of the Board and each Board committee chair receive an additional annual cash retainer to reflect their added responsibilities (each paid in quarterly installments):

•

Chair: $100,000

•

Audit Committee Chair: $25,000

•

Compensation Committee Chair: $25,000

•

NCGC Chair: $15,000

Annual cash retainers, and fees paid to the Chair 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 2023 director stock awards were made pursuant to our 2017 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 five times the value of the annual cash retainer in our Common Stock during the first 48 months of their tenure on our Board. The stock ownership guideline for our directors was increased from four times their annual cash retainer to five times their annual cash retainer effective January 1, 2024. Directors must maintain investments in Company stock at the director guideline level after expiration of the


66 - Chart Industries, Inc.		2024 Proxy Statement

AUDIT COMMITTEE REPORT

The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its responsibility to oversee the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, the independent registered public accounting firm’s qualifications and independence, and the performance of the Company’s internal audit function and independent registered public accounting firm. The Audit Committee’s activities are governed by a written charter adopted by the Board of Directors, a copy of which is available on the Governance Documents page of our investor relations website at www.chartindustries.com.

In fulfilling its oversight responsibilities, the Audit Committee has reviewed and discussed the audited financial statements contained in the 2023 Annual Report on SEC Form 10-K with the Company’s management and Deloitte & Touche LLP, the independent registered public accounting firm for fiscal 2023.

In this context, the Audit Committee reviewed and discussed with management and the independent auditors the audited financial statements for the year ended December 31, 2023 (the “Audited Financial Statements”), management’s assessment of the effectiveness of the Company’s internal control over financial reporting, and the independent auditors’ evaluation of the Company’s system of internal control over financial reporting. The Audit Committee has discussed with Deloitte & Touche LLP, the Company’s independent auditors, the matters required to be discussed by the standards of the Public Company Accounting Oversight Board (“PCAOB”). In addition, the Audit Committee has received the written disclosures and the letter from the independent auditors required by applicable requirements of the PCAOB regarding the independent auditors’ communications with the Audit Committee concerning independence, and has discussed with the independent auditors the independent auditors’ independence.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board (and the Board has approved) that the audited financial statements be included in the Company’s Annual Report on SEC Form 10-K for the fiscal year ended December 31, 2023, for filing with the Securities and Exchange Commission.

The Audit Committee has determined that the rendering of pre-approved non-audit services by Deloitte & Touche LLP was compatible with maintaining the registered public accounting firm’s independence.

Submitted by the Audit Committee of the Board of Directors as of February 26, 2024.

Audit Committee

David M. Sagehorn, Chair

Andrew R. Cichocki

Paula M. Harris

Linda A. Harty

Michael L. Molinini


2024 Proxy Statement		Chart Industries, Inc. - 69

PRINCIPAL ACCOUNTING FEES AND SERVICES

The Audit Committee has reviewed the audit fees of the independent registered public accounting firms for fiscal years 2023 and 2022.

For work performed in regard to fiscal year’s 2023 and 2022, the Company paid Deloitte & Touche LLP the following fees for services, as categorized below:



	Fiscal Year 2023		Fiscal Year 2022
Audit fees(1)		$6,439,017		$2,050,000
Audit-related fees(2)		1,438,000		125,000
Tax fees(3)		71,525		143,000
All other fees(4)		3,790		114,500
Total fees		$7,952,332		$2,432,500

(1)	Includes fees for audit services, including expenses, principally relating to the Howden Acquisition (for 2023), the annual audit, quarterly reviews and certain statutory audits required internationally.

(2)	Audit-related fees for 2023 include expenses relating to divestitures.

(3)	Tax compliance, tax advice and tax planning.

(4)	The fees listed above represent acquisition and new investments-related work and various other fees not reported under (1) and (2).

Our Board has a policy to assure the independence of its independent registered public accounting firm. Prior to the audit of each fiscal year, the Audit Committee receives a written report from its independent registered public accounting firm describing the elements expected to be performed in the course of its audit of the Company’s financial statements for the coming year.

All audit-related services, tax services and other services were pre-approved for 2023 and 2022 by the Audit Committee, which concluded that the provision of such services by Deloitte & Touche LLP was compatible with the maintenance of that firm’s independence in the conduct of its auditing functions. Representatives of Deloitte & Touche LLP are expected to attend the Annual Meeting. The representatives will be given an opportunity to make a statement if desired, and will be available to respond to any stockholder questions submitted in advance of the Annual Meeting.


70 - Chart Industries, Inc.		2024 Proxy Statement

EQUITY COMPENSATION PLAN INFORMATION

The following tables provides information, as of December 31, 2023 and March 28, 2024, about our Common Stock that may be issued upon the exercise of options, warrants and rights granted under all of our existing equity compensation plans, including our 2017 Omnibus Equity Plan and our 2009 Omnibus Plan.



Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants, and rights (a)		Weighted-average exercise price of outstanding options, warrants, and rights (b)(2)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)(c)
Equity compensation plans approved by security holders⁽¹⁾		597,778		$87.09		591,702
Equity compensation plans not approved by security holders		—		—		—
Total		597,778		$87.09		591,702

(1)

The amount in column (a) includes: (i) 285,283 shares issuable upon the exercise of outstanding stock options; (ii) 13,954 shares subject to vested stock units; (iii) 179,678 shares issuable upon achievement of maximum targets for PSU awards; and (iv) 118,863 shares issuable upon vesting of restricted share units and restricted stock.

(2)	The weighted average exercise price of outstanding options, warrants and rights does not take into account stock unit awards or performance unit awards since these awards do not have an exercise price.

As a result of awards of RSUs, stock options, PSUs, and director stock awards, as well as option exercises, award payouts and forfeitures in the first quarter of 2024, the number of securities issuable upon exercise of outstanding options, warrants and rights granted under all of our existing equity plans as of March 28, 2024 is included in the table below.



Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants, and rights (a)		Weighted-average exercise price of outstanding options, warrants, and rights (b)(2)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)(c)
Equity compensation plans approved by security holders⁽¹⁾		722,245		$	96.67		397,651
Equity compensation plans not approved by security holders		—			—		—
Total		722,245		$	96.67		397,651

(1)

The amount in column (a) includes: (i) 347,163 shares issuable upon the exercise of outstanding stock options; (ii) 14,174 shares subject to vested stock units; (iii) 211,423 shares issuable upon achievement of maximum targets for PSU awards; and (iv) 149,485 shares issuable upon vesting of restricted share units.

(2)	The weighted average exercise price of outstanding options, warrants and rights does not take into account stock unit awards or performance unit awards since these awards do not have an exercise price.


2024 Proxy Statement		Chart Industries, Inc. - 71

PROPOSAL 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed Deloitte & Touche LLP as our independent registered public accounting firm to audit our financial statements for the year ending December 31, 2024. The Board recommends ratification of the Audit Committee’s appointment of Deloitte & Touche LLP.

The selection of Deloitte & Touche LLP as our independent registered public accounting firm is not required to be submitted to a vote of our stockholders for ratification; however, we are submitting the appointment of Deloitte & Touche LLP to the Company’s stockholders for ratification as a matter of good corporate practice and in order to provide a method by which stockholders may communicate their opinion to the Audit Committee. The Sarbanes-Oxley Act of 2002 requires that the Audit Committee be directly responsible for the appointment, compensation and oversight of our independent registered public accounting firm. If our stockholders fail to vote on an advisory basis in favor of the selection, the Audit Committee will reconsider whether to retain Deloitte & Touche LLP, and may retain that firm or another firm without re-submitting the matter to our stockholders. Even if our stockholders ratify the appointment, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such a change would be in our best interests and the interests of our stockholders.

✓

Our Board of Directors unanimously recommends a vote FOR Proposal No. 2 to ratify the Audit Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal 2024.


74 - Chart Industries, Inc.		2024 Proxy Statement

PROPOSAL 3 — APPROVAL, ON AN ADVISORY BASIS, OF THE COMPANY’S EXECUTIVE COMPENSATION

In this Proposal 3, as required by Section 14A of the Exchange Act and pursuant to Rule 14a-21(a) promulgated thereunder, we are providing our stockholders the opportunity to cast an advisory (non-binding) vote to approve the compensation of our named executive officers, as disclosed in this proxy statement in the Compensation Discussion and Analysis section, beginning on page 25, in accordance with the compensation disclosure rules of the SEC.

Although the vote is advisory only, the Compensation Committee and the Board value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions. At the Company’s 2023 Annual Meeting our stockholders approved, on an advisory basis, an annual frequency of the advisory vote to approve the compensation of our named executive officers. Consistent with the input of our stockholders and consistent with our long-standing Board policy, the stockholder vote for advisory approval of NEO compensation will occur annually.

As described more fully in the Compensation Discussion and Analysis, our executive compensation program is designed to:

•

create and enhance stockholder value by attracting and retaining key executive talent;

•

align our executive officers’ incentives with stockholder value creation by tying compensation to the achievement of measurable operational and strategic objectives; and

•

award compensation at levels commensurate with each executive officer’s performance, experience, and responsibilities.

Our program seeks to align executive compensation with stockholder value on a short- and long-term basis through a combination of base pay, annual incentives, and long-term incentives, and features appropriate governance policies to discourage executives from taking risks that are unnecessary or excessive. Our short-term annual cash incentives are strongly performance-based, with 80% of cash bonuses tied to the Company’s annual financial performance and 20% tied to individuals’ achievement of the Company’s strategic and operational goals. In addition, 2023 long-term incentive awards were comprised of a mix of stock options, performance units, and restricted share units, which link executive compensation directly to stockholder value and long-term performance, while incentivizing retention. Consistent with the performance-based philosophy that is the basis of our compensation program, the Company’s 2023 financial performance directly impacted NEO compensation decisions and pay outcomes. The direct impact and alignment of compensation with Company performance is evidenced in part by the following:

•

The NEOs received 61.0% of target awards under the STI program. Consistent with historical practice, the Compensation Committee set aggressive STI goals for 2023. The Company’s performance did not meet the threshold level for the free cash flow performance measure under the STI program and thus cash incentives were paid at 61.0% of target to the NEOs in 2023.

•

We believe our compensation is program is closely aligned with the creation of stockholder value, as evidenced by strong operating results in 2023 which were delivered as a result of our strategic investments, transformation in the Nexus of Clean^™ (clean power, clean water, clean food and clean industrials) and continued execution and the


2024 Proxy Statement		Chart Industries, Inc. - 75

corresponding benefits of our cost-reduction initiatives. The strength of our business was demonstrated by record sales, backlog and order levels in 2023.

•

Given initial uncertainty as to the timing of the closing of the Howden Acquisition, the Compensation Committee had set preliminary goals at the beginning of the year, with the expectation that such goals would be adjusted following close to reflect expectations for the combined organization. Consistent with its plan, the Compensation Committee increased performance metrics mid-year 2023 to account for Howden’s contribution to the Company’s financial results for the year. Additionally, the Compensation Committee substituted EBITDA for operating income as a metric under the STI Awards, as this was viewed as an enhanced measure of Company performance and consistent with how the Company and its stockholders evaluate the Company’s operating achievements.

•

We are asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement. Accordingly, we ask our stockholders to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders approve the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2024 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the 2023 Summary Compensation Table and the other related tables and disclosure.”

✓

Our Board of Directors unanimously recommends a vote FOR Proposal No. 3 to approve the compensation of the named executive officers as disclosed in this proxy statement.


76 - Chart Industries, Inc.		2024 Proxy Statement

PROPOSAL 4 — APPROVAL OF THE CHART INDUSTRIES, INC. 2024 OMNIBUS EQUITY PLAN

The Board of Directors has adopted the Chart Industries, Inc. 2024 Omnibus Equity Plan (the “2024 Omnibus Equity Plan”), subject to its approval by the Company’s stockholders. If the stockholders approve the 2024 Omnibus Equity Plan, the Company will no longer use the Chart Industries, Inc. 2017 Omnibus Equity Plan (referred to in this Proposal as the “2017 Plan”) to make new equity awards. The 2017 Plan will, however, continue to govern awards previously granted under that plan up to the date of the Annual Meeting. If the stockholders do not approve the 2024 Omnibus Equity Plan, the 2017 Plan will remain in effect through the remainder of its term.

Purpose of the 2024 Omnibus Equity Plan

The purpose of the 2024 Omnibus Equity Plan is to attract and retain skilled and qualified officers, employees and directors who are expected to contribute to the Company’s 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 the participants with those of the Company’s stockholders.

Key Terms

The key terms of the 2024 Omnibus Equity Plan are summarized below:

Shares Authorized: 1,600,000, which may be treasury shares or unissued shares.

Types of Awards: Stock options (nonstatutory and incentive), stock appreciation rights, restricted stock, restricted stock units, performance shares and common shares.

Limitations on Awards:

•

The maximum number of shares available with respect to stock options is 1,600,000 shares, with a limit of 200,000 shares available for incentive stock option grants.

•

The aggregate number of shares underlying awards granted to any participant in any plan year may not exceed 300,000 stock options or stock appreciation rights and 300,000 full value awards.

•

No awards of (i) more than 25,000 shares or (ii) with an aggregate value in excess of $1,000,000 may be made to any non-employee director in any plan year.

