Gerald Vinci
CHART INDUSTRIESAbout Gerald Vinci
Gerald F. Vinci is Vice President and Chief Human Resources Officer (CHRO) and one of Chart Industries’ (GTLS) Named Executive Officers (NEOs) for 2022–2024 and 2025 . Chart’s performance during Vinci’s tenure featured strong revenue growth and margin expansion: 2024 sales were $4,160.3 million vs. $3,352.5 million in 2023; gross margin rose to 33.4% (from 31.0%) and operating margin to 15.6% (from 11.7%) . The company achieved adjusted EBITDA of $1,013.8 million in 2024 (STI basis) vs. $718.2 million in 2023, while year-end 2024 backlog grew to $4,845.1 million and net leverage improved to 2.8x, with a deleveraging goal of 2.0–2.5x .
Past Roles
Not disclosed for Mr. Vinci in the available GTLS proxy filings (NEO roster confirms role as VP, CHRO) .
External Roles
Not disclosed for Mr. Vinci in the available GTLS proxy filings .
Fixed Compensation
Base salary and cash benefits
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base Salary ($) | $410,358 | $455,000 | $515,000 | $570,000 |
| Automobile Allowance ($) | $9,600 | $9,600 | $9,600 | $800/month per Employment Agreement (disclosed for 2024 allowance) |
| Company Contributions to Benefit Plans ($) | $13,482 | $20,273 | $26,383 | Not disclosed |
Notes:
- 2025 base salary increased as part of Compensation Committee decisions; monthly auto allowance disclosure provided in the Employment Agreements section (2024 allowances) .
Performance Compensation
Annual Short-Term Incentive (STI) – Targets and payouts
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| STI Target (% of Base) | 70% | 70% | 70% (unchanged for 2025) |
| Actual STI Payout (% of Base) | 33% | 43% | 27% |
| Actual STI Payout ($) | $136,444 | $194,285 | $137,351 |
STI performance framework and results:
2022 STI Metrics and Results
- Metrics: Operating Income (55% weight), Free Cash Flow (25%), SOEG strategic goals (20%) .
- Targets: Operating Income $238.5m (threshold $190.8m; max $286.2m); FCF $163.3m (threshold $130.6m; max $195.9m) .
- Actual: Operating Income $189.0m (79.3% of target); FCF $108.2m (66.3% of target); SOEG achieved (20% payout) → total payout 47.5% for program; Vinci’s payout reflects individual target % and weighting .
2023 STI Metrics and Results
- Metrics: EBITDA (45%), Free Cash Flow (35%), SOEG (20%) .
- Targets: EBITDA $792.5m (threshold $554.8m; max $951.0m); FCF $257.4m (threshold $180.2m; max $308.9m) .
- Actual: EBITDA $718.2m (90.6% of target); FCF $90.1m (35.0% of target); SOEG achieved → total payout 61.0% for program; Vinci’s payout reflects 70% target and achieved weights .
2024 STI Metrics and Results
- Metrics: EBITDA (45%), Debt Paydown (35%), SOEG (20%) .
- Targets: EBITDA $1,224.0m (threshold $974.0m; max $1,454.0m); Debt Paydown $525.0m (threshold $420.0m; max $625.0m); SOEG met/exceeded expectations for 100% of strategic component .
- Actual: Adjusted EBITDA $1,013.8m (40.2% of target); Debt Paydown $326.7m (0% of target); SOEG achieved → total payout 38.1% for program; Vinci’s payout consistent with company-wide result .
