Joseph Belling
CHART INDUSTRIESAbout Joseph Belling
Joseph A. Belling is Chief Technology Officer (CTO) of Chart Industries (NEO). He previously served as Chief Commercial Officer (CCO) in 2023 and is part of the core executive team credited with execution on the Howden integration, exceeding synergy targets, deleveraging to 2.8x net leverage by FY24, and delivering record gross profit and operating income in 2024 . Pay-for-performance calibration is visible in 2024: Company STI paid at 38.1% of target (Belling’s payout was 27% of base salary, $120,015), reflecting EBITDA as adjusted of $1,013.8m vs $1,224.0m target and no debt paydown credit vs target, while SOEG goals were achieved (20% weight) . At the portfolio level, “Pay versus Performance” shows five-year TSR compounding to $282.77 per $100 by 2024 with 2024 net income of $218.5m and adjusted operating income of $876.3m .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Chart Industries | Chief Technology Officer | 2024–present | Executive team execution on Howden synergies, debt reduction (net leverage 2.8x FY24), record gross profit and operating income . |
| Chart Industries | Chief Commercial Officer | 2023 | NEO with commercial leadership during post-Howden integration year . |
External Roles
- No external public company directorships or external roles are disclosed for Belling in the latest proxy.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 (noted changes) |
|---|---|---|---|---|
| Base Salary ($) | 350,200 | 412,222 | 450,000 | Increased to 525,000 (effective 2025) |
| Target Annual Bonus (% of Base) | — | — | 70% | 70% (unchanged) |
| Actual STI Payout ($) | 116,441 | 192,150 | 120,015 | — |
| All Other Compensation ($) | 21,584 | 30,581 | 22,974 | — |
| Monthly Auto Allowance ($) | — | — | 813 | — |
Notes:
- 2024 base salary remained flat at $450,000; 2025 base increased to $525,000 based on market data .
- 2024 All Other Compensation includes 401(k) company contribution of $13,224 and no 2024 company deferred plan contribution for Belling .
Performance Compensation
2024 Short-Term Incentive (STI) Design and Outcomes
| Metric | Weight | Threshold | Target | Maximum | Actual | Contribution to Payout |
|---|---|---|---|---|---|---|
| EBITDA, as adjusted | 45% | $974.0m | $1,224.0m | $1,454.0m | $1,013.8m (40.2% of target) | 18.1% of STI payout (component) |
| Debt Paydown | 35% | $420.0m | $525.0m | $625.0m | $326.7m (0.0% payout) | 0.0% |
| SOEG (incl. 25% ESG sub-weight) | 20% | Did not meet | Met/exceeded | N/A | Achieved (for all NEOs) | 20.0% |
| Total STI payout vs target | — | — | — | — | — | 38.1% of target; Belling: 27% of base ($120,015) |
Belling’s STI target remains 70% of base for 2025; STI structure and weights unchanged (EBITDA 45%, debt paydown 35%, SOEG 20%) .
Long-Term Incentive (LTI) Structure
- Target LTI value as % of base: 100% for Belling (unchanged for 2025) .
- Mix: 40% PSUs (ROIC and operating income, 3-yr), 30% RSUs (ratable over 3 years), 30% stock options (ratable over 4 years, 10-year term) .
- PSU performance: ROIC and operating income each 50% weight; 2024 PSU targets ROIC threshold/target/maximum 7.8%/11.8%/17.8%; TSR modifier ±20% with no upside if absolute TSR ≤ 0% .
2024 Grants (Belling)
| Award Type | Grant Date | Shares/Options | Exercise Price | Grant Date FV ($) | Vesting/Terms |
|---|---|---|---|---|---|
| PSUs (target) | 1/2/2024 | 1,400 | — | 189,308 | 3-year performance; 50% ROIC/50% Op Inc; TSR modifier ±20% |
| RSUs | 1/2/2024 | 1,050 | — | 141,981 | Ratable over 3 years |
| Options | 1/2/2024 | 1,730 | $135.22 | 119,526 | 25% annually over 4 years; 10-year term |
| RSUs (retention) | 4/2/2024 | 319 | — | 50,029 | Ratable over 3 years |
| RSUs (retention) | 5/21/2024 | 948 | — | 149,993 | Ratable over 3 years |
2024 stock/option vesting and realizations: Belling had 3,506 shares vest in 2024 (value realized $450,932) and no option exercises in 2024 .
Equity Ownership & Alignment
Beneficial Ownership (as of March 24, 2025)
| Holder | Shares Beneficially Owned | % Outstanding | Within 60 days – options exercisable |
|---|---|---|---|
| Joseph A. Belling | 20,538 | <1% | 7,262 |
Stock ownership guidelines: Officers must hold 2x base salary; as of March 24, 2025, each NEO had satisfied the guidelines . Anti-hedging/anti-pledging: Policy prohibits short sales, hedging and pledging or margining company stock by officers/directors .