Award Terms: Options and stock appreciation rights will have ten-year maximum terms. For all awards, vesting and performance vesting criteria, if applicable, will be established in the award agreement. Generally, any Award that is earned based on the achievement of performance goals, will have at least a one-year performance period. In addition, any Award that vests or becomes exercisable based on service requirements will have at least a three-year service period, during which the Award may vest ratably. However, up to 5% of the total number of shares available for issuance under the 2024 Omnibus Equity Plan, as well as awards of Common Stock to non-employee directors, may be used for awards that are not subject to the minimum vesting requirements described in the preceding sentences.

Eligible Participants: Employees of the Company or any of its affiliates, executive officers, non-employee directors and consultants.

Actions That are Prohibited by the Plan Include:

•

Repricing or reducing the exercise price of an award, including through an exchange program without stockholder approval.

•

Granting stock options (nonstatutory and incentive) and stock appreciation rights with an exercise price that is below fair market value at the grant date, subject to the anti-dilution provisions of the 2024 Omnibus Equity Plan.


2024 Proxy Statement		Chart Industries, Inc. - 77

Description of the 2024 Omnibus Equity Plan

The following paragraphs provide a summary of the principal features of the 2024 Omnibus Equity Plan and its operation. The 2024 Omnibus Equity Plan is set forth in its entirety as Appendix B to this Proxy Statement. This summary is qualified in its entirety by reference to Appendix B.

The 2024 Omnibus Equity Plan provides for the grant of the following types of incentive awards: (i) stock options, (ii) stock appreciation rights, (iii) restricted stock, (iv) restricted stock units, (v) performance shares and (vi) common shares. Each of these is referred to individually as an “Award.” Those who will be eligible for Awards under the 2024 Omnibus Equity Plan include employees who provide services to the Company and its affiliates, executive officers, non-employee directors and consultants designated by the Compensation Committee. As of March 28, 2024, approximately 11,700 employees and nine non-employee directors would be eligible to participate in the 2024 Omnibus Equity Plan, although historically the pool of participants receiving equity awards has been limited to less than 190 key employees and non-employee directors.

Number of Shares of Common Stock Available Under the 2024 Omnibus Equity Plan and Adjustments. The Board of Directors has reserved 1,600,000 shares of the Company’s Common Stock for issuance under the 2024 Omnibus Equity Plan. The shares may be either authorized, but unissued, Common Stock or treasury shares.

The Company anticipates that it will have approximately 273,600 shares of Common Stock remaining available for grant under the 2017 Plan as of the date of the Annual Meeting. However, if the stockholders approve the 2024 Omnibus Equity Plan, the Company will no longer use the 2017 Plan to make new equity awards after the Annual Meeting. For more information about our Common Stock that may be issued upon the exercise of options, warrants and rights granted under our existing equity compensation plan see “Equity Compensation Plan Information” and related footnotes above.

If any outstanding Award expires or is terminated, canceled or forfeited the shares that would otherwise be issuable with respect to the unexercised portion of the Award will become available for subsequent Awards under the 2024 Omnibus Equity Plan (unless the 2024 Omnibus Equity Plan has terminated). Awards paid out in cash rather than shares will not reduce the number of shares available for issuance under the 2024 Omnibus Equity Plan. The following shares will not be added to the maximum aggregate number of shares that may be issued:

•

shares used to pay the exercise price of a stock option,

•

shares underlying the exercised portion of a stock appreciation right that are not issued upon such exercise,

•

shares that are withheld to satisfy an individual participant’s tax obligations, or

•

shares that are repurchased by the Company on the open market with respect to Awards under the 2024 Omnibus Equity Plan.

If the Company declares a dividend or other distribution or engages in a recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Company’s Common Stock, the Committee will adjust the number and class of shares that may be delivered under the 2024 Omnibus Equity Plan, the number, class, and price of shares covered by each outstanding Award, and the numerical per-person limits on Awards.

Administration of the 2024 Omnibus Equity Plan. A committee authorized by the Board of Directors (the “Committee”) will administer the 2024 Omnibus Equity Plan. Unless otherwise determined by the Board of Directors, the Compensation Committee will administer the 2024 Omnibus Equity Plan. To make grants to certain of the Company’s officers and key employees, the members of the Committee must qualify as “non-employee directors” under Rule 16b-3 of the Securities Exchange Act of 1934. Subject to the terms of the 2024 Omnibus Equity Plan, the Committee has the sole discretion to select the employees, consultants, and non-employee directors who will receive Awards, determine the terms and conditions of Awards, and to interpret the provisions of the 2024 Omnibus Equity Plan and outstanding Awards. The Committee may not, without the approval of the Company’s stockholders, institute an exchange program under which outstanding Awards are amended to provide for a lower exercise price or surrendered or cancelled in exchange for Awards with a lower exercise price.


78 - Chart Industries, Inc.		2024 Proxy Statement

Options. The Committee is able to grant nonstatutory stock options and incentive stock options under the 2024 Omnibus Equity Plan. The Committee determines the number of shares subject to each option, although the 2024 Omnibus Equity Plan provides that no participant may receive options (and/or stock appreciation rights) for more than 300,000 shares in any calendar year.

The Committee determines the exercise price of options granted under the 2024 Omnibus Equity Plan, provided the exercise price must be at least equal to 100% of the fair market value of the Company’s Common Stock on the date of grant. In addition, the exercise price of an incentive stock option granted to any participant who owns more than 10% of the total voting power of all classes of the Company’s outstanding stock must be at least 110% of the fair market value of the Common Stock on the grant date. The closing price per common share of the Company on March 28, 2024 was $164.72 per share.

The term of an option may not exceed ten years, except that, with respect to any participant who owns 10% of the voting power of all classes of the Company’s outstanding stock, the term of an incentive stock option may not exceed five years.

After a termination of service with the Company, a participant will be able to exercise the vested portion of his or her option for the period of time stated in the agreement governing his or her Award. No incentive stock option may be exercised more than three months after the participant’s termination of service for any reason (including retirement) other than disability or death. No incentive stock option may be exercised more than one year after the participant’s termination of service due to disability or death. In no event may an option be exercised later than the expiration of its term.

Stock Appreciation Rights. The Committee will be able to grant stock appreciation rights, which are the rights to receive the appreciation in fair market value of Common Stock between the exercise date and the date of grant. The Company can pay the appreciation in either cash or shares of Common Stock or a combination of both. Stock appreciation rights will become exercisable at the times and on the terms established by the Committee, subject to the terms of the 2024 Omnibus Equity Plan. The Committee, subject to the terms of the 2024 Omnibus Equity Plan, will have discretion to determine the terms and conditions of stock appreciation rights granted under the 2024 Omnibus Equity Plan; provided, however, that the exercise price may not be less than 100% of the fair market value of a share on the date of grant. The term of a stock appreciation right may not exceed ten years. No participant will be granted stock appreciation rights (and/or options) covering more than 300,000 shares during any calendar year.

After termination of service with the Company, a participant will be able to exercise the vested portion of his or her stock appreciation right for the period of time stated in the agreement governing his or her stock appreciation right.

Restricted Stock. Awards of restricted stock are shares of the Company’s Common Stock that are issued to a participant at no cost or at a purchase price determined by the Committee and vest in accordance with the terms and conditions established by the Committee in its sole discretion. For example, the Committee may set restrictions based upon continued employment or service with the Company, the achievement of specific performance goals, applicable laws, or any other basis determined by the Committee in its discretion. Subject to the provisions of the 2024 Omnibus Equity Plan and the requirements of Section 162(m) of the Code, after the grant of restricted stock, the Committee, in its sole discretion, may reduce or waive any restrictions for such Award and may accelerate the time at which any restrictions will lapse at a rate determined by the Committee.

The Committee will determine the number of shares granted pursuant to an Award of restricted stock. With respect to restricted stock with restrictions that lapse upon the achievement of performance objectives the Committee will set the specific performance objectives.

Restricted Stock Units. Awards of restricted stock units result in a distribution of shares to a participant only if the vesting criteria the Committee establishes is satisfied. For example, the Committee may set restrictions based on the achievement of specific performance goals or upon continued employment or service with the Company. Upon satisfying the applicable vesting criteria, the participant will be entitled to the payout specified in the Award agreement. Subject to the provisions of the 2024 Omnibus Equity Plan, after the grant of restricted stock units, the


2024 Proxy Statement		Chart Industries, Inc. - 79

Committee, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such Award and may accelerate the time at which any restrictions will lapse at a rate determined by the Committee.

The Committee will pay earned restricted stock units in shares. On the date set forth in the Award agreement, all unearned restricted stock units will be forfeited to the Company. The Committee determines the number of restricted stock units granted to any participant. With respect to restricted stock units that vest upon the achievement of performance objectives, the Committee will set the specific performance objectives.

Performance Shares. The Committee will be able to grant performance shares, which are Awards that will result in a distribution of shares to a participant only if the performance goals or other vesting criteria the Committee may establish are achieved or the Awards otherwise vest. The Committee will establish performance or other vesting criteria in its discretion, which, depending on the extent to which they are met, will determine the number and/or the value of performance shares to be paid out to participants. Subject to the provisions of the 2024 Omnibus Equity Plan, after the grant of performance shares, the Committee, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such Award and may accelerate the time at which any restrictions will lapse at a rate determined by the Committee.

The Committee determines the number of performance shares granted to any participant and the performance objectives applicable to the performance shares.

Common Shares. The Committee may only grant Common Stock Awards to non-employee directors in consideration of services rendered to the Company. Common Stock Awards granted to non-employee directors may, in the discretion of the Committee, and consistent with the Company’s current practice, be fully vested on the date of grant.

Performance Objectives. Awards of performance shares, restricted stock units or restricted stock under the 2024 Omnibus Equity Plan may be made subject to the attainment of performance goals relating to one or more business criteria and may provide for a targeted level or levels of achievement including: (i) earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization or earnings before taxes and interest); (ii) net income; (iii) operating income; (iv) earnings per share; (v) book value per share; (vi) return on stockholders’ equity; (vii) expense management; (viii) return on investment; (ix) improvements in capital structure or capital expenses; (x) profitability of an identifiable business unit or product; (xi) maintenance or improvement of profit margins; (xii) stock price; (xiii) market share; (xiv) costs; (xv) liquidity or cash flow; (xvi) working capital and working capital metrics; (xvii) return on assets; (xviii) assets, debt or net debt; (xix) total return; (xx) customer satisfaction survey performance; (xxi) quality improvement performance; and (xxii) manufacturing productivity performance.

Transferability of Awards. Awards granted under the 2024 Omnibus Equity Plan are generally not transferable, and all rights with respect to an Award granted to a participant generally will be available during a participant’s lifetime only to the participant. If the Committee makes an Award transferable, such Award will contain such additional terms and conditions as the committee deems appropriate.

Amendment and Termination of the 2024 Omnibus Equity Plan. The Board of Directors will have the authority to amend, alter or terminate the 2024 Omnibus Equity Plan. No amendment, alteration or termination of the 2024 Omnibus Equity Plan will (i) materially impair the rights of any participant, without the consent of the participant or (ii) be made without stockholder approval if stockholder approval is required under applicable laws, regulations and stock exchange requirements. The 2024 Omnibus Equity Plan will remain in effect until terminated pursuant to the provisions of the 2024 Omnibus Equity Plan; provided, however, that no Awards may be granted under the 2024 Omnibus Equity Plan after May 21, 2034.

Change in Control. The treatment of outstanding awards upon a change in control would depend on whether or not the Company remains the surviving entity or if the awards are Assumed (as defined in the 2024 Omnibus Equity Plan) by the Post-CIC Entity (as defined in the 2024 Omnibus Equity Plan) following the change in control. In general, a change in control will be deemed to have occurred under the 2024 Omnibus Equity Plan if: (i) the Company consummates a reorganization, merger or consolidation resulting in a substantial change in ownership


80 - Chart Industries, Inc.		2024 Proxy Statement

of 50% or more of the voting power of the Company; (ii) the Company consummates a sale of all or substantially all of its assets; (iii) a person or group acquires 30% or more of the voting power of the Company in the election of directors (excluding certain purchases by the Company, its affiliates or its benefit plans); or (iv) the Company experiences a turn-over of a majority of its directors during a two-year period.

Upon the occurrence of a change in control, if either (i) the Company is the surviving entity or (ii) the Company is not the surviving entity, but the awards granted under the 2024 Omnibus Equity Plan are Assumed by the Post-CIC Entity, any awards made to a participant under the 2024 Omnibus Equity Plan will continue to vest and become exercisable in accordance with the terms of the original grant unless, during the two-year period commencing on the date of the change in control, the participant’s employment is involuntarily terminated by the Company for reasons other than for “Cause” (as defined in the 2024 Omnibus Equity Plan) or the participant terminates his or her employment for “Good Reason” (as defined in the 2024 Omnibus Equity Plan) (a so-called “double trigger”). If a participant’s employment is terminated under such circumstances, any outstanding stock options and stock appreciation rights will become fully vested and exercisable, any restrictions that apply to awards made pursuant to the 2024 Omnibus Equity Plan will lapse, and any awards that are subject to performance goals will immediately be earned or vested and will become immediately payable (unless prohibited by Section 409A of the Code) in accordance with their terms as if all of the performance goals have been achieved at their target levels as of the date of termination.

