Andrew Cichocki
CHART INDUSTRIESAbout Andrew R. Cichocki
Andrew R. Cichocki, age 62, is an independent director of Chart Industries (GTLS), serving since 2023 and as Chair of the Board since 2024. He is a member of the Audit and Compensation Committees and has been deemed an “audit committee financial expert” under Item 407(d)(5)(ii) of Regulation S-K. Cichocki retired in October 2021 from Airgas, Inc., where he held senior operating and finance roles across a 28‑year career in industrial, medical, and specialty gases; the Board has affirmatively concluded his prior Airgas employment does not impact his independence.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Airgas, Inc. | Chief Operating Officer | 2016–Oct 2021 | Led operations at a major industrial gases distributor |
| Airgas USA, LLC | President | 2014–Oct 2021 | P&L leadership for U.S. distribution business |
| Airgas | SVP – Distribution Operations & Business Process Improvement | 2011–2014 | Process optimization, distribution excellence |
| Airgas | Division President – Process Gases & Chemicals | 2008–2011 | Segment leadership across gases/chemicals |
| Airgas National Welders, Inc. | President | 2003–2008 | Subsidiary leadership (welding and gases) |
| Airgas | SVP – Human Resources | 2001–2003 | Workforce strategy, organizational development |
| Airgas | Finance/M&A/Business Process roles, incl. VP – Corporate Development | 1988–2001 | Corporate development, M&A execution |
External Roles
- The GTLS proxy biographies for Cichocki do not list other current public company directorships.
Board Governance
- Independence: The Board’s February 2025 review determined all non-management director nominees, including Cichocki, are independent under NYSE and SEC standards.
- Chair role & executive sessions: As independent Chair, Cichocki presides over executive sessions of the Board. There were six Board meetings and three executive sessions in 2024; each director had 100% attendance for Board and committee meetings, and all attended the 2024 Annual Meeting.
- Committee memberships:
- Audit Committee member; all members (including Cichocki) meet NYSE independence and are designated financial experts; met six times in 2024.
- Compensation Committee member.
- Not listed as a member of the Nominations and Corporate Governance Committee (NCGC) in 2024; NCGC met three times in 2024 and is fully independent.
- Compensation Committee interlocks: No interlocks; none of the Compensation Committee members are current or past officers of GTLS or its subs, and no GTLS executives served on other entities’ boards/comp committees with reciprocal relationships.
| Committee | Role | Meeting Count (FY2024) | Notes |
|---|---|---|---|
| Audit | Member | 6 | Financial expert; independent under NYSE and Rule 10A‑3(b)(1) |
| Compensation | Member | n/a | Committee comprised entirely of independent directors; no interlocks |
| NCGC | Not a member | 3 | Committee fully independent; chairs/directors listed exclude Cichocki |
Fixed Compensation
- Director compensation program (2024; same for 2025): Annual cash retainer $105,000; annual stock award $160,000; Chair of the Board +$100,000; Audit Chair +$25,000; Compensation Chair +$25,000; NCGC Chair +$15,000. Grants are made quarterly, fully vested on grant; deferral elections permitted under Section 409A.
- 2024 compensation: As Chair for the second half of 2024, Cichocki received $50,000 of the Chair retainer plus the annual cash retainer and quarterly stock awards.
| Year | Cash Fees ($) | Stock Awards ($, grant-date fair value) | Total ($) |
|---|---|---|---|
| 2024 | 155,000 | 159,765 | 314,765 |
Program components (reference):
- 2024 Annual Cash Retainer: $105,000
- 2024 Annual Equity Retainer: $160,000 (granted quarterly, fully vested)
- Chair of the Board Retainer: $100,000 (paid quarterly)
- Cichocki Chair Portion Received in 2024: $50,000 (half-year)
Performance Compensation
- Non-employee director pay at GTLS is not tied to specific performance metrics; equity grants are fully vested at grant and structured as quarterly stock awards, with optional deferral.
| Component | Performance Metrics | Vesting Schedule | Notes |
|---|---|---|---|
| Director equity grants | None disclosed/applicable | Fully vested on grant | Quarterly installments, elective deferral under 409A |
Other Directorships & Interlocks
- Current public company boards (Cichocki): None disclosed in GTLS proxy.
- Compensation Committee interlocks: None; GTLS executives do not sit on boards/comp committees of entities where GTLS Comp Committee members serve.
Expertise & Qualifications
- Audit Committee financial expert designation; meets NYSE financial knowledge and sophistication requirements.
- 28+ years in industrial, medical, and specialty gases with deep operational, finance, M&A, and business process expertise, aligned with GTLS’s customer base and end markets.
Equity Ownership
- Beneficial ownership as of March 24, 2025: 2,551 shares; less than 1% of shares outstanding (asterisk per proxy table).
- Director stock ownership guidelines: Non-employee directors must accumulate at least 5× the annual cash retainer within 48 months; as of March 28, 2024, all directors meet or are on track.
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Andrew R. Cichocki | 2,551 | * (less than 1%) |
Ownership policy:
- Requirement: ≥5× annual cash retainer within 48 months; maintenance thereafter.
- Status: All directors meet/on track as of March 28, 2024.
Governance Assessment
- Strengths: Independent Chair; 100% attendance; presides over regular executive sessions; service on Audit and Compensation with financial expert designation; director pay structure balanced between cash and equity with fully vested quarterly grants; strict policies prohibiting hedging/pledging and robust stock ownership guidelines.
- Independence and conflicts: Board explicitly reviewed and confirmed independence; prior senior roles at Airgas were considered and found not to impair independence—a relevant potential conflict given GTLS’s industrial gas customer exposure, but mitigated by retirement and Board determination.
- RED FLAGS: None evident in proxy disclosures—no related-party transactions or interlocks identified; no attendance issues; no hedging/pledging allowed per insider policy; director equity grants are not performance-based, but practice is standard for non-employee directors.
Overall governance signal: Positive. Independent Chair with full attendance and financial oversight credentials strengthens investor confidence; compensation and ownership policies are aligned with governance best practices, with no disclosed conflicts or attendance concerns.