Joseph Brinkman
CHART INDUSTRIESAbout Joseph Brinkman
Joseph R. Brinkman, 55, is Vice President and Chief Financial Officer (Principal Financial Officer) of Chart Industries (GTLS). He became CFO on October 1, 2021 after 24 years at Chart in operations and general management roles, including Vice President & General Manager of Industrial Gas Products, Materials Manager, Director of Global Sourcing, and VP & GM of Bulk Gas Products . Under 2024 incentive frameworks he was measured on EBITDA and debt paydown for STI and ROIC and operating income for PSUs; company performance yielded a 38.1%-of-target STI payout, with adjusted EBITDA of $1,013.8 million versus a $1,224.0 million target and no debt paydown payout . The company reported record sales, backlog, gross profit, and operating income in 2024, executed significant debt repayment (including settling converts), and achieved net leverage of 2.8x at year-end as part of deleveraging initiatives he helped lead as CFO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chart Industries | Vice President & Chief Financial Officer | Oct 1, 2021–present | Led deleveraging strategy and managed integration of Howden, supporting record 2024 operating metrics and net leverage reduction |
| Chart Industries | VP & GM, Industrial Gas Products; Materials Manager; Director of Global Sourcing; VP & GM Bulk Gas Products | 24 years with Chart (aggregate) | P&L leadership of largest business, global supply chain and sourcing expertise |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $340,000 | $389,006 | $475,000 |
| Stock Awards ($) | $1,119,872 | $227,562 | $675,998 |
| Option Awards ($) | $48,658 | $85,725 | $189,307 |
| Non-Equity Incentive ($) | $96,900 | $170,800 | $126,683 |
| All Other Compensation ($) | $13,600 | $18,974 | $28,682 |
| Total Compensation ($) | $1,619,030 | $892,067 | $1,495,670 |
- Current base salary increased to $550,000 for 2025 based on market data and consultant input .
- “All Other Compensation” for 2024 includes company Deferred Income Plan contribution of $14,882 and 401(k) contribution of $13,800; Brinkman does not receive an automobile allowance, unlike other NEOs .
Performance Compensation
2024 STI Metrics, Targets, Results, and Payout
| Metric | Weight | Threshold | Target | Maximum | Actual | % of Target Achieved | STI Payout Contribution |
|---|---|---|---|---|---|---|---|
| EBITDA, as adjusted | 45% | $974.0m | $1,224.0m | $1,454.0m | $1,013.8m | 40.2% | 18.1% of STI |
| Debt Paydown | 35% | $420.0m | $525.0m | $625.0m | $326.7m | 0.0% | 0% |
| SOEG (incl. 25% ESG in SOEG) | 20% | Did not meet expectations | Met/exceeded expectations | N/A | Achieved | N/A | 20.0% of STI |
| Total STI payout at company level | — | — | — | — | — | — | 38.1% of target |
- Brinkman’s 2024 annual incentive target remained 70% of base salary; his actual 2024 payout was 27% of base salary ($126,683) .
- For 2025, annual incentive targets remain unchanged (70% of base for non-CEO NEOs) .