Upon the occurrence of a change in control, if the Company is not the surviving entity and the awards are not Assumed by the Post-CIC Entity, any awards made under the 2024 Omnibus Equity Plan will become fully vested and exercisable on the date of the change in control or will immediately vest and become immediately payable (unless prohibited by Section 409A of the Code) in accordance with their terms as if all of the applicable performance goals have been achieved at their target levels, and any restrictions that apply to such awards will lapse.

If the Company is not the surviving entity following a change in control and the awards are not Assumed by the Post-CIC Entity, for each outstanding stock option and stock appreciation right, the holder will receive a payment equal to the difference between the consideration received by holders of shares of Common Stock in the change in control transaction and the exercise price of the applicable stock option or stock appreciation right, if such difference is positive. Any stock options or stock appreciation rights with an exercise price that is higher than the per share consideration received by holders of shares of Common Stock in connection with the change in control transaction will be canceled for no additional consideration.

If the Company is not the surviving entity following a change in control and the awards are not Assumed by the Post- CIC Entity, for each outstanding award of restricted stock, restricted stock units, performance shares or performance units, the holder of those awards will receive the consideration that he or she would have received in the change in control transaction had he or she been a holder of the number of shares of Common Stock equal to the number of restricted stock units and/or shares of restricted stock covered by the award and the number of shares of Common Stock payable for awards subject to performance goals (as if achieved at target levels).

If the payment or benefit underlying an award constitutes a deferral of compensation under Section 409A of the Code, then the payment or delivery will be made on the date of payment or delivery originally provided for such payment or benefit in the applicable award agreement.

New Plan Benefits

Because grants under the 2024 Omnibus Equity Plan are discretionary, the benefits or amounts that may be received by or allocated to each participant are not known. However, our current compensation program for directors described under the “Director Compensation” section above contemplates that non-employee directors will be awarded stock grants on a quarterly basis with a value of $40,000 per director per quarter ($160,000


2024 Proxy Statement		Chart Industries, Inc. - 81

annually in the aggregate). The following table sets forth what each of the nine non-employee directors would receive annually beginning in fiscal year 2025 under the 2024 Omnibus Equity Plan under the terms of the current director compensation program:


	Dollar Value($)		Number of Shares of Common Stock(2)
Non-Executive Director Group(1)	$	160,000		972

(1)	The dollar value and number of shares of Common Stock are presented on a per person basis. There are currently nine non-executive directors that comprise the Non-Executive Director Group.

(2)	Reflects the number of shares to be awarded for the entire year based on the closing price of $164.72 on March 28, 2024. Actual awards for 2025 would be based on stock closing prices at the beginning of each quarter in 2025.

Federal Tax Aspects

The following paragraphs are a summary of the general federal income tax consequences to U.S. taxpayers and the Company of Awards granted under the 2024 Omnibus Equity Plan under current law. This is not intended to constitute tax advice and tax consequences for any particular individual may be different.

Nonstatutory Stock Options. No taxable income is reportable when a nonstatutory stock option with an exercise price equal to the fair market value of the underlying stock on the date of grant is granted to a participant. Upon exercise, the participant will recognize ordinary income in an amount equal to the excess of the fair market value (on the exercise date) of the shares purchased over the exercise price of the option. Any taxable income recognized in connection with an option exercise by an employee of the Company is subject to tax withholding by the Company. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.

Incentive Stock Options. No taxable income is reportable when an incentive stock option is granted or exercised (except for purposes of the alternative minimum tax, in which case taxation is the same as for nonstatutory stock options). If the participant exercises the option and then later sells or otherwise disposes of the shares more than two years after the grant date and more than one year after the exercise date, the difference between the sale price and the exercise price will be taxed as capital gain or loss. If the participant exercises the option and then later sells or otherwise disposes of the shares before the end of the two- or one-year holding periods described above, he or she generally will have ordinary income at the time of the sale equal to the fair market value of the shares on the exercise date (or the sale price, if less) minus the exercise price of the option. This taxable income is not subject to income tax withholding.

Stock Appreciation Right. No taxable income is reportable when a stock appreciation right is granted to a participant. Upon exercise, the participant will recognize ordinary income (subject to withholding) in an amount equal to the amount of cash received and the fair market value of any shares received. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.

Restricted Stock, Restricted Stock Units and Performance Shares. A participant generally will not have taxable income at the time an Award of restricted stock, restricted stock units or performance shares are granted. Instead, he or she will recognize ordinary income in the first taxable year in which his or her interest in the shares underlying the Award becomes either (i) freely transferable, or (ii) no longer subject to substantial risk of forfeiture.

Tax Effect for the Company. The Company generally will be entitled to a tax deduction in connection with an Award under the 2024 Omnibus Equity Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonstatutory stock option). However, Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation in excess of $1.0 million paid in any one year to each of certain of the company’s current and former executive officers. Effective January 1, 2018, Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public corporations for compensation over $1,000,000 paid to an individual who was the company’s Chief Executive Officer, Chief Financial Officer, or one of the company’s next three other most highly compensated executive officers in any year after 2016. As a general matter, while the Compensation


82 - Chart Industries, Inc.		2024 Proxy Statement

Committee considers tax deductibility as one of several relevant factors in determining compensation, it retains the flexibility to design and maintain executive compensation arrangements that it believes will attract and retain executive talent and result in strong returns to shareholders, even if such compensation is not deductible by the Company for federal income tax purposes.

Medicare Surtax. Beginning in 2013, a participant’s annual net investment income, as defined in section 1411 of the Internal Revenue Code, may be subject to a 3.8% federal surtax (generally referred to as the Medicare Surtax). Net investment income may include capital gain and/or loss arising from the disposition of shares subject to a participant’s awards under the 2024 Omnibus Equity Plan. Whether a participants net investment income will be subject to the Medicare Surtax will depend on the participant’ level of annual income and other factors.

Section 409A. Section 409A of the Code places certain requirements on non-qualified deferred compensation arrangements. These include requirements with respect to an individual’s election to defer compensation and the individual’s selection of the timing and form of distribution of the deferred compensation. Section 409A of the Code also generally provides that distributions must be made on or following the occurrence of certain events (e.g., the individual’s separation from service, a predetermined date, a change in control, or the individual’s death or disability). Section 409A of the Code imposes restrictions on an individual’s ability to change his or her distribution timing or form after the compensation has been deferred. For certain individuals who are officers, subject to certain exceptions, Section 409A of the Code requires that such individual’s distribution commence no earlier than six months after such officer’s separation from service.

Awards granted under the 2024 Omnibus Equity Plan with a deferral feature will be subject to the requirements of Section 409A of the Code. If an award is subject to and fails to satisfy the requirements of Section 409A of the Code, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A of the Code fails to comply with its provisions, Section 409A of the Code imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as possible interest charges and penalties.

280G. The Company may lose a tax deduction for any Award that is paid in connection with a change in control and deemed to be an “excess parachute payment” within the meaning of Section 280G of the Code. In addition, a participant who receives a payment or vesting of an Award that is deemed to be an “exceed parachute payment” under Section 280G of the Code may be subject to a 20% excise tax on a portion of the payment.

THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF FEDERAL INCOME TAXATION UPON PARTICIPANTS AND THE COMPANY WITH RESPECT TO THE GRANT AND EXERCISE OF AWARDS UNDER THE 2024 OMNIBUS EQUITY PLAN. IT DOES NOT PURPORT TO BE COMPLETE AND DOES NOT DISCUSS THE TAX CONSEQUENCES OF A PARTICIPANT’S DEATH OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH THE PARTICIPANT MAY RESIDE.

✓

Our Board of Directors unanimously recommends a vote FOR Proposal No. 4 to approve and adopt the Chart Industries, Inc. 2024 Omnibus Equity Plan.


2024 Proxy Statement		Chart Industries, Inc. - 83

STOCKHOLDER PROPOSALS FOR 2025 ANNUAL MEETING

To be included in the proxy for the Annual Meeting for 2025, stockholder proposals must be received by the Company no later than December 11, 2024. Proposals for inclusion in the proxy statement must comply with the Exchange Act, including Rule 14a-8, as well as with our By-Laws.

Pursuant to our By-Laws, stockholders may present proposals that are proper subjects for consideration at an Annual Meeting. Our By-Laws require all stockholders who intend to make proposals at an Annual Meeting to submit their proposals to the Company not less than 90 calendar days nor more than the 120 calendar days prior to the first anniversary of the date of the preceding year’s Annual Meeting. To be eligible for consideration at the 2025 Annual Meeting, proposals that have not been received by December 11, 2024 must be received by the Company between January 21, 2025 and February 20, 2025. In the event the date of the 2025 Annual Meeting is changed by more than 25 calendar days from the first anniversary of the 2024 Annual Meeting, stockholder notice must be received not later than the close of business on the 10th calendar day following the date on which notice of the 2025 Annual Meeting was mailed or public announcement of the date is made, whichever first occurs.

In addition to satisfying the foregoing advance notice requirements under our By-Laws, to comply with the universal proxy rules under the Exchange Act, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 22, 2025.

These provisions are intended to allow all stockholders to have an opportunity to consider business expected to be raised at the meeting.


84 - Chart Industries, Inc.		2024 Proxy Statement

OTHER MATTERS TO COME BEFORE THE ANNUAL MEETING

The Board is not aware of any other business to be presented for a vote of the stockholders at the Annual Meeting. If any other matters are properly presented for a vote, the people named as proxies will have discretionary authority, to the extent permitted by law, to vote on such matters according to their best judgment.

The chairman of the Annual Meeting may refuse to allow presentation of a proposal or nominee for the Board if the proposal or nominee was not properly submitted.

********************

Upon the receipt of a written request from any stockholder entitled to vote at the forthcoming Annual Meeting, the Company will mail, at no charge to the stockholder, a copy of the Company’s Annual Report on Form 10-K, including the financial statements and schedules required to be filed with the Commission pursuant to Rule 13a-1 under the Exchange Act for the Company’s most recent fiscal year. Requests from beneficial owners of the Company’s voting securities must set forth a good-faith representation that as of the record date for the Annual Meeting, the person making the request was the beneficial owner of securities entitled to vote at such Annual Meeting. Written requests for the Annual Report on Form 10-K should be directed to our Secretary at 2200 Airport Industrial Drive, Suite 100, Ball Ground, Georgia 30107.

It is important that your shares be represented at the meeting, regardless of the number of shares that you hold. YOU, THEREFORE, ARE URGED TO COMPLETE, DATE, AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE OR SUBMIT A PROXY BY TELEPHONE OR THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. Stockholders who are present at the virtual Annual Meeting may revoke their proxies and vote during the virtual Annual Meeting or, if they prefer, may abstain from voting during the virtual Annual Meeting and allow their proxies to be voted.

Singleton B. McAllister

Chair

Ball Ground, Georgia


2024 Proxy Statement		Chart Industries, Inc. - 85

Appendix A

2023 Compensation Peer Group

Albany International Corp.

Altra Industrial Motion Corp.

Arcosa

Barnes Group Inc.

ChampionX

Colfax Corporation

EnPro Industries, Inc.

ESCO Technologies Inc.

Exterran Corporation

Franklin Electric Co., Inc.

Harsco Corporation

Hillenbrand, Inc.

ITT Inc.

John Bean Technologies Corporation

New Fortress Energy LLC

Plug Power Inc.

SPX Corporation

SPX Flow

Watts Water Technologies, Inc.

Worthington Industries, Inc.


2023 TSR Peer Group
Air Products and Chemicals, Inc.
Baker Hughes Company		Franklin Electric Co., Inc.
Barnes Group Inc.		Harsco Corporation
ChampionX		IDEX Corporation
Cheniere Energy, Inc.		ITT Inc.
CIMC Enric Holdings Limited		New Fortress Energy LLC
CNH Industrial N.V. EnPro Industries, Inc. ESCO Technologies Inc.		Nikkiso Plug Power Inc. SPX Corporation Worthington Industries, Inc.


2024 Compensation Peer Group
AMETEK, Inc.		Illinois Tool Works Inc.
Baker Hughes Company		Ingersoll Rand Inc.
Cummins Inc.		ITT Inc.
Donaldson Company, Inc.		Nordson Corporation
Dover Corporation		Parker-Hannifin Corporation
Flowserve Corporation		Pentair plc
Fortive Corp.		Rockwell Automation, Inc.
IDEX Corporation		Worthington Industries, Inc.

A-1

Appendix B

CHART INDUSTRIES, INC.

2024 OMNIBUS EQUITY PLAN

ARTICLE 1

General Purpose of Plan; Definitions

1.1

Name and Purposes. The name of this plan is the Chart Industries, Inc. 2024 Omnibus Equity Plan. The purpose of this Plan is to enable Chart Industries, Inc. and its Affiliates to: (i) attract and retain skilled and qualified officers, employees and directors who are expected to contribute to the Company’s success by providing long-term incentive compensation opportunities competitive with those made available by other companies; (ii) motivate participants to achieve the long-term success and growth of the Company; (iii) facilitate ownership of shares of the Company; and (iv) align the interests of the participants with those of the Company’s Stockholders.