Long-Term Incentives (LTI) – Mix, grants, and vesting
Target LTI as % of Base Salary
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Target LTI (% of Base) | 100% | 100% | 175% | 175% (unchanged) |
| Target LTI ($) | $410,358 | $455,000 | $901,250 | Not disclosed |
Award Mix and Grant Details
| Award Type | 2022 Grants | 2023 Grants | 2024 Grants | Vesting / Terms |
|---|---|---|---|---|
| Stock Options | 1,240 options @ $153.81 (1/3/2022) | 1,730 options @ $114.93 (1/3/2023) | 3,470 options @ $135.22 (1/2/2024) | Options vest ratably 25% per year over 4 years; 10-year term |
| RSUs | 660 three-year RSUs; 2,710 five-year RSUs (1/3/2022) | 980 three-year RSUs (1/3/2023) | 2,110 three-year RSUs (1/2/2024); plus 948 three-year RSUs (5/21/2024, retention/performance recognition) | RSUs generally vest ratably over 3 years (some 5-year awards in 2022) |
| PSUs | 890 target units (1/3/2022) | 1,310 target units (1/3/2023) | 2,820 target units (1/2/2024) | 3-year performance period; 50% ROIC and 50% Operating Income; TSR modifier ±20% (upside only if TSR > 0%) |
PSU Performance Metric Targets
| Metric | 2022 Cycle | 2023 Cycle | 2024 Cycle |
|---|---|---|---|
| ROIC Threshold / Target / Max | 9.1% / 11.1% / 14.1% | 9.8% / 11.8% / 14.8% | 7.8% / 11.8% / 17.8% |
| Operating Income Measure | LTM sales – COGS – Opex (excl. certain nonrecurring); target upward-adjusted for large LNG projects | Same framework; target upward-adjusted for large LNG projects | Same framework; target upward-adjusted for large LNG projects |
| TSR Modifier | ≤25th: 0.8x; 50th: 1.0x; ≥75th (TSR>0%): 1.2x | Same | Same |
Equity Ownership & Alignment
| Metric | 2023 (Record: 3/28/2023) | 2024 (Record: 3/28/2024) | 2025 (Record: 3/24/2025) |
|---|---|---|---|
| Beneficial Shares Owned (#) | 46,976 | 49,391 | 54,410 |
| Options/Stock Rights Exercisable within 60 days (#) | 26,452 | 28,917 | 31,212 |
| % of Shares Outstanding | <1% across periods | ||
| Pledged/Hedged Shares | Hedging and pledging prohibited by Insider Trading Policy | ||
| Ownership Guidelines | Executives must hold ≥2x base salary; as of record dates, each NEO satisfied guidelines |
Stock Ownership Policy and Compliance
- GTLS prohibits short sales, pledging, and hedging; Vinci is subject to these restrictions .
- Stock ownership guidelines require 2x base salary for executive officers; NEOs (including Vinci) were disclosed as meeting guidelines in 2024 and 2025 proxies .
Employment Terms
- Role and Agreement: Vinci is party to an employment agreement covering compensation participation, perquisites (auto allowance), and severance/change-in-control protections .
- Auto Allowance: $800/month (2024 allowances disclosed; CEO $1,000/month; GC $800/month) .
- Annual Bonus Program: STI up to 180% of target, with Vinci’s target set at 70% of base salary and threshold payout practices disclosed (25% in 2024; 50% in 2023/2022 under financial metrics), subject to company-wide metrics and SOEG .
- LTI Participation: Annual grants of options, RSUs, and PSUs under Omnibus Equity Plans, with vesting and performance conditions summarized above .
- Severance and Change-in-Control: Agreements provide one to three times base salary plus target bonus (range across executives) with double-trigger equity treatment; no excise tax gross-ups .
- Clawback: Broad recoupment policy (2015) and NYSE Clawback Policy (Nov 2023) covering incentive-based compensation upon restatement .
- Non-Compete/Non-Solicit: Company adopted these covenants in executive employment contracts (explicitly disclosed for CFO Brinkman 2025; Vinci’s agreements described as substantially similar in structure) .
