Jillian Evanko
CHART INDUSTRIESAbout Jillian Evanko
Jillian C. Evanko, age 47, is President, Chief Executive Officer, and director of Chart Industries (GTLS). She was appointed CEO and President on June 12, 2018; previously served as CFO (Mar 1, 2017–Jan 14, 2019 and Aug 2019–Mar 2021), and joined Chart on Feb 13, 2017 as VP Finance. Earlier roles include Truck-Lite CFO (from Oct 2016), multiple executive positions at Dover (joined 2004; VP & CFO, Dover Fluids from Jan 2014), plus valuation/audit roles at Arthur Andersen, Honeywell and Sony Corp. of America . Under her leadership, Chart integrated Howden (Mar 2023), exceeded synergy targets, settled convertibles (Nov 2024), drove deleveraging to 2.8x net leverage, and delivered record orders, sales, backlog, gross profit, reported gross margin and operating income in 2024 .
Performance context (Pay-Versus-Performance table):
- Company TSR (value of $100): 2020 $174.53; 2021 $236.32; 2022 $170.74; 2023 $202.00; 2024 $282.77 .
- Net income ($mm): 2020 $308.1; 2021 $59.1; 2022 $24.0; 2023 $47.3; 2024 $218.5 .
- Adjusted Operating Income ($mm): 2020 $149.8; 2021 $128.6; 2022 $189.0; 2023 $599.9; 2024 $876.3 .
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR – Value of $100 | $174.53 | $236.32 | $170.74 | $202.00 | $282.77 |
| Net Income ($mm) | $308.1 | $59.1 | $24.0 | $47.3 | $218.5 |
| Adjusted Operating Income ($mm) | $149.8 | $128.6 | $189.0 | $599.9 | $876.3 |
Transition note: On Nov 17, 2025, GTLS announced Ms. Evanko will resign as CEO and director effective Jan 6, 2026, and serve as non‑employee Senior Advisor until the earlier of the Baker Hughes merger close or termination; she is eligible for a Senior Advisor fee of $1.0m per month (min $4m, max $9m) contingent on merger completion, with vesting ceasing at transition .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Chart Industries | President & CEO; Director | CEO since Jun 12, 2018 | Led Howden integration, exceeded synergies, deleveraging to 2.8x, record 2024 orders, backlog, gross profit and operating income . |
| Chart Industries | Chief Financial Officer | Mar 1, 2017–Jan 14, 2019; Aug 2019–Mar 2021 | Financial leadership through growth and M&A cycles . |
| Chart Industries | VP, Finance | Joined Feb 13, 2017 | Transition into C-suite . |
| Truck-Lite Co., LLC | Vice President & Chief Financial Officer | From Oct 2016 | CFO for lighting/specialty products manufacturer . |
| Dover Corporation & Subsidiaries | Multiple executive positions; VP & CFO, Dover Fluids | Joined 2004; VP & CFO since Jan 2014 | Strategy, M&A, multinational operations leadership . |
| Arthur Andersen; Honeywell; Sony Corp. of America | Valuation, audit, accounting roles | — | Early career finance and audit foundation . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Alliant Energy Corporation (NASDAQ: LNT) and subsidiaries | Independent Director | Feb 2019–Jan 2021 | Public company utility experience . |
| Parker‑Hannifin Corporation (NYSE: PH) | Independent Director | Jan 2021–Oct 2024 | Industrial technology board role . |
| Grief, Inc. (NYSE: GF) | Independent Director | Since Jun 2024 | Packaging/industrial exposure . |
Fixed Compensation
| Component | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary | $1,000,000 | $1,100,000 | $1,155,000 |
| Perquisites (auto allowance) | $12,000 | $12,000 | — |
| Company contributions (401k + Deferred Income Plan) | $53,200 (2023 total) | $57,800 (2024 total) | Expected Deferred Plan $32,200 (2025 elections) |
Performance Compensation
Short‑Term Incentive (STI) – 2024 design and results
| Metric | Weight | Threshold | Target | Maximum | Actual | % of Target Achieved |
|---|---|---|---|---|---|---|
| Adjusted EBITDA ($mm) | 45% | $974.0 | $1,224.0 | $1,454.0 | $1,013.8 | 40.2% |
| Debt Paydown ($mm) | 35% | $420.0 | $525.0 | $625.0 | $326.7 | 0.0% |
| Strategic & Operating Excellence Goals (SOEG) | 20% | Did not meet expectations | Met/exceeded | N/A | Met (for NEOs) | — |
- 2024 STI payout outcome: Company-wide NEO payout at 38.1% of target (aggressive goals; debt paydown missed; EBITDA near threshold; SOEG achieved) .