1.2	Certain Definitions. Unless the context otherwise indicates, the following words shall have the following meanings whenever used in this Plan:

“Affiliate” means any corporation, partnership, joint venture or other entity, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with the Company within the meaning of Section 414(b) or (c) of the Code.

“2017 Plan” means the Chart Industries, Inc. Amended and Restated 2017 Omnibus Equity Plan.

“Award” means any Common Share, Stock Option, Stock Appreciation Right, Restricted Share, Restricted Share Unit or Performance Share granted pursuant to this Plan.

“Base Value” is defined in Section 7.3.

“Beneficial Owner” means a “beneficial owner,” as such term is defined in Rule 13d-3 under the Exchange Act (or any successor rule thereto).

“Board” means the Board of Directors of the Company.

“Change in Control” is defined in Section 12.1.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, and lawful regulations and guidance promulgated thereunder. Whenever reference is made to a specific Internal Revenue Code section, such reference shall be deemed to be a reference to any successor Internal Revenue Code section or sections with the same or similar purpose.

“Committee” means the entity administering this Plan as provided in Section 2.1.

“Common Shares” means shares of common stock of the Company, par value $0.01 per share.

“Company” means Chart Industries, Inc., a corporation organized under the laws of the State of Delaware and, except for purposes of determining whether a Change in Control has occurred, any corporation or entity that is a successor to Chart Industries, Inc. or substantially all of the assets of Chart Industries, Inc. and that assumes the obligations of Chart Industries, Inc. under this Plan by operation of law or otherwise.

“Date of Grant” means the date on which the Committee grants an Award.

“Director” means a member of the Board.

“Disability” shall be defined in the Award agreements, as necessary.

“Eligible Director” is defined in Section 4.1.

“Employment” as used herein shall be deemed to refer to (i) a participant’s employment if the participant is an employee of the Company or any of its Affiliates; (ii) a participant’s services as a consultant, if the participant as a consultant to the Company or its Affiliates; and (iii) a participant’s services as a non-employee director, if the participant is a non-employee member of the Board; provided that, for any Award that is or becomes subject to Section 409A of the Code, termination of Employment means a “separation from service” under Section 409A of the Code.

B-1

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any lawful regulations and guidance promulgated thereunder. Whenever reference is made to a specific Securities Exchange Act of 1934 section, such reference shall be deemed to be a reference to any successor section or sections with the same or similar purpose.

“Exercise Price” means the purchase price of a Share pursuant to a Stock Option.

“Fair Market Value” means the last closing price of a Share as reported on The Nasdaq Stock Market, or, if applicable, on another national securities exchange on which the Common Shares are principally traded, on the date for which the determination of Fair Market Value is made or, if there are no sales of Common Shares on such date, then on the most recent immediately preceding date on which there were any sales of Common Shares. If the Common Shares are not traded on The Nasdaq Stock Market or another national securities exchange, the “Fair Market Value” of Common Shares shall be determined by the Committee in a reasonable manner pursuant to a reasonable valuation method. Notwithstanding anything to the contrary in the foregoing, as of any date, the “Fair Market Value” of Common Shares shall be determined in a manner consistent with avoiding adverse tax consequences under Code Section 409A. In addition, “Fair Market Value” with respect to ISOs and related SARs shall be determined in accordance with Section 6.2(f).

“Full-Value Awards” means Restricted Share Awards, Restricted Share Unit Awards, Performance Share Awards and Common Share Awards.

“Incentive Stock Option” and “ISO” mean a Stock Option which meets the requirements of Section 422 of the Code.

“Non-Qualified Stock Option” and “NQSO” mean a Stock Option that does not meet the requirements of Section 422 of the Code.

“Outside Director” means a Director who meets the definition of a “non-employee director” set forth in Rule 16b-3, or any successor definitions adopted by the Securities and Exchange Commission, respectively, and similar requirements under any other applicable laws, rules and regulations.

“Parent” means any corporation which qualifies as a “parent corporation” of the Company under Section 424(e) of the Code.

“Performance Period” is defined in Section 8.4(g).

“Performance Shares” is defined in Article 9.

“Permitted Holder” means as of the date of determination, any an employee benefit plan (or trust forming a part thereof) maintained by (i) the Company or its Affiliates or (ii) any corporation or other Person of which a majority of its voting power of its voting equity securities or equity interest is owned, directly or indirectly, by the Company.

“Person” means a “person”, as such term is used for purposes of Section 13(d) or 14(d) of the Exchange Act.

“Plan” means this Chart Industries, Inc. 2017 Omnibus Equity Plan, as amended from time to time.

“Plan Year” means the calendar year.

“Restricted Share Units” is defined in Article 8.

“Restricted Shares” is defined in Article 8.

“Retirement” shall be defined in the Award agreements, as necessary.

“Rule 16b-3” is defined in Article 17.

“Section 16 Person” means a person potentially subject to liability under Section 16(b) of the Exchange Act with respect to transactions involving equity securities of the Company.

“Share” or “Shares” mean one or more of the Common Shares.

“Stock Appreciation Rights” and “SARs” mean any right pursuant to an Award granted under Article 7.

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“Stock Option” means a right to purchase a specified number of Shares at a specified price which is granted pursuant to Article 5; such right may be an Incentive Stock Option or a Non-Qualified Stock Option.

“Stock Power” means a power of attorney executed by a participant and delivered to the Company which authorizes the Company to transfer ownership of Restricted Shares, Performance Shares or Common Shares from the participant to the Company or a third party.

“Stockholder” means an individual or entity that owns one or more Shares.

“Subsidiary” means any corporation which qualifies as a “subsidiary corporation” of the Company under Section 424(f) of the Code.

“Vested” means, with respect to a Common Share, when the Common Share has been awarded; with respect to a Stock Option, when the Stock Option first becomes exercisable; with respect to a Stock Appreciation Right, when the Stock Appreciation Right first becomes exercisable; with respect to Restricted Shares, when the Shares are no longer subject to forfeiture and restrictions on transferability; with respect to Restricted Share Units and Performance Shares, when the units or Shares are no longer subject to forfeiture and are convertible to Shares. “Vest” and “Vesting” shall have correlative meanings.

ARTICLE 2

Administration

2.1	Authority and Duties of the Committee.

(a)

The Plan shall be administered by a Committee of at least three Directors who are appointed by the Board. Unless otherwise determined by the Board, the Compensation Committee shall serve as the Committee, and all of the members of the Committee shall be Outside Directors. Notwithstanding this requirement that the Committee consist exclusively of Outside Directors, no action or determination by the Committee or an individual then considered to be an Outside Director shall be deemed void because it is discovered that a member of the Committee or such individual fails to satisfy the requirements for being an Outside Director, except to the extent required by applicable law.

(b)	The Committee has the power and authority to grant Awards pursuant to the terms of this Plan to officers, employees, consultants and Eligible Directors.

(c)	The Committee has the sole and exclusive authority, subject to any limitations specifically set forth in this Plan, to:

(i)	select the officers, employees, consultants and Eligible Directors to whom Awards are granted;

(ii)	determine the types of Awards granted and the timing of such Awards;

(iii)

determine the number of Shares to be covered by each Award granted hereunder;

(iv)

determine the other terms and conditions, not inconsistent with the terms of this Plan, of any Award granted hereunder; such terms and conditions include, but are not limited to, the Exercise Price, the time or times when Options or Stock Appreciation Rights may be exercised (which may be based on performance objectives), any Vesting, acceleration or waiver of forfeiture restrictions, any performance criteria applicable to an Award, and any restriction or limitation regarding any Option or Stock Appreciation Right or the Common Shares relating thereto, based in each case on such factors as the Committee, in its sole discretion, shall determine;

(vi)	determine whether any conditions or objectives related to Awards have been met;

(vii)

subsequently modify or waive any terms and conditions of Awards, not inconsistent with the terms of this Plan;

(viii)

adopt, alter and repeal such administrative rules, guidelines and practices governing this Plan as it deems advisable from time to time;

(ix)	promulgate such administrative forms as they from time to time deem necessary or appropriate for administration of the Plan;

B-3

(x)	construe, interpret, administer and implement the terms and provisions of this Plan, any Award and any related agreements;

(xi)	correct any defect, supply any omission and reconcile any inconsistency in or between the Plan, any Award and any related agreements;

(xii)

prescribe any legends to be affixed to certificates representing Shares or other interests granted or issued under the Plan; and

(xiii)

otherwise supervise the administration of this Plan.

(d)

All decisions made by the Committee pursuant to the provisions of this Plan are final and binding on all persons, including the Company, its Stockholders and participants, but may be made by their terms subject to ratification or approval by, the Board, another committee of the Board of Directors or Stockholders.

(e)	The Company shall furnish the Committee and its delegates with such clerical and other assistance as is necessary for the performance of the Committee’s duties under the Plan.

2.2

Delegation of Duties. The Committee may delegate ministerial duties to any other person or persons, and it may employ attorneys, consultants, accountants or other professional advisers for purposes relating to plan administration at the expense of the Company. The Committee may, by resolution, authorize a subcommittee of the Compensation Committee or another committee of the Board to do one or both of the following on the same basis as the Committee: (a) designate employees to be recipients of awards under this Plan; (b) determine the size of any such awards; provided, however, that (x) the Committee will not delegate such responsibilities to any such subcommittee or committee for awards granted to a participant who is a Section 16 Person; (y) the resolution providing for such authorization sets forth the total number of Common Shares such subcommittee or committee may grant; and (z) the subcommittee or committee will report periodically to the Committee regarding the nature and scope of the awards granted pursuant to the authority delegated.

2.3

Limitation of Liability. Members of the Board, members of the Committee and Company employees who are their designees acting under this Plan shall be fully protected in relying in good faith upon the advice of counsel and shall incur no liability except for grossly negligent or willful misconduct in the performance of their duties hereunder.

ARTICLE 3

Stock Subject to Plan

3.1

Total Shares Limitation. Subject to any limitations specified elsewhere in the Plan, the maximum number of Shares cumulatively available for issuance under the Plan is 1,600,000 Shares (the “Aggregate Share Limit”). Shares that may be issued pursuant to Awards granted under this Plan may be treasury Shares or unissued Shares.

3.2	Other Limitations.

(a)	Stock Option and SAR Limitations. The maximum number of Shares available with respect to all Stock Options and Stock Appreciation Rights granted under this Plan is 1,600,000 Shares. The maximum number of Shares available with respect to ISOs granted under this Plan is 200,000 Shares.

(b)

Participant Limitation. The aggregate number of Shares underlying Awards granted under this Plan to any employee participant in any Plan Year, regardless of whether such Awards are thereafter canceled, forfeited or terminated, shall not exceed either of the following limitations: (i) 300,000 Options and SARS or (ii) 300,000 Full-Value Awards. The foregoing annual limitations are intended to include the grant of all Awards.

(c)

Limitation on Awards to Directors. Notwithstanding any other provision of this Plan to the contrary, the Committee may not grant any Awards to any non-employee Director under this Plan during any calendar year period that would result in (i) more than 25,000 Shares being issued to such non-employee Director or (ii) the aggregate value of such award being in excess of $1,000,000.

3.3

Awards Not Exercised; Effect of Receipt of Shares. If any outstanding Award, or portion thereof, expires, or is terminated, canceled or forfeited, the Shares that would otherwise be issuable with respect to the unexercised portion of such expired, terminated, canceled or forfeited Award shall be available for

B-4

subsequent Awards under this Plan. If the Exercise Price of a Stock Option is paid in Shares, Shares underlying the exercised portion of an SAR are not issued upon exercise of the SAR, Shares are withheld to satisfy an individual participant’s tax obligations or Shares are repurchased by the Company on the open market with respect to Awards under this Plan, the Shares received, not issued, withheld or repurchased by the Company in connection therewith shall not be added to the maximum aggregate number of Shares which may be issued under Section 3.1.

3.4	Dilution and Other Adjustments.

(a)

If the Committee determines that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, redesignation, reclassification, merger, consolidation, liquidation, split-up, reverse split, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Plan, then the Committee shall, in such manner as it deems equitable, adjust any or all of (i) the number and type of Shares (or other securities or other property) which thereafter may be made the subject of Awards; (ii) the number and type of Shares (or other securities or other property) subject to outstanding Awards; (iii) the limitations set forth above; and (iv) the purchase or exercise price or any performance objective with respect to any Award; provided, however, that the number of Shares or other securities covered by any Award or to which such Award relates is always a whole number. Notwithstanding the foregoing, the foregoing adjustments shall be made in conformity with: (i) Sections 422 and 424 of the Code with respect to ISOs; (ii) Treasury Department Regulation Section 1.424-1 (and any successor) with respect to NQSOs, applied as if the NQSOs were ISOs; and (iii) Section 409A of the Code, to the extent necessary to avoid its application or avoid adverse tax consequences thereunder

(b)

In addition to the adjustments permitted under paragraph (a) above, the Committee, in its sole discretion, may make such other adjustments or modifications in the terms of any Awards that it deems appropriate to reflect any of the events described in paragraph (a) above, including, but not limited to, (i) modifications of performance goals and changes in the length of Performance Periods; (ii) the substitution of other property of equivalent value (including, without limitation, cash, other securities and securities of entities other than the Company that agree to such substitution) for the Shares available under the Plan or the Shares covered by outstanding Awards, including arranging for the assumption, or replacement with new awards, of Awards held by participants; and (iii) in connection with any sale of a Subsidiary, arranging for the assumption, or replacement with new awards, of Awards held by participants employed by the affected Subsidiary by the Subsidiary or an entity that controls the Subsidiary following the sale of such Subsidiary.