Performance Compensation Detail Tables
STI Framework by Year
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Financial Metric 1 | Operating Income (55%) | EBITDA (45%) | EBITDA (45%) |
| Financial Metric 2 | Free Cash Flow (25%) | Free Cash Flow (35%) | Debt Paydown (35%) |
| Strategic Metric | SOEG (20%) | SOEG (20%) | SOEG (20%) |
| Actual Financial Results | OI $189.0m (79.3% of target); FCF $108.2m (66.3% of target) | EBITDA $718.2m (90.6%); FCF $90.1m (35.0%) | Adj. EBITDA $1,013.8m (40.2%); Debt Paydown $326.7m (0%) |
| SOEG Achievement | Achieved (payout toward total) | Achieved | Achieved |
| Program Payout Level | 47.5% weighted performance | 61.0% weighted performance | 38.1% weighted performance |
Vinci STI Outcomes
| Item | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary for STI ($) | $410,358 | $455,000 | $515,000 |
| STI Target (% of Base) | 70% | 70% | 70% |
| Actual Payout (% of Base) | 33% | 43% | 27% |
| Actual Payout ($) | $136,444 | $194,285 | $137,351 |
LTI Grants – Vinci
| Award | 2022 | 2023 | 2024 |
|---|---|---|---|
| Options (#; Exercise Price; Grant Date) | 1,240; $153.81; 1/3/2022 | 1,730; $114.93; 1/3/2023 | 3,470; $135.22; 1/2/2024 |
| RSUs (#; Grant Date) | 660 (3-year) & 2,710 (5-year); 1/3/2022 | 980 (3-year); 1/3/2023 | 2,110 (3-year) 1/2/2024; 948 (3-year) 5/21/2024 |
| PSUs (Target #; Grant Date) | 890; 1/3/2022 | 1,310; 1/3/2023 | 2,820; 1/2/2024 |
| Vesting Summary | Options: 25%/yr over 4 yrs; RSUs: 3-yr ratable (plus 5-yr awards in 2022); PSUs: 3-yr perf. with ROIC/OpInc & TSR modifier |
Compensation Structure Analysis
- Increased at-risk pay: Vinci’s LTI target rose from 100% (2023) to 175% of base (2024 and unchanged for 2025), with mix 30% options, 30% RSUs, and 40% PSUs—enhancing performance leverage and retention .
- STI focus shifted toward deleveraging: 2024 STI replaced FCF with Debt Paydown (35% weight), signaling emphasis on balance sheet improvement; payout was lower in 2024 due to debt paydown underperformance (0% credit) despite SOEG achievement .
- Governance safeguards: Double-trigger change-in-control, no excise tax gross-ups, and robust clawbacks (NYSE policy + legacy policy) reduce misalignment and windfall risk .
Risk Indicators & Red Flags
- Hedging/pledging: Prohibited for officers; reduces misalignment risk from collateral or derivative strategies .
- Option repricing: Not permitted without shareholder approval .
- Say-on-pay support: High approval rates (88.6% in 2024; 90.4% in 2023) suggest investor acceptance of pay practices .
- Insider selling pressure: RSU/option vesting schedules imply periodic vest dates (annual option tranches; RSUs vest annually over 3 years; 5-year RSUs from 2022), which can correlate with programmed sales, but no Form 4 data analyzed here; beneficial ownership rose across 2023–2025 .
Compensation Peer Group & Benchmarking
- Philosophy: Compensation targeted to be competitive around median; Committee uses peer data regressed to Chart’s revenue scale; Pay Governance serves as independent consultant .
- TSR peer group: Used for PSU TSR modifier to adjust payouts by ±20% subject to TSR > 0% .
Say-on-Pay & Shareholder Feedback
- 2024 approval: ~88.6% support .
- 2023 approval: ~90.4% support .
- Ongoing governance and stockholder outreach disclosed by GTLS .
Investment Implications
- Pay-for-performance alignment is robust: Vinci’s cash incentive outcomes tracked company-level EBITDA/FCF/debt paydown results, with lower payouts in 2024 reflecting deleveraging underperformance; LTI emphasis (175% of base; PSU metrics with ROIC/Operating Income and TSR modifier) ties substantial compensation to multi-year value creation .
- Near-term selling dynamics: Multiple vesting streams (options and RSUs from 2022–2024 grants) create predictable liquidity windows; monitor Form 4s around anniversaries (Jan 2/3 and May 21 grants) to gauge selling pressure and retention signals .
- Alignment safeguards: No hedging/pledging, double-trigger CIC, no tax gross-ups, and strong clawbacks reduce governance risk; high say-on-pay support indicates investors broadly accept GTLS’s compensation structure .
- Performance outlook tie-ins: 2025 targets maintain Vinci’s STI at 70% and LTI at 175% of base; deleveraging objectives (2.0–2.5x net leverage) and margin expansion ambitions suggest continued emphasis on ROIC and operating discipline—positive for PSU realizations if execution persists .