- CEO annual incentive structure and payout:
| Threshold (%/Amount) | Target (%/Amount) | Maximum (%/Amount) | Actual 2024 (%/Amount) | |
|---|---|---|---|---|
| Jillian C. Evanko | 54% / $594,000 | 135% / $1,485,000 | 243% / $2,673,000 | 51% / $565,785 |
Note: Annual incentive targets as % of base salary remain unchanged for 2025 (CEO 135%) .
Long‑Term Incentives (LTI) – 2024 program
Target LTI opportunity for CEO = 538% of base salary (mix: 30% options, 30% RSUs, 40% PSUs); unchanged for 2025 .
- 2024 Option Grant (Jan 2, 2024): 22,780 options; exercise price $135.22; vest ratably over 4 years .
- 2024 RSU Grant (Jan 2, 2024): 13,880 RSUs; 3‑year ratable vesting .
- 2024 PSU Grant (Jan 2, 2024): 18,500 target PSUs; 3‑year performance period; metrics: ROIC (50%) and Operating Income (50%); ROIC thresholds at 7.8%/11.8%/17.8% (with upward adjustment for large LNG projects); TSR modifier ±20% with no upside if absolute TSR ≤ 0% .
| PSU Feature | 2024 Terms |
|---|---|
| Performance metrics | 50% ROIC; 50% Operating Income |
| ROIC thresholds | 7.8% / 11.8% / 17.8% (Th/Target/Max); LNG revenue adjustment formula |
| Payout range | 50%–240% of target |
| TSR modifier | 0.8x at ≤25th pct; 1.0x at 50th pct; 1.2x at ≥75th pct and TSR > 0% |
Equity Ownership & Alignment
- Beneficial ownership: 278,231 shares (<1% of outstanding); includes 140,215 shares exercisable via options within 60 days of Mar 24, 2025 .
- Stock ownership guidelines: CEO = 6x base salary; as of Mar 24, 2025, each NEO satisfied guidelines; directors meet/on-track within 48 months .
- Hedging/pledging: Prohibited for directors/officers/employees (no short sales; no pledging; no hedging transactions) .
- Clawbacks: Executive recoupment policy (2015) and NYSE clawback policy adopted Nov 29, 2023 .
- Deferred compensation (2024): CEO elected $77,000; company contributed $44,000; aggregate year-end balance $768,103; 2024 aggregate earnings $(82,402) .
Employment Terms
Core provisions from employment and incentive arrangements:
- Employment agreements: CEO has an employment agreement with initial 2-year term, auto-renewing 1-year; automatic 3-year extension upon change in control .
- Base salary and perqs: CEO base reviewed annually; monthly auto allowance $1,000 in 2024 .
- Annual bonus target: expressed as % of base; payout up to 180% of target based on performance; 2024 CEO target = 135% of salary .
- Change-in-control (CIC) severance: Double-trigger; severance multiple for CEO = 300% of (base salary + greater of current/prior-year target bonus); for select NEOs = 100%; no excise tax gross-up; potential 280G cut-down to maximize after-tax outcome .
- Potential payments (as of Dec 31, 2024):
| Scenario | Cash Severance | Annual Incentive | Accel. Options | Accel. PSUs | Accel. RSUs | Health/Welfare |
|---|---|---|---|---|---|---|
| Involuntary termination w/o cause | $5,170,000 | — | — | — | — | $20,834 |
| Death/Disability | — | $565,785 | $2,923,673 | $7,818,715 | $4,345,618 | — |
| CIC termination (double-trigger) | $7,755,000 | $565,785 | $2,923,673 | $7,818,715 | $4,345,618 | $20,834 |
Notes: Equity valuation based on Dec 31, 2024 close $190.84; none of the NEOs were retirement-eligible at year-end 2024 .
- Senior Advisor Agreement (Nov 16, 2025):
- Resignation effective Jan 6, 2026; serves as non‑employee Senior Advisor until Baker Hughes merger close or termination .
- Senior Advisor fee: $1,000,000 per calendar month elapsed in advisor term; lump-sum at merger close; minimum $4,000,000, maximum $9,000,000; if merger not consummated, no fee .