3.5

Shares Exempt from Minimum Vesting Requirements. Notwithstanding any provision in this Plan to the contrary, up to 5% of the Aggregate Share Limit may be used for Awards granted under Articles 5 through 9 of this Plan that are not subject to the vesting requirements for Awards set forth in Sections 5.2(c), 7.2(b), 8.5 and 9.5. Notwithstanding anything to the contrary herein, any Common Shares granted to Eligible Directors pursuant to Article 10 shall not be subject to any vesting requirements except as may be determined by the Committee in its discretion.

ARTICLE 4

Participants

4.1	Eligibility. Officers, all other active common law employees of the Company or any of its Affiliates, consultants and nonemployee directors (each an “Eligible Director”) who are selected by the Committee in its sole discretion are eligible to participate in this Plan.

4.2

Award Agreements. Awards are contingent upon the participant’s execution of a written or electronic agreement in a form prescribed by the Committee or a written or electronic statement issued by the Company to a participant. Execution of an Award agreement shall constitute the participant’s irrevocable agreement to, and acceptance of, the terms and conditions of the Award set forth in such agreement and of the terms and conditions of the Plan applicable to such Award. Award agreements may differ from time to time and from participant to participant.

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ARTICLE 5

Stock Option Awards

5.1	Option Grant. Each Stock Option granted under this Plan will be evidenced by minutes of a meeting, or by a unanimous written consent without a meeting, of the Committee, and by a written agreement dated as of the Date of Grant and executed by the Company and by the appropriate participant.

5.2

Terms and Conditions of Grants. Stock Options granted under this Plan are subject to the following terms and conditions and may contain such additional terms, conditions, restrictions and contingencies with respect to exercisability and with respect to the Shares acquired upon exercise as may be provided in the relevant agreement evidencing the Stock Options, as the Committee deems desirable, so long as such terms and conditions are not inconsistent with the terms of this Plan:

(a)

Exercise Price. Subject to Section 3.4, the Exercise Price will never be less than 100% of the Fair Market Value of the Shares on the Date of Grant. Except as otherwise provided in Section 3.4, no subsequent amendment of an outstanding Stock Option may reduce the Exercise Price to less than 100% of the Fair Market Value of the Shares on the Date of Grant. Without stockholder approval, except as provided in Section 3.4, no Stock Option shall be repriced or exchanged for cash, other Awards, or a Stock Option or Stock Appreciation Right with an Exercise Price that is less than the Exercise Price of the original Stock Option.

(b)

Option Term. Any unexercised portion of a Stock Option granted hereunder shall expire at the end of the stated term of the Stock Option. The Committee shall determine the term of each Stock Option at the time of grant, which term shall not exceed ten years from the Date of Grant. The Committee may extend the term of a Stock Option, in its discretion, but not beyond the date immediately prior to the tenth anniversary of the original Date of Grant. If a definite term is not specified by the Committee at the time of grant, then the term is deemed to be ten years.

(c)

Vesting. Stock Options, or portions thereof, are exercisable at such time or times and on such conditions as determined by the Committee in its discretion at or after grant, provided however, that except as provided in Section 3.5, the scheduled vesting period for any Stock Option shall be at least one year. If the Committee provides that any Stock Option becomes Vested over a period of time or on conditions, in its entirety or in installments, the Committee may waive or accelerate those Vesting provisions at any time.

(d)

Method of Exercise. Vested portions of any Stock Option may be exercised in whole or in part at any time during the option term by giving written notice of exercise to the Company specifying the number of Shares to be purchased. The notice must be given by or on behalf of a person entitled to exercise the Stock Option, accompanied by payment in full of the Exercise Price, along with any tax withholding pursuant to Article 16. Subject to the approval of the Committee, the Exercise Price may be paid:

(i)	in cash in any manner satisfactory to the Committee;

(ii)	by tendering (by either actual delivery of Shares or by attestation) unrestricted Shares that are owned on the date of exercise by the person entitled to exercise the Stock Option having an aggregate Fair Market Value on the date of exercise equal to the applicable Exercise Price;

(iii)

by a combination of cash and unrestricted Shares that are owned on the date of exercise by the person entitled to exercise the Stock Option;

(iv)	By delivery of irrevocable instructions to a broker to sell Shares obtained upon exercise of the Stock Option and to deliver promptly to the Company an amount out of the proceeds of such sale equal to the Exercise Price for the Shares being purchased; and

(v)	by another method permitted by law and affirmatively approved by the Committee which assures full and immediate payment or satisfaction of the Exercise Price.

The Committee may withhold its approval for any method of payment for any reason, in its sole discretion, including but not limited to concerns that the proposed method of payment will result in adverse financial accounting treatment, adverse tax treatment for the Company or a participant or a violation of the Sarbanes-Oxley Act of 2002, as amended from time to time, and lawful regulations and guidance promulgated thereunder.

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(e)

Issuance of Shares. The Company will issue or cause to be issued Shares as soon as practicable after exercise of a Stock Option and receipt of full payment of the Exercise Price. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares, in certificated or uncertificated form, no right to vote or receive dividends or any other rights as a Stockholder will exist with respect to the Shares, notwithstanding the exercise of the Stock Option.

(f)	Form. Unless the grant of a Stock Option is designated at the time of grant as an ISO, it is deemed to be an NQSO. ISOs are subject to the additional terms and conditions in Article 6.

(g)

Special Limitations on Stock Option Awards. Unless an Award agreement approved by the Committee expressly provides otherwise, Stock Options awarded under this Plan are intended to meet the requirements for exclusion from coverage under Section 409A of the Code and all Stock Option Awards shall be construed and administered accordingly.

ARTICLE 6

Special Rules Applicable to Incentive Stock Options

6.1	Eligibility. Notwithstanding any other provision of this Plan to the contrary, an ISO may only be granted to employees (including officers and Directors who are also employees) of the Company or an Affiliate which is also a Parent or Subsidiary.

6.2	Special ISO Rules.

(a)	Term. No ISO may be exercisable on or after the tenth anniversary of the Date of Grant, and no ISO may be granted under this Plan on or after the tenth anniversary of the effective date of this Plan.

(b)

Ten Percent Stockholder. If a grantee owns (at the time of the Award and after application of the rules contained in Section 424(d) of the Code) equity securities possessing more than 10% of the total combined voting power of all classes of equity securities of the Company, its Parent or any Subsidiary, the Exercise Price of the ISO will be at least 110% of the Fair Market Value of the Shares as of the Date of Grant and such ISO shall not be exercisable on or after the fifth anniversary of the Date of Grant.

(c)

Limitation on Grants. The aggregate Fair Market Value (determined with respect to each ISO at the time of grant) of the Shares with respect to which ISOs are exercisable for the first time by an optionee during any calendar year (under this Plan or any other plan adopted by the Company or a Parent or a Subsidiary) shall not exceed $100,000. If such aggregate Fair Market Value shall exceed $100,000, such number of ISOs as shall have an aggregate Fair Market Value equal to the amount in excess of $100,000 shall be treated as NQSOs.

(d)

Non-Transferability. Notwithstanding any other provision herein to the contrary, no ISO (and, if applicable, related Stock Appreciation Right) may be transferred except by will or by the laws of descent and distribution, nor may an ISO (or related Stock Appreciation Right) be exercisable during an optionee’s lifetime other than by him or her (or his or her guardian or legal representative to the extent permitted by applicable law).

(e)

Termination of Employment. No ISO may be exercised more than three months following termination of employment for any reason (including retirement) other than death or disability, nor more than one year following termination of employment due to death or disability (as defined in Section 422 of the Code), or such option will no longer qualify as an ISO and shall thereafter be, and receive the tax treatment applicable to, an NQSO. For this purpose, a termination of employment is cessation of employment such that no employment relationship exists between the participant and the Company, a Parent or a Subsidiary.

(f)	Fair Market Value. For purposes of any ISO granted hereunder (or, if applicable, related Stock Appreciation Right), the Fair Market Value of Shares shall be determined in the manner required by Section 422 of the Code.

6.3

Subject to Code Amendments. The foregoing limitations are designed to comply with the requirements of Section 422 of the Code and shall be automatically amended or modified to comply with changes to Section 422 of the Code. Any ISO which fails to meet the requirements of Section 422 of the Code is automatically treated as an NQSO appropriately granted under this Plan provided that it otherwise meets the Plan’s requirements for being an NQSO.

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ARTICLE 7

Stock Appreciation Rights

7.1

SAR Grant and Agreement. Stock Appreciation Rights may be granted under this Plan, either independently or in conjunction with the grant of a Stock Option. Each SAR granted under this Plan will be evidenced by minutes of a meeting, or by a unanimous written consent without a meeting, of the Committee, and by a written agreement dated as of the Date of Grant and executed by the Company and by the appropriate participant.

7.2	SARs Granted in Conjunction with Option. Stock Appreciation Rights may be granted in conjunction with all or part of any Stock Option granted under this Plan, at the same time as the grant of the Stock Option, and will be subject to the following terms and conditions:

(a)	Term. Each Stock Appreciation Right, or applicable portion thereof, granted with respect to a given Stock Option or portion thereof terminates and is no longer exercisable upon the termination or exercise of the related Stock Option, or applicable portion thereof.

(b)

Exercisability. A Stock Appreciation Right is exercisable only at such time or times and to the extent that the Stock Option to which it relates is Vested and exercisable in accordance with the provisions of Article 5 or otherwise as the Committee may determine, provided however, that, except as provided in Section 3.5, the scheduled vesting period for any Stock Appreciation Right shall be at least one year.

(c)

Method of Exercise. A Stock Appreciation Right may be exercised by the surrender of the applicable portion of the related Stock Option. Stock Options which have been so surrendered, in whole or in part, are no longer exercisable to the extent the related Stock Appreciation Rights have been exercised and are deemed to have been exercised for the purpose of the limitation set forth in Article 3 on the number of Shares to be issued under this Plan. Upon the exercise of a Stock Appreciation Right, subject to satisfaction of tax withholding requirements, the holder of the Stock Appreciation Right is entitled to receive cash or Shares equal in value to the excess of the Fair Market Value of a Share on the exercise date over the Exercise Price per Share specified in the related Stock Option, multiplied by the number of Shares in respect of which the Stock Appreciation Right is exercised. Any fractional Shares shall be paid in cash or, if the Committee determines, rounded downward to the next whole Share. At any time the Exercise Price per Share of the related Stock Option exceeds the Fair Market Value of one Share, the holder of the Stock Appreciation Right shall not be permitted to exercise such right. Without stockholder approval, except as provided in Section 3.4, no Stock Appreciation Right shall be repriced or exchanged for cash, other Awards, or a Stock Option or Stock Appreciation Right with an Exercise Price that is less than the Exercise Price of the original Stock Appreciation Right.

7.3	Independent SARs. Stock Appreciation Rights may be granted without related Stock Options, and independent Stock Appreciation Rights will be subject to the following terms and conditions:

(a)

Term. Any unexercised portion of an independent Stock Appreciation Right granted hereunder shall expire at the end of the stated term of the Stock Appreciation Right. The Committee shall determine the term of each Stock Appreciation Right at the time of grant, which term shall not exceed ten years from the Date of Grant. The Committee may extend the term of a Stock Appreciation Right, in its discretion, but not beyond the date immediately prior to the tenth anniversary of the original Date of Grant. If a definite term is not specified by the Committee at the time of grant, then the term is deemed to be ten years.

(b)

Exercisability. A Stock Appreciation Right is exercisable, in whole or in part, at such time or times as determined by the Committee at or after the time of grant, provided however, that, except as provided in Section 3.5, the scheduled vesting period for any Stock Appreciation Right shall be at least one year.

(c)

Method of Exercise. A Stock Appreciation Right may be exercised in whole or in part during the term by giving written notice of exercise to the Company specifying the number of Shares in respect of which the Stock Appreciation Right is being exercised. The notice must be given by or on behalf of a person entitled to exercise the Stock Appreciation Right. Upon the exercise of a Stock Appreciation Right, subject to satisfaction of tax withholding requirements, the holder of the Stock Appreciation Right is entitled to receive cash or Shares equal in value to the excess of the Fair Market Value of a Share on the exercise date over the Fair Market Value of a Share on the Date of Grant (the “Base Value”) multiplied by the number of Stock Appreciation Rights being exercised. Any fractional Shares shall be paid in cash or, if the Committee

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determines, rounded downward to the next whole Share. At any time the Fair Market Value of a Share on a proposed exercise date does not exceed the Base Value, the holder of the Stock Appreciation Right shall not be permitted to exercise such right.

