| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 1, 2021, the Board of Directors of Chart Industries, Inc. (the “Company”) appointed Joe Brinkman, age 51, as the Company’s Vice President and Chief Financial Officer (“CFO”), effective immediately. Prior to his appointment, Mr. Brinkman was Vice President and General Manager of Industrial Gas Products, the Company’s largest business. In his 23 years with the Company, Mr. Brinkman has served in numerous leadership positions, including leading the Company’s Global Sourcing team. In his role as CFO, Mr. Brinkman will be responsible for the Company’s financial reporting, corporate accounting, financial planning and analysis, global sourcing, Chart Business Services (global shared services) and information technology functions. Mr. Brinkman will succeed Scott Merkle, who on October 1, 2021, stepped down as the Company’s Vice President and CFO in connection with his planned retirement from the Company on October 1, 2022. Mr. Merkle also relinquished his duties as Treasurer of the Company and that position will be held by Tom Pittet, who also is the Company’s Vice President, Risk and Treasury.
In connection with Mr. Brinkman’s promotion and additional responsibilities, the following will apply:
| | • | | Mr. Brinkman’s base salary will be increased to $310,000 on an annualized basis; |
| | • | | Mr. Brinkman’s target incentive amount for 2021 under the Company’s annual cash incentive program will be increased to 50% of his base salary; and |
| | • | | Mr. Brinkman’s long-term incentive target will be increased to 50% of his salary. |
In connection with his appointment as Vice President and CFO, Mr. Brinkman’s existing Severance Agreement, dated October 16, 2012 (the “Severance Agreement”), which provides him a lump sum payment of 12 months of his current base salary and 12 months of continuation coverage for health insurance in the event he is terminated without cause (as defined in the Severance Agreement), was amended and restated (as so amended and restated, the “Amended Severance Agreement”) to provide Mr. Brinkman with certain benefits in the event he is terminated by the Company without cause or if Mr. Brinkman resigns for good reason (as defined in the Amended Severance Agreement) in connection with a Change in Control (as defined in the Amended Severance Agreement) of the Company, including a lump sum payment equal to (i) 100% of Mr. Brinkman’s highest base salary paid during his employment, (ii) 100% of the greater of Mr. Brinkman’s target bonus for the year in which termination occurs or Mr. Brinkman’s actual annual bonus for the year preceding termination and (iii) the premium subsidy the Company would have otherwise paid for health insurance for the 12 months following termination, plus certain other accrued benefits.
There are no arrangements or undertakings between Mr. Brinkman and other persons pursuant to which he was selected to serve as the Company’s Vice President and CFO, nor are there any family relationships between Mr. Brinkman and any of the Company’s directors or executive officers. Mr. Brinkman has no material interest in any transactions, relationships or arrangements with the Company that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
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