- Vesting: No further grants; vesting ceases at Transition Date; all unvested equity forfeited at Transition Date; retains vested equity; 30 days after advisor term to exercise vested options .
- 2025 bonus: Eligible (prorated); no 2026 bonus eligibility; non‑compete, confidentiality and restrictive covenants remain in effect; waiver of severance under prior employment agreement .
Board Governance (director service, committees, dual‑role implications)
- Director since 2018; serves as CEO and director (not independent due to employment) .
- Board leadership: Independent Chair (Andrew R. Cichocki); Board separates Chair/CEO roles—mitigates dual-role concentration risk .
- Committee memberships: Audit, Compensation, and Nominating & Corporate Governance Committees comprised of independent directors; CEO is not listed on committee rosters .
- Board meeting attendance: In 2024, each director attended 100% of Board and committee meetings on which they served; regular executive sessions held .
- Director stock ownership: 5x annual cash retainer guideline; directors meet/on-track within 48 months .
Director Compensation (for context; CEO is employee-director)
- Non-employee directors: Annual cash retainer $105,000 and annual stock award $160,000; additional retainers: Chair $100,000; Audit Chair $25,000; Compensation Chair $25,000; NCGC Chair $15,000; program unchanged for 2025; stock awards fully vested at grant; deferral available within 409A limits .
Compensation Structure Analysis (alignment signals)
- Mix shifts and performance rigor: 2024 STI replaced Free Cash Flow with Debt Paydown to emphasize deleveraging; weights: EBITDA 45%, Debt Paydown 35%, SOEG 20%; PSU ROIC targets increased YoY (target 11.8%, max 17.8% in 2024); total NEO STI payout at 38.1% of target—evidence of “pay for performance” when targets not met .
- LTI emphasis: CEO target LTI 538% of salary; blend of options, RSUs, PSUs links pay to multi‑year performance and stock appreciation .
- Governance safeguards: No option repricing without shareholder approval; double-trigger CIC; no tax gross‑ups; robust clawbacks; hedging/pledging prohibited .
Equity Ownership & Trading Dynamics (vesting, selling pressure, pledging)
- Vesting schedules: Options vest 4 years ratably; RSUs generally 3-year ratable; PSUs 3-year performance; 2024 grants per above .
- Insider selling pressure: Senior Advisor Agreement forces forfeiture of all unvested awards at the Jan 6, 2026 transition, while providing a 30‑day window post‑advisor term to exercise vested options—this could concentrate exercises/sales into a short post‑term window, subject to insider trading policies .
- Pledging/hedging: Prohibited—reduces alignment risks from collateralized positions or derivative hedges .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: 88.6% of votes cast in favor .
Expertise & Qualifications
- Finance and operations executive with multinational industrials background (Dover; Truck‑Lite); valuation/audit experience (Arthur Andersen; Honeywell; Sony) .
- Board credentials across industrials and utilities (Alliant Energy; Parker‑Hannifin; Grief, Inc.) .
Investment Implications
- Pay-for-performance discipline: 2024 STI paid 38.1% of target as EBITDA barely exceeded threshold and debt paydown missed—comp tightens around deleveraging and profitability; LTI weighted to PSUs with higher ROIC hurdles and TSR modifier enhances alignment .
- Retention and transition risk: CEO resignation effective Jan 6, 2026 in context of Baker Hughes acquisition introduces leadership transition risk; however, the Senior Advisor role incentivizes successful deal closure (min $4m, max $9m) and ensures continuity through merger milestones .
- Overhang dynamics: Forfeiture of unvested equity at transition reduces forward vesting supply; the 30‑day post‑advisor exercise window for vested options could create a discrete period of potential insider selling, bounded by trading policies .
- Governance positives: Independent chair; strong committee independence; clawbacks; anti‑hedging/pledging; no tax gross‑ups; robust ownership guidelines—supportive of long‑term alignment and potentially favorable for institutional governance screens .
- Performance track record: TSR improved to $282.77 value of $100 by 2024; adjusted operating income and net income rebounded meaningfully in 2024 alongside record backlog and operating income, underpinned by Howden integration and deleveraging .
Bottom line: Incentives point to execution on deleveraging and ROIC/operating income expansion; impending CEO transition tied to a strategic transaction concentrates leadership/closure risk into 1H‑2026, with compensation design and advisor economics aligned to deal consummation and operational continuity .