7.4	Other Terms and Conditions of SAR Grants. Stock Appreciation Rights are subject to such other terms and conditions, not inconsistent with the provisions of this Plan, as are determined from time to time by the Committee.

7.5

Special Limitations on SAR Awards. Unless an Award agreement approved by the Committee expressly provides otherwise, Stock Appreciation Rights awarded under this Plan are intended to meet the requirements for exclusion from coverage under Section 409A of the Code and all Stock Appreciation Rights Awards shall be construed and administered accordingly.

ARTICLE 8

Restricted Share and Restricted Share Unit Awards

8.1

Restricted Share Grants and Agreements. Restricted Share Awards consist of Shares which are issued by the Company to a participant at no cost or at a purchase price determined by the Committee which may be below their Fair Market Value but which are subject to forfeiture and restrictions on their sale or other transfer by the participant. Each Restricted Share Award granted under this Plan will be evidenced by minutes of a meeting, or by a unanimous written consent without a meeting, of the Committee, and by a written agreement dated as of the Date of Grant and executed by the Company and by the participant. The timing of Restricted Share Awards and the number of Shares to be issued (subject to Section 3.4) are to be determined by the Committee in its discretion. By accepting a grant of Restricted Shares, the participant consents to any tax withholding.

8.2

Terms and Conditions of Restricted Share Grants. Restricted Shares granted under this Plan are subject to the following terms and conditions, which, except as otherwise provided herein, need not be the same for each participant, and may contain such additional terms, conditions, restrictions and contingencies not inconsistent with the terms of this Plan, as the Committee deems desirable:

(a)	Purchase Price. The Committee shall determine the prices, if any, at which Restricted Shares are to be issued to a participant, which may vary from time to time and from participant to participant and which may be below the Fair Market Value of such Restricted Shares at the Date of Grant.

(b)	Restrictions. All Restricted Shares issued under this Plan will be subject to such restrictions as the Committee may determine, which may include, without limitation, the following:

(i)

a prohibition against the sale, transfer, pledge or other encumbrance of the Restricted Shares, such prohibition to lapse at such time or times as the Committee determines , subject to the limitations set forth in Section 3.5 (whether in installments, at the time of the death, Disability or Retirement of the holder of such shares, or otherwise, but subject to the Change in Control provisions in Article 12 and the applicable Award agreements);

(ii)	a requirement that the participant forfeit such Restricted Shares in the event of termination of the participant’s employment or directorship with the Company or its Affiliates prior to Vesting;

(iii)

a prohibition against employment or retention of the participant by any competitor of the Company or its Affiliates, or against dissemination by the participant of any secret or confidential information belonging to the Company or an Affiliate;

(iv)

any applicable requirements arising under the Securities Act of 1933, as amended, other securities laws, the rules and regulations of The Nasdaq Stock Market or any other stock exchange or transaction reporting system upon which such Restricted Shares are then listed or quoted and any state laws, rules and regulations, including “blue sky” laws; and

(v)	such additional restrictions as are required to avoid adverse tax consequences under Section 409A of the Code.

The Committee may at any time waive such restrictions or accelerate the date or dates on which the restrictions will lapse. However, if the Committee determines that restrictions lapse upon the attainment of specified performance objectives, then the provisions of Sections 9.2 and 9.3 will apply.

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(c)	Delivery of Shares. Restricted Shares will be certificated and registered in the name of the participant and deposited, together with a Stock Power, with the Company. Each such certificate will bear a legend in substantially the following form:

“The transferability of this certificate and the Common Shares represented by it are subject to the terms and conditions (including conditions of forfeiture) contained in the Chart Industries, Inc. 2024 Omnibus Equity Plan and an agreement entered into between the registered owner and the Company. A copy of this Plan and agreement are on file in the office of the Secretary of the Company.”

At the end of any time period during which the Restricted Shares are subject to forfeiture and restrictions on transfer, and after any tax withholding, such Shares will be delivered free of all restrictions (except for any pursuant to Section 15.2) to the participant or other appropriate person and with the foregoing legend removed.

(d)

Forfeiture of Shares. If a participant who holds Restricted Shares fails to satisfy the restrictions, Vesting requirements and other conditions relating to the Restricted Shares prior to the lapse, satisfaction or waiver of such restrictions and conditions, except as may otherwise be determined by the Committee, the participant shall forfeit the Shares and transfer them back to the Company in exchange for a refund of any consideration paid by the participant or such other amount which may be specifically set forth in the Award agreement. A participant shall execute and deliver to the Company one or more Stock Powers with respect to Restricted Shares granted to such participant.

(e)

Voting and Other Rights. Except as otherwise provided by the terms of the applicable Restricted Share Agreement, during any period in which Restricted Shares are subject to forfeiture and restrictions on transfer, the participant holding such Restricted Shares shall have all the rights of a Stockholder with respect to such Shares, including, without limitation, the right to vote such Shares and the right to receive any dividends paid with respect to such Shares; provided that any dividends will be re-invested into additional Restricted Shares or accrued as cash payments and, in either case, subject to the same vesting conditions as the underlying Shares, including the achievement of performance goals, if applicable,

8.3

Restricted Share Unit Awards and Agreements. Restricted Share Unit Awards consist of Shares that will be issued to a participant at a future time or times at no cost or at a purchase price determined by the Committee which may be below their Fair Market Value if continued employment, continued directorship and/or other terms and conditions specified by the Committee are satisfied. Each Restricted Share Unit Award granted under this Plan will be evidenced by minutes of a meeting, or by a unanimous written consent without a meeting, of the Committee, and by a written agreement dated as of the Date of Grant and executed by the Company and the Plan participant. The timing of Restricted Share Unit Awards and the number of Restricted Share Units to be awarded (subject to Section 3.2) are to be determined by the Committee in its sole discretion. By accepting a Restricted Share Unit Award, the participant agrees to remit to the Company when due any tax withholding as provided in Article 16.

8.4

Terms and Conditions of Restricted Share Unit Awards. Restricted Share Unit Awards are subject to the following terms and conditions, which, except as otherwise provided herein, need not be the same for each participant, and may contain such additional terms, conditions, restrictions and contingencies not inconsistent with the terms of this Plan, as the Committee deems desirable:

(a)	Purchase Price. The Committee shall determine the prices, if any, at which Shares are to be issued to a participant after Vesting of Restricted Share Units, which may vary from time to time and among participants and which may be below the Fair Market Value of Shares at the Date of Grant.

(b)	Restrictions. All Restricted Share Units awarded under this Plan will be subject to such restrictions as the Committee may determine, which may include, without limitation, the following:

(i)	a prohibition against the sale, transfer, pledge or other encumbrance of the Restricted Share Unit;

(ii)	a requirement that the participant forfeit such Restricted Share Unit in the event of termination of the participant’s employment or directorship with the Company or its Affiliates prior to Vesting;

(iii)

a prohibition against employment of the participant by, or provision of services by the participant to, any competitor of the Company or its Affiliates, or against dissemination by the participant of any secret or confidential information belonging to the Company or an Affiliate;

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(iv)

any applicable requirements arising under the Securities Act of 1933, as amended, other securities laws, the rules and regulations of The Nasdaq Stock Market or any other stock exchange or transaction reporting system upon which the Common Shares are then listed or quoted and any state laws, rules and interpretations, including “blue sky” laws; and

(v)	such additional restrictions as are required to avoid adverse tax consequences under Section 409A of the Code.

The Committee may at any time waive such restrictions or accelerate the date or dates on which the restrictions will lapse.

(c)	Performance-Based Restrictions. The Committee may, in its sole discretion, provide restrictions that lapse upon the attainment of specified performance objectives. In such case, the provisions of Sections 9.2 and 9.3 will apply (including, but not limited to, the enumerated performance objectives).

(d)

Voting and Other Rights. A participant holding Restricted Share Units shall not be deemed to be a Stockholder solely because of such units. Such participant shall have no rights of a Stockholder with respect to such units; provided, however, that an Award agreement may provide for payment of an amount of money (or Shares with a Fair Market Value equivalent to such amount) equal to the dividends paid from time to time on the number of Common Shares that would become payable upon, and subject to, vesting of the Restricted Share Unit Award; provided that if restrictions lapse upon the attainment of specified performance objectives, then such dividend equivalents shall be paid only to the extent performance objectives are achieved.

(e)

Lapse of Restrictions. Subject to the restrictions set forth in Section 3.5, if a participant who holds Restricted Share Units satisfies the restrictions and other conditions relating to the Restricted Share Units prior to the lapse or waiver of such restrictions and conditions, the Restricted Share Units shall be converted to, or replaced with, Shares which are free of all restrictions except for any restrictions pursuant to Section 15.2.

(f)

Forfeiture of Restricted Share Units. If a participant who holds Restricted Share Units fails to satisfy the restrictions, Vesting requirements and other conditions relating to the Restricted Share Units prior to the lapse, satisfaction or waiver of such restrictions and conditions, except as may otherwise be determined by the Committee, the participant shall forfeit the Restricted Share Units.

(g)

Termination. A Restricted Share Unit Award or unearned portion thereof will terminate without the issuance of Shares on the termination date specified on the Date of Grant or upon the termination of Employment or directorship of the participant during the time period or periods specified by the Committee during which any performance objectives must be met (the “Performance Period”). If a participant’s Employment or directorship with the Company or its Affiliates terminates by reason of his or her death, Disability or Retirement, the Committee in its discretion at or after the Date of Grant may determine that the participant (or the heir, legatee or legal representative of the participant’s estate) will receive a distribution of Shares in an amount which is not more than the number of Shares which would have been earned by the participant if the target performance for the current Performance Period had been achieved prorated based on the ratio of the number of months of active employment in the Performance Period to the total number of months in the Performance Period. However, with respect to Awards intended to be performance-based compensation (as described in Section 9.4(d)), distribution of the Shares shall not be made prior to attainment of the relevant performance objectives.

(h)	Special Limitations on Restricted Share Unit Awards. Restricted Share Units awarded under this Plan are intended to be compliant with, or exempt from, Section 409A of the Code and all Restricted Share Unit Awards shall be construed and administered accordingly.

8.5

Time Vesting of Restricted Share and Restricted Share Unit Awards. Restricted Shares or Restricted Share Units, or portions thereof, are exercisable at such time or times as determined by the Committee in its discretion at or after grant, provided, however that, except as provided in Section 3.5, (i) the scheduled vesting period for performance-based Restricted Shares and Restricted Share Units shall be at least one year; and (ii) the scheduled vesting period for service-based Restricted Shares or Restricted Share Units shall be at least three years. If the Committee provides that any Restricted Shares or Restricted Share Unit Awards become Vested over time (with or without a performance component), the Committee may waive or accelerate such Vesting provisions at any time, subject to the restrictions on time Vesting set forth in this Section.

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ARTICLE 9

Performance Share Awards

9.1

Performance Share Awards and Agreements. A Performance Share Award is a right to receive Shares in the future conditioned upon the attainment of specified performance objectives and such other conditions, restrictions and contingencies as the Committee may determine. Each Performance Share Award granted under this Plan will be evidenced by minutes of a meeting, or by a unanimous written consent without a meeting, of the Committee, and by a written agreement dated as of the Date of Grant and executed by the Company and by the Plan participant. The timing of Performance Share Awards and the number of Shares covered by each Award (subject to Section 3.2) are to be determined by the Committee in its discretion. By accepting a grant of Performance Shares, the participant agrees to remit to the Company when due any tax withholding as provided in Article 16.

9.2

Performance Objectives. At the time of grant of a Performance Share Award, the Committee will specify the performance objectives which, depending on the extent to which they are met, will determine the number of Shares that will be distributed to the participant. The Committee will also specify the time period or periods (the “Performance Period”) during which the performance objectives must be met. The Committee may use performance objectives based on one or more of the following: (i) earnings before or after taxes (including earnings before interest, taxes, depreciation and amortization or earnings before interest and taxes); (ii) net income; (iii) operating income; (iv) earnings per share; (v) book value per share; (vi) return on stockholders’ equity; (vii) expense management; (viii) return on investment; (ix) improvements in capital structure or capital expenses; (x) profitability of an identifiable business unit or product; (xi) maintenance or improvement of profit margins; (xii) stock price; (xiii) market share; (xiv) costs; (xv) liquidity or cash flow; (xvi) working capital and working capital metrics; (xvii) return on assets; (xviii) assets, debt or net debt; (xix) total return; (xx) customer satisfaction survey performance; (xxi) quality improvement performance; and (xxii) manufacturing productivity performance, as such measures are defined by the Committee. The Committee may designate a single goal criterion or multiple goal criteria for performance measurement purposes. Performance measurement may be based on absolute Company, business unit or divisional performance and/or on performance as compared with that of other publicly-traded companies. The performance objectives and periods need not be the same for each participant nor for each Award.