Outstanding Equity at FY24 year-end (12/31/2024)
- Stock Options (Belling)
| Tranche (grant year) | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| 2019 | 1,290 | — | $65.95 | 1/2/2029 |
| 2020 | 2,390 | — | $68.80 | 1/2/2030 |
| 2021 | 1,222 | 408 | $118.41 | 1/4/2031 |
| 2022 | 530 | 530 | $153.81 | 1/3/2032 |
| 2023 | 362 | 1,088 | $114.93 | 1/3/2033 |
| 2024 | — | 1,730 | $135.22 | 1/2/2034 |
- Unvested/Unearned Stock Awards (PSUs/RSUs) – counts and stated market/payout values at $190.84/share (FY24 close)
| Cohort (proxy table rows) | Unearned/Unvested Shares | Value ($) |
|---|---|---|
| Equity Incentive (older cohort) | 191 | 36,450 |
| Equity Incentive | 2,442 | 466,031 |
| Equity Incentive | 760 | 145,038 |
| Equity Incentive | 547 | 104,389 |
| Equity Incentive | 1,090 | 208,016 |
| RSUs (2024) | 1,050 | 200,382 |
| PSUs (2024 target) | 1,400 | 267,176 |
| RSUs (4/2/2024) | 319 | 60,878 |
| RSUs (5/21/2024) | 948 | 180,916 |
Employment Terms
- Agreement type: Letter Agreement (Belling) .
- Severance (non‑CIC): If terminated without Cause, lump sum equal to 12 months’ base salary plus normal employee costs of 12 months COBRA continuation; accrued benefits; subject to release and restrictive covenants .
- Change-in-control (CIC): Belling is not party to the executive Employment Agreements that include CIC cash multiples; potential equity acceleration values at 12/31/2024 are shown below (subject to “Incentive Plan Change in Control” definitions) .
- Restrictive covenants: 12-month non-compete and non-solicit post-termination .
- Treatment on termination: Unvested options and PSUs are cancelled upon involuntary termination without Cause or resignation for Good Reason (non‑CIC) .
Potential Post-Employment Payments (as of 12/31/2024)
| Component | Involuntary Termination without Cause | Disability/Death | Change in Control |
|---|---|---|---|
| Cash Severance | $450,000 | — | — |
| Annual Incentive (prior year earned) | $120,015 | $120,015 | $120,015 |
| Health & Welfare (COBRA premium subsidy equiv.) | $18,957 | — | — |
| Accelerated Vesting – Options | — (cancel if unvested) | $227,990 | $227,990 |
| Accelerated Vesting – PSUs | — (cancel) | $620,230 | $620,230 |
| Accelerated Vesting – RSUs | — | $1,049,047 | $1,049,047 |
Clawbacks: Broad recoupment policy (2015) and NYSE-mandated clawback adopted Nov 29, 2023 .
Deferred Compensation and 2024 Vesting Activity
- Deferred Income Plan (2024): Executive contribution $8,907; company contribution $0; aggregate year-end balance $77,097 . Company anticipates a 2025 contribution of $7,000 for Belling based on elections (subject to change) .
- 2024 Option Exercises and Stock Vested: Options exercised – none; Stock awards vested – 3,506 shares; value realized $450,932 .
Compensation Structure Analysis
- At-risk pay emphasis: Belling’s 2024 LTI target set at 100% of base; LTI split 40% PSUs, 30% RSUs, 30% options, tying rewards to ROIC, operating income, and stock performance (via TSR modifier and options) .
- STI tightening: 2024 replaced FCF with debt paydown (35% weight) to drive deleveraging; EBITDA kept at 45%; SOEG at 20% (with 25% ESG within SOEG). Company paid 38.1% of target, signaling stringent goals and pay-for-performance discipline .
- Governance safeguards: No option repricing without shareholder approval; double-trigger CIC; prohibition on hedging/pledging; robust clawbacks; ownership guidelines met .
Investment Implications
- Alignment: Significant equity mix (PSUs, RSUs, options) and a 70% STI target tied 80% to financials (EBITDA/debt paydown) and 20% to SOEG promote alignment with deleveraging and profitability objectives; 2024 payout at 38.1% shows discipline when targets aren’t met .
- Retention vs selling pressure: Multi-year vesting (RSUs over 3 years; options over 4 years) plus unvested PSU tranches create ongoing retention hooks. Anti-hedge/pledge constraints and ownership guidelines reduce forced‑selling risk; however, multiple RSU tranches (including 2024 recognition grants) and option vintages with staggered expiries into 2034 imply periodic liquidity windows as awards vest .
- Downside/CIC protection: Belling’s severance is modest (1x base plus COBRA) and lacks CIC cash multiple—lower parachute risk. Equity accelerates on death/disability/CIC, which could be material (RSUs $1.05m; PSUs $0.62m; options $0.23m at FY24 price basis) .
- Execution risk: 2024 STI results (no debt paydown credit; EBITDA below target) highlight continued execution demands on deleveraging and margin delivery; PSUs anchored to ROIC and operating income with a TSR modifier keeps long-term pay sensitive to sustained value creation .