David Sagehorn
CHART INDUSTRIESAbout David M. Sagehorn
David M. Sagehorn, age 61, is an independent director of Chart Industries (GTLS) and Chair of the Audit Committee; he also serves on the Compensation Committee . He previously served as Executive Vice President and Chief Financial Officer of Oshkosh Corporation from 2007 to 2020 and held multiple finance and corporate development roles there since joining in 2000 . The Board has determined he is independent and an Audit Committee “financial expert” under Item 407(d)(5)(ii) of Regulation S‑K . He has 100% board and committee meeting attendance in fiscal 2024; the Board met six times with three executive sessions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oshkosh Corporation | EVP & CFO; previously Director—Business Development; VP—Defense Segment Finance; VP—McNeilus Commercial Segment Finance; VP—Business Development; VP & Treasurer | CFO: 2007–2020; various roles since 2000 | Led finance and strategic operations at a global specialty vehicle manufacturer; extensive corporate development and strategic planning |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| AGCO Corporation (NYSE: AGCO) | Independent Director | Appointed Mar 15, 2022; current | Audit Committee (financial expert); joined Finance Committee in Apr 2024; also listed on Talent & Compensation Committee in AGCO disclosures |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation Committee member .
- Audit Committee independence and financial expertise: all members independent; Sagehorn is designated a “financial expert” .
- Meeting cadence: Audit Committee met six times; Compensation Committee met four times in fiscal 2024 .
- Independence and attendance: Board determined all non-management nominees are independent; Sagehorn attended 100% of Board and committee meetings in 2024 .
- Executive sessions: three executive sessions in 2024; presided over by independent Board Chair (Andrew R. Cichocki) .
- Related party oversight: Audit Committee charter responsibilities include reviewing and approving any related party transactions under Company policy .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $105,000 | Paid quarterly |
| Audit Committee Chair retainer | $25,000 | Paid quarterly; applies to Sagehorn |
| Annual equity retainer | $160,000 | Granted quarterly, fully vested at grant; directors may elect deferral within 409A limits |
| 2024 director compensation (Sagehorn) | Cash: $130,000; Stock awards: $159,765; Total: $289,765 | Consistent with $105k base + $25k audit chair retainer |
Performance Compensation
- Chart does not provide performance-based compensation to non-employee directors; director equity retainers are fully vested on grant and are not subject to performance metrics .
Other Directorships & Interlocks
| Company | Sector | Role | Committee roles | Potential interlocks/conflicts disclosed |
|---|---|---|---|---|
| AGCO Corporation | Agricultural machinery | Independent Director | Audit; Finance (from Apr 2024); Talent & Compensation | No related party transactions disclosed for directors in GTLS proxy; Audit Committee reviews RPTs per policy |
Expertise & Qualifications
- Financial leadership: Over 30 years in finance and strategic operations; former EVP & CFO at Oshkosh .
- Audit Committee financial expert designation; NYSE financial knowledge requirements met .
- Corporate development and strategic planning experience valuable to a multinational manufacturer .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding Shares | Notes |
|---|---|---|---|
| David M. Sagehorn | 6,854 | ~0.015% (6,854 / 44,936,219) | Beneficial ownership per SEC rules; director deferral noted for other directors but not specified for Sagehorn |
| Director ownership guidelines | 5x annual cash retainer | Policy for directors; meet or on track within 48 months of tenure | As of Mar 24, 2025, all directors meet or are on track |
| Hedging/pledging | Prohibited | Insider Trading Policy bans hedging & pledging for directors | Clawback policies adopted (2015 broad clawback; 2023 NYSE clawback) |
Governance Assessment
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Strengths
- Audit Committee Chair and designated financial expert; robust oversight of financial reporting, internal controls, and auditor independence .
- Full engagement with 100% attendance and active committee schedule; Board and Audit Committee met six times, Compensation Committee four times in 2024 .
- Balanced director compensation (cash + equity) with clear chair retainer differentiation; stock ownership guidelines reinforce alignment .
- Strong governance controls: majority independent Board, independent Chair, executive sessions, clawback policies, and prohibition on hedging/pledging .
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Watch items
- External board service at AGCO increases time commitments; no conflicts or related-party issues disclosed in GTLS proxy, and Audit Committee oversees any RPTs .
- Investor sentiment: Say-on-pay support was 88.6% in 2024 (for executive comp), indicating generally favorable governance, but continued monitoring of compensation practices is prudent .
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Overall implication
- Sagehorn’s deep finance background and audit leadership enhance board effectiveness and investor confidence; compensation and ownership structures indicate alignment, with no disclosed related-party or pledging risks in proxy materials .