9.3

Adjustment of Performance Objective and Evaluations. The Committee may modify, amend or otherwise adjust the performance objectives specified for outstanding Performance Share Awards if it determines that an adjustment would be consistent with the objectives of this Plan and taking into account the interests of the participants and the public Stockholders of the Company to the extent applicable, unless the Committee indicates a contrary intention. The types of events which could cause an adjustment in the performance objectives include, without limitation, accounting changes which substantially affect the determination of performance objectives, changes in applicable laws or regulations which affect the performance objectives, and divisive corporate reorganizations, including spin-offs and other distributions of property or stock. The Committee may also appropriately adjust any performance evaluation under a performance objective or objectives to reflect any of the following events that may occur during the Performance Period: (1) asset gains or losses; (2) litigation, claims, judgments or settlements; (3) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results; (4) accruals for reorganization and restructuring programs; and (5) any gains and losses that are treated as unusual in nature or that occur infrequently under Accounting Standards Codification Topic 225.

9.4	Other Terms and Conditions. Performance Share Awards granted under this Plan are subject to the following terms and conditions and may contain such additional terms, conditions, restrictions and contingencies not inconsistent with the terms of this Plan as the Committee deems desirable:

(a)

Delivery of Shares. As soon as practicable after the applicable Performance Period has ended, the participant will receive a distribution of the number of Shares earned during the Performance Period, depending upon the extent to which the applicable performance objectives were achieved. Such Shares will be registered in the name of the participant and will be free of all restrictions except for any restrictions pursuant to Section 15.2.

(b)	Termination. A Performance Share Award or unearned portion thereof will terminate without the issuance of Shares on the termination date specified at the time of grant or upon the termination of employment or

B-12

directorship of the participant during the Performance Period. If a participant’s employment or directorship with the Company or its Affiliates terminates by reason of his or her death, Disability or Retirement, the Committee in its discretion at or after the time of grant may determine, notwithstanding any Vesting requirements under Section 9.4 (a), that the participant (or the heir, legatee or legal representative of the participant’s estate) will receive a distribution of a portion of the participant’s then-outstanding Performance Share Awards in an amount which is not more than the number of shares which would have been earned by the participant if 100% of the performance objectives for the current Performance Period had been achieved prorated based on the ratio of the number of months of active employment in the Performance Period to the total number of months in the Performance Period. However, with respect to Awards intended to be “performance-based compensation” (as described in Section 9.4(d)), distribution of the Shares shall not be made prior to attainment of the relevant performance objective.

(c)

Voting and Other Rights. Awards of Performance Shares do not provide the participant with voting rights or rights to dividends prior to the participant becoming the holder of record of Shares issued pursuant to an Award; provided, however, that an Award agreement may provide for payment of an amount of money (or Shares with a Fair Market Value equivalent to such amount) equal to the dividends paid from time to time on the number of Common Shares that would become payable upon vesting of a Performance Share Award but such dividend equivalents shall be paid only to the extent performance objectives are achieved. Prior to the issuance of Shares, Performance Share Awards may not be sold, transferred, pledged, assigned or otherwise encumbered.

9.5

Time Vesting of Performance Share Awards. Performance Share Awards, or portions thereof, will vest at such time or times as determined by the Committee in its discretion at or after grant, provided, however that, except as provided in Section 3.5, the scheduled vesting period for performance-based Performance Share Awards shall be at least one year. If the Committee provides that any Performance Shares become Vested over time (accelerated by a performance component), the Committee may waive or accelerate such Vesting provisions at any time, subject to the restrictions on time Vesting set forth in this Section.

9.6

Special Limitations on Performance Share Awards. Unless an Award agreement approved by the Committee provides otherwise, Performance Shares awarded under this Plan are intended to meet the requirements for exclusion from coverage under Section 409A of the Code and all Performance Share Awards shall be construed and administered accordingly.

ARTICLE 10

Common Share Awards

10.1	Eligibility. Notwithstanding any other provision of this Plan to the contrary, a Common Share may only be granted to an Eligible Director.

10.2	Terms and Conditions of Common Share Awards.

(a)	Purpose. Common Shares may be granted in consideration of services rendered to the Company by Eligible Directors in their capacity as Directors.

(b)	Vesting. All Common Shares shall vest at such time or times as determined by the Committee in its discretion at or after grant.

ARTICLE 11

Transfers and Leaves of Absence

11.1	Transfer of Participant. For purposes of this Plan, the transfer of a participant among the Company and its Affiliates is deemed not to be a termination of employment.

11.2	Effect of Leaves of Absence. For purposes of this Plan, the following leaves of absence are deemed not to be a termination of employment:

(a)	a leave of absence, approved in writing by the Company, for military service, sickness or any other purpose approved by the Company, if the period of such leave does not exceed 90 days;

(b)

a leave of absence in excess of 90 days, approved in writing by the Company, but only if the employee’s right to reemployment is guaranteed either by a statute or by contract, and provided that, in the case of any such leave of absence, the employee returns to work within 30 days after the end of such leave; and

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(c)	any other absence determined by the Committee in its discretion not to constitute a termination of employment.

ARTICLE 12

Effect of Change in Control

12.1

Change in Control Defined. “Change in Control” means the occurrence of any of the following: (i) the sale or disposition, in one or a series of related transactions, of all or substantially all, of the assets of the Company to any Person or “group” (as such term is defined in Sections 13(d)(3) or 14(d)(2) of the Exchange Act) other than the Permitted Holders; (ii) any Person or group other that the Permitted Holders is or becomes the Beneficial Owner (except that a Person shall be deemed to have “beneficial ownership” of all shares that any such Person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than 30% of the total voting power of the voting stock of the Company (or any entity which controls the Company or which is a successor to all or substantially all of the assets of the Company), including by way of merger, consolidation, tender or exchange offer or otherwise; or (iii) during any period of two (2) 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 the stockholders of the Company was approved by a vote of a majority of the Directors of the Company, then still 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. Notwithstanding the foregoing, the Committee may specify a different definition of “Change in Control” as necessary to prevent adverse taxation under Section 409A of the Code.

12.2	Treatment of Awards.

(a)	Following a Change in Control if the Company remains the surviving entity or Awards are Assumed by the successor:

(i)

Upon the occurrence of a Change in Control in which either (i) the Company remains the surviving entity or (ii) the Company is not the surviving entity, but the Awards granted under this Plan are Assumed (as defined in Section 12.2(a)(iii) below) by the Post-CIC Entity, any Award granted under this Plan prior to the Change in Control shall continue to vest and become exercisable in accordance with the terms of its original Award Agreement unless, during the two-year period commencing on the date of the Change in Control:

(A)	the participant’s employment or service is involuntarily terminated by the Company for reasons other than for Cause; or

(B)	the participant terminates his or her employment or service for Good Reason.

(ii)

If a participant’s employment or service is terminated as described in Sections 12.2(a)(i)(A) or (B) above, (A) any outstanding Stock Options and Stock Appreciation Rights shall become fully vested and remain exercisable until the earlier of (1) the end of the original term of the Stock Option or Stock Appreciation Right or (2) the second anniversary of the date the termination occurs; provided that, if the Award agreement provides for a longer period of exercisability following a termination, then this clause (2) shall be the end of such longer period; (B) any restrictions that apply to Awards made to such participant pursuant to this Plan shall lapse; and (iii) Awards made to such participant pursuant to this Plan that are subject to performance requirements shall immediately be earned or vest and shall, to the extent permitted under Code Section 409A without resulting in adverse tax effects to the participant, become immediately payable in accordance with their terms as if all of the performance requirements had been achieved at their target levels as of the date of termination; provided, that any participant who terminates his or her employment or service for Good Reason must:

(A)	provide the Company with a written notice of his or her intent to terminate employment or service for Good Reason within sixty (60) days after the participant becomes aware of the circumstances giving rise to Good Reason; and

(B)	allow the Company thirty (30) days to remedy such circumstances to the extent curable.

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(iii)

For purposes of this Section 12.2, an Award shall be considered assumed by the Post-CIC Entity (“Assumed”) if all of the following conditions are met:

(A)	Stock Options or SARs are converted into replacement awards in a manner that complies with Section 409A of the Code;

(B)

Awards of Restricted Shares and Restricted Share Units that are not subject to performance objectives are converted into replacement awards covering a number of Shares of the Post-CIC Entity, as determined in a manner substantially similar to how the same number of Shares would be treated in the Change in Control transaction; provided that, to the extent that any portion of the consideration received by holders of Shares in the Change in Control transaction is not in the form of the common stock of the Post-CIC Entity, the number of shares covered by the replacement awards shall be based on the average of the high and low selling prices of the common stock of such Post-CIC Entity on the established stock exchange on the trading day immediately preceding the date of the Change in Control;

(C)	Performance Shares and all other Awards subject to performance objectives are converted into replacement awards that preserve the value of such Awards at the time of the Change in Control;

(D)

the replacement awards contain provisions for scheduled vesting and treatment on termination of employment (including the definitions of Cause and Good Reason, if applicable) that are no less favorable to the Participant than the underlying Awards being replaced, and all other terms of the replacement awards (other than the security and number of shares represented by the replacement awards) are substantially similar to, or more favorable to the participant than, the terms of the underlying Awards; and

(E)	the security represented by the replacement awards, if any, is of a class that is publicly held and widely traded on an established stock exchange.

(b)	Following a Change in Control if the Company does not remain the surviving entity and Awards are not Assumed by the successor:

(i)

Upon the occurrence of a Change in Control in which the Company does not remain the surviving entity and the Post-CIC Entity does not Assume the Awards granted under this Plan (as defined in Section 12.2(iii) above), any Awards made under this Plan shall become fully vested and exercisable on the date of the Change in Control or shall immediately vest and become immediately payable (subject to Section 12.2(c)) in accordance with their terms as if all of the performance requirements had been achieved at their target levels as of the date of the Change in Control, and any restrictions that apply to such Awards shall lapse, and the following provisions of this Section 12.2(b) shall apply.

(ii)

For each Stock Option and Stock Appreciation Right, the participant shall receive a payment equal to the difference between the consideration (consisting of cash or other property (including securities of a successor or parent corporation)) received by holders of Shares in the Change in Control transaction and the exercise price of the applicable Stock Option or Stock Appreciation Right, if such difference is positive. Such payment shall be made in the same form as the consideration received by holders of Shares. Any Stock Options or Stock Appreciation Rights with an exercise price that is higher than the per share consideration received by holders of Shares in connection with the Change in Control shall be cancelled for no additional consideration.

(iii)

The participant shall receive the consideration (consisting of cash or other property (including securities of a successor or parent corporation)) that such participant would have received in the Change in Control transaction had he or she been, immediately prior to such transaction, a holder of the number of Shares equal to the number of Restricted Share Units and/or Restricted Shares covered by the Award and the number of Shares payable under Section 12.2(b)(i) for Awards subject to performance requirements.

(iv)	The payments contemplated by Sections 12.2(b)(ii) and 12.2(b)(iii) shall be made at the same time as consideration is paid to the holders of Shares in connection with the Change in Control.

(c)

If the Committee determines that it would not trigger adverse taxation under Section 409A of the Code, upon the occurrence of a Change in Control, the Committee may, but shall not be obligated to, (A) cancel Awards for fair value, which, in the case of Stock Options and Stock Appreciation Rights, shall equal the excess, if any, of the value of the consideration to be paid in the Change in Control transaction to holders of the same number of Shares subject to such Stock Options or Stock Appreciation Rights (or, if no consideration is paid

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in any such transaction, the Fair Market Value of the Shares subject to such Stock Options or Stock Appreciation Rights as of the date of the Change in Control) over the aggregate Exercise Price or Base Value (as applicable) of such Stock Options or Stock Appreciation Rights or (B) provide for the issuance of substitute Awards that will substantially preserve the otherwise applicable terms and value of any affected Awards previously granted hereunder as determined by the Committee or (C) provide that for a period of at least 15 days prior to the Change in Control, such Awards shall be exercisable, to the extent applicable, as to all Shares subject thereto and the Committee may further provide that upon the occurrence of the Change in Control, such Awards shall terminate and be of no further force and effect.

(d)	For purposes of this Section 12.2:

(i) “Cause” shall mean, with respect to the participant, the meaning ascribed to such term in any employment, severance, or change in control agreement entered into by the participant. If the participant has not entered into any employment, severance, or change in control agreement with a definition of Cause, then “Cause” means (A) the participant’s willful failure to perform duties which, if curable, is not cured promptly, or in any event within ten (10) days, following the first written notice of such failure from the Company, (B) the participant’s commission of, or plea of guilty or no contest to a (x) felony or (y) crime involving moral turpitude, (C) willful malfeasance or misconduct by the participant which is demonstrably injurious to the Company or its subsidiaries or affiliates, (D) material breach by the participant of any non-competition, non-solicitation or confidentiality covenants, (E) commission by the participant of any act of gross negligence, corporate waste, disloyalty or unfaithfulness to the Company which adversely affects the business of the Company or its subsidiaries or affiliates, or (F) any other act or course of conduct by the participant which will demonstrably have a material adverse effect on the Company, a subsidiary or affiliate’s business.

(ii) “Good Reason” shall mean, with respect to the participant, the meaning ascribed to such term in any employment, severance, or change in control agreement entered into by the participant. If the participant has not entered into any employment, severance, or change in control agreement with a definition of Good Reason, then “Good Reason” means without the participant’s consent, (A) a material diminution in the participant’s authority, position or duties, or a material adverse change in reporting lines, (B) participant’s principal place of employment with the Company or Post-CIC Entity is relocated a material distance (which for this purpose shall be deemed to be more than 50 miles) from such participant’s principal place of employment immediately prior to the Change in Control, (C) any reduction in the participant’s base salary and (excluding any general salary reduction affecting similarly situated employees of the Company as a result of a material adverse change in the Company’s prospects or business), or (D) the participant is excluded, following a Change in Control (other than through participant’s voluntary action(s)), from full participation in any benefit plan or arrangement maintained for similarly situated employees of the Company or Post-CIC Entity, and such exclusion materially reduces the benefits that otherwise would have been available to the participant, in each case which is not cured within thirty (30) days following the Company’s receipt of written notice from the participant describing the event constituting Good Reason.

(iii) “Post-CIC Entity” shall mean, if the Company is not the surviving entity following a Change in Control, the entity (or any successor or parent thereof) that effects such Change in Control.

ARTICLE 13

Transferability of Awards

13.1	Awards Are Non-Transferable. Except as provided in Sections 13.2 and 13.3, Awards are non-transferable and any attempts to assign, pledge, hypothecate or otherwise alienate or encumber (whether by operation of law or otherwise) any Award shall be null and void.

13.2	Inter-Vivos Exercise of Awards. During a participant’s lifetime, Awards are exercisable only by the participant or, as permitted by applicable law and notwithstanding Section 13.1 to the contrary, the participant’s guardian or other legal representative.

13.3

Limited Transferability of Certain Awards. Notwithstanding Section 13.1 to the contrary, Awards may be transferred by will and by the laws of descent and distribution. Moreover, the Committee, in its discretion, may allow at or after the time of grant the transferability of Awards which are Vested, provided that the permitted transfer is made (a) if the Award is an Incentive Stock Option, consistent with Section 422 of the

B-16

Code; (b) to the Company (for example in the case of forfeiture of Restricted Shares), an Affiliate or a person acting as the agent of the foregoing or which is otherwise determined by the Committee to be in the interests of the Company; or (c) by a participant for no consideration to Immediate Family Members or to a bona fide trust, partnership or other entity controlled by and for the benefit of one or more Immediate Family Members. “Immediate Family Members” means the participant’s spouse, children, stepchildren, parents, stepparents, siblings (including half brothers and sisters), in-laws and other individuals who have a relationship to the participant arising because of a legal adoption. No transfer may be made to the extent that transferability would cause Form S-8 or any successor form thereto not to be available to register Shares related to an Award. The Committee in its discretion may impose additional terms and conditions upon transferability.

ARTICLE 14

Amendment and Discontinuation

14.1	Amendment or Discontinuation of this Plan. The Board of Directors may amend, alter, or discontinue this Plan at any time, provided that no amendment, alteration, or discontinuance may be made:

(a)	which would materially and adversely affect the rights of a participant under any Award granted prior to the date such action is adopted by the Board of Directors without the participant’s written consent thereto; and

(b)	without Stockholder approval, if Stockholder approval is required under applicable laws, regulations or exchange requirements (including Section 422 of the Code with respect to ISOs

Notwithstanding the foregoing, this Plan may be amended without affecting participants’ consent to: (i) comply with any law; (ii) preserve any intended favorable tax effects for the Company or participants; or (iii) avoid any unintended unfavorable tax effects for the Company or participants.

14.2

Amendment of Grants. The Committee may amend, prospectively or retroactively, the terms of any outstanding Award, provided that no such amendment may be inconsistent with the terms of this Plan (specifically including the prohibition on granting Stock Options with an Exercise Price less than 100% of the Fair Market Value of the Common Shares on the Date of Grant) or would materially and adversely affect the rights of any holder without his or her written consent.

ARTICLE 15

Share Certificates

15.1	Delivery of Share Certificates. The Company is not required to issue or deliver any Shares issuable with respect to Awards under this Plan prior to the fulfillment of all of the following conditions:

(a)	payment in full for the Shares and for any tax withholding;

(b)	completion of any registration or other qualification of such Shares under any Federal or state laws or under the rulings or regulations of the Securities and Exchange Commission or any other regulating body which the Committee in its discretion deems necessary or advisable;

(c)	admission of such Shares to listing on The New York Stock Exchange or any stock exchange on which the Shares are listed;

(d)	in the event the Shares are not registered under the Securities Act of 1933, qualification as a private placement under said Act;

(e)	obtaining of any approval or other clearance from any Federal or state governmental agency which the Committee in its discretion determines to be necessary or advisable; and

(f)

the Committee is fully satisfied that the issuance and delivery of Shares under this Plan is in compliance with applicable Federal, state or local law, rule, regulation or ordinance or any rule or regulation of any other regulating body, for which the Committee may seek approval of counsel for the Company.

Notwithstanding the foregoing, with respect to any Award that is or becomes subject to Section 409A of the Code, a payment may only be delayed where the Company or any Affiliate reasonably anticipates that the making of the payment will violate Federal securities laws or other applicable law and provided that the payment is made at the earliest date at which the Company or Affiliate reasonably anticipates that the making of the payment will not cause such violation.

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15.2

Applicable Restrictions on Shares. Shares issued with respect to Awards may be subject to such stock transfer orders and other restrictions as the Committee may determine necessary or advisable under any applicable Federal or state securities law rules, regulations and other requirements, the rules, regulations and other requirements of The Nasdaq Stock Market or any stock exchange upon which the Shares are then-listed, and any other applicable Federal or state law and will include any restrictive legends the Committee may deem appropriate to include.

15.3

Book Entry. In lieu of the issuance of stock certificates evidencing Shares, the Company or its transfer agent may use a “book entry” system in which a computerized or manual entry is made in the records of the Company or the transfer agent to evidence the issuance of such Shares. Such Company records are, absent manifest error, binding on all parties.

ARTICLE 16

Tax Withholding

16.1

In General. The Committee shall cause the Company or its Affiliate to withhold any taxes which it determines it is required by law or required by the terms of this Plan to withhold in connection with any payments incident to this Plan. The participant or other recipient shall provide the Committee with such Stock Powers and additional information or documentation as may be necessary for the Committee to discharge its obligations under this Section.

16.2	Delivery of Withholding Proceeds. The Company or its Affiliate shall deliver withholding proceeds to the Internal Revenue Service and/or other taxing authority.

ARTICLE 17

General Provisions

17.1

No Implied Rights to Awards, Employment or Directorship. No potential participant has any claim or right to be granted an Award under this Plan, and there is no obligation of uniformity of treatment of participants under this Plan. Neither this Plan nor any Award thereunder shall be construed as giving any individual any right to continued employment or continued directorship with the Company or any Affiliate. The Plan does not constitute a contract of employment or for services, and the Company and each Affiliate expressly reserve the right at any time to terminate employees or service providers free from liability, or any claim, under this Plan, except as may be specifically provided in this Plan or in an Award agreement.

17.2

Other Compensation Plans. Nothing contained in this Plan prevents the Board of Directors from adopting other or additional compensation arrangements, subject to Stockholder approval if such approval is required, and such arrangements may be either generally applicable or applicable only in specific cases.

17.3

Rule 16b-3 Compliance. The Plan is intended to comply with all applicable conditions of Rule 16b-3 under the Exchange Act, as such rule may be amended from time to time (“Rule 16b-3”). All transactions involving any participant subject to Section 16(b) of the Exchange Act shall be subject to the conditions set forth in Rule 16b-3, regardless of whether such conditions are expressly set forth in this Plan. Any provision of this Plan that is contrary to Rule 16b-3 does not apply to such participants.

17.4

Compliance with Section 409A. The parties intend that this Plan and Awards be, at all relevant times, in compliance with (or exempt from) Section 409A of the Code and all other applicable laws, and this Plan shall be so interpreted and administered. In addition to the general amendment rights of the Company with respect to the Plan, the Company specifically retains the unilateral right (but not the obligation) to make, prospectively or retroactively, any amendment to this Plan or any related document as it deems necessary or desirable to more fully address issues in connection with compliance with (or exemption from) Section 409A of the Code and other laws. In no event, however, shall this section or any other provisions of this Plan be construed to require the Company to provide any gross-up for the tax consequences of any provisions of, or payments under, this Plan. The Company and its Affiliates shall have no responsibility for tax or legal consequences to any Participant (or beneficiary) resulting from the terms or operation of this Plan.

B-18

ARTICLE 18

18.1	Successors. All obligations of the Company with respect to Awards granted under this Plan are binding on any successor to the Company, whether as a result of a direct or indirect purchase, merger, consolidation or otherwise of all or substantially all of the business and/or assets of the Company.

18.2

Severability. In the event any provision of this Plan, or the application thereof to any person or circumstances, is held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, or other applications, and this Plan is to be construed and enforced as if the illegal or invalid provision had not been included.

18.3	Governing Law. This Plan and all Award agreements pursuant thereto are construed in accordance with and governed by the internal laws of the State of Delaware. This Plan is not intended to be governed by the Employee Retirement Income Security Act and shall be so construed and administered.

ARTICLE 19

Effective Date; Expiration

19.1

Effective Date. The effective date of this Chart Industries, Inc. 2024 Omnibus Equity Plan is the date on which the stockholders of the Company approve it at a duly held stockholders’ meeting. No Awards may be granted under this Plan after the tenth anniversary of such date, but Awards granted before such tenth anniversary may remain outstanding under this Plan until they expire according to their terms and the other terms of this Plan.

B-19

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P.O. BOX 8016, CARY, NC 27512-9903

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digital voting


Chart Industries, Inc.
Annual Meeting of Stockholders

For Stockholders as of March 28, 2024 Tuesday, May 21, 2024 8:00 AM, Eastern Time Annual Meeting to be held live via the Internet (audio webcast) - please visit www.proxydocs.com/GTLS for more details.






YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: 8:00 AM, Eastern Time, May 21, 2024.


		Internet:
		www.proxypush.com/GTLS

		● Cast your vote online
		● Have your Proxy Card ready
		● Follow the simple instructions to record your vote
		Phone: 1-866-509-1048
		● Use any touch-tone telephone
		● Have your Proxy Card ready
		● Follow the simple recorded instructions
		Mail:
		● Mark, sign and date your Proxy Card
		● Fold and return your Proxy Card in the postage-paid
		envelope provided
		Virtual:
		You must register to attend the meeting online and/or
		participate at www.proxydocs.com/GTLS

This proxy is being solicited on behalf of the Board of Directors

The undersigned hereby appoints Jillian C. Evanko and Herbert G. Hotchkiss (the “Named Proxies”), and each or either of them, as the true and lawful attorneys of the undersigned, with full power of substitution and revocation, and authorizes them, and each of them, to vote all the shares of capital stock of Chart Industries, Inc. which the undersigned is entitled to vote at said meeting and any adjournment thereof upon the matters specified and upon such other matters as may be properly brought before the meeting or any adjournment thereof, conferring authority upon such true and lawful attorneys to vote in their discretion on such other matters as may properly come before the meeting and revoking any proxy heretofore given.

THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS GIVEN, SHARES WILL BE VOTED IDENTICAL TO THE BOARD OF DIRECTORS RECOMMENDATION. This proxy, when properly executed, will be voted in the manner directed herein. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the meeting or any adjournment or postponement thereof.

If you hold shares in the Employee Stock Purchase Plan of the Company (the “Plan”), then this proxy card, when signed and returned, or your telephone or Internet proxy, will constitute voting instructions on matters properly coming before the Annual Meeting and at any adjournments or postponements thereof in accordance with the instructions given herein to the trustee for shares held in the Plan. Shares in the Plan for which voting instructions are not received by 11:59 PM on May 16, 2024, or if no choice is specified, will be voted by an independent fiduciary.

You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and return this card.

PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE


		Chart Industries, Inc. Annual Meeting of Stockholders


Please make your marks like this:


				BOARD OF
				DIRECTORS
PROPOSAL		YOUR VOTE		RECOMMENDS

	FOR	WITHHOLD
1. To elect ten directors for a term of one year;	☐	☐		FOR

1.01 Jillian C. Evanko	☐	☐		FOR

1.02 Andrew R. Cichocki	☐	☐		FOR

1.03 Paula M. Harris	☐	☐		FOR

1.04 Linda A. Harty	☐	☐		FOR

1.05 Paul E. Mahoney	☐	☐		FOR

1.06 Singleton B. McAllister	☐	☐		FOR

1.07 Michael L. Molinini	☐	☐		FOR

1.08 David M. Sagehorn	☐	☐		FOR

1.09 Spencer S. Stiles	☐	☐		FOR

1.10 Roger A. Strauch	☐	☐		FOR

	FOR	AGAINST	ABSTAIN
2. To ratify the selection of Deloitte & Touche LLP, an independent registered public accounting firm, to examine the financial statements of the Company for the year ending December 31, 2024;	☐	☐	☐	FOR

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

4. To approve and adopt the Chart Industries, Inc. 2024 Omnibus Equity Plan; and	☐	☐	☐	FOR

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


You must register to attend the meeting online and/or participate at www.proxydocs.com/GTLS
Authorized Signatures - Must be completed for your instructions to be executed.
Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form.



Signature (and Title if applicable)	Date	Signature (if held jointly)	Date



☒		No fee required.

☐		Fee paid previously with preliminary materials.

☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.