2024 Equity Grants and Vesting Framework
| Award Type | Grant Date | Quantity/Terms | Vesting/Performance | Grant-Date Fair Value |
|---|---|---|---|---|
| PSUs | 1/2/2024 | 2,220 target units | 3-year performance (FY24–FY26); ROIC and operating income, each 50% weight; payout 50%–240% of target; ROIC thresholds: 7.8% (thr), 11.8% (tgt), 17.8% (max) with LNG revenue adjustment | $300,188 |
| RSUs | 1/2/2024 | 1,670 units | Time-based, ratable over 3 or 5 years | $225,817 |
| RSUs | 5/21/2024 | 948 units | Time-based, ratable | $149,993 |
| Stock Options | 1/2/2024 | 2,740 options @ $135.22 | Vest 25% per year over 4 years; 10-year term | $189,307 |
- NEO LTI target mix remains 30% options, 30% RSUs, 40% PSUs; Brinkman’s LTI target value set at 150% of base salary in 2024 and unchanged for 2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of March 24, 2025) | 17,146 shares; percent immaterial (“*”) per proxy |
| Stock ownership guidelines | Executives: 2× current base salary; all NEOs compliant as of March 24, 2025 |
| Hedging/pledging | Prohibited by policy; equity awards include double-trigger CIC provisions since 2019 |
| Section 16 compliance | Company believes all officers and directors complied with Section 16(a) filing requirements for 2024 |
2024 Outstanding Equity Awards (Brinkman, as of Dec 31, 2024)
| Instrument | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiry |
|---|---|---|---|---|
| Options (2018 grant) | 548 | — | $48.39 | 1/2/2028 |
| Options (2019 grant) | 815 | — | $65.95 | 1/2/2029 |
| Options (2020 grant) | 1,380 | — | $68.80 | 1/2/2030 |
| Options (2021 grant) | 472 | 158 | $118.41 | 1/4/2031 |
| Options (2022 grant) | 360 | 360 | $153.81 | 1/3/2032 |
| Options (2023 grant) | 375 | 1,125 | $114.93 | 1/3/2033 |
| Options (2024 grant) | — | 2,740 | $135.22 | 1/2/2034 |
| Unearned RSU/PSU positions | 127; 2,442; 510; 1,730; 567; 1,130; 1,670; 2,220; 948 (various awards) | Market/payout values listed in proxy |
- 2024 stock vesting realized: 3,007 shares; value realized upon vesting $393,271 .
Employment Terms
| Provision | Summary |
|---|---|
| Employment Agreement | Executed January 1, 2025; initial 2-year term; auto-renews annually; upon CIC, term auto-extends 3 years; non-renewal notice mechanics apply . The new Employment Agreement replaces his prior Severance Agreement in full . |
| Restrictive covenants | Includes non-competition, non-solicitation, confidentiality (added relative to prior Severance Agreement) |
| Non-CIC severance | Previously: lump sum equal to 12 months base salary plus normal employee COBRA premium subsidy for 12 months . New agreement adds payment of the greater of current annual target bonus or prior fiscal year bonus, in addition to one year salary and health coverage . |
| CIC severance (pre-amendment) | Lump sum equal to base salary plus the greater of current Base Target or prior year Base Target; multiple: 100% for Brinkman; premium subsidy for 12 months; subject to double trigger and release/compliance requirements; excise tax “better-of” cutback (no gross-up) |
| CIC severance (amended Nov 14, 2025) | Multiple increased from 100% to 200% of (base salary + greater of current target bonus or prior year target bonus); premium subsidy months increased from 12 to 24; double-trigger and release/compliance apply |
| Clawback | Broad clawback policy and NYSE-compliant policy adopted Nov 2023 |
| Perquisites | No auto allowance for Brinkman; other NEOs have modest allowances |
| Deferred compensation | Eligible to defer salary/bonus; company contributions of $14,882 in 2024; expected $8,000 in 2025 based on elections |
Compensation Governance, Peer Group, and Say-on-Pay
- Independent Compensation Committee; consultant Pay Governance engaged; benchmarking to median using industrial/manufacturing peers; Appendix lists 2025 peer group (AMETEK, Dover, Flowserve, ITT, Parker-Hannifin, Pentair, Rockwell, Timken, Xylem, etc.) .
- 2024 say-on-pay approval ~88.6%; 2023 approval ~90.4% .
- Program emphasizes pay-for-performance with heavy variable pay (STI 80% financial, 20% SOEG; LTI mix of options/RSUs/PSUs); no option repricing or tax gross-ups; double-trigger equity CIC; hedging/pledging prohibited .
Investment Implications
- Pay-for-performance alignment: 2024 STI paid 38.1% of target, with zero payout on debt paydown and sub-target EBITDA performance; Brinkman’s actual bonus was $126,683 (27% of salary), indicating incentives are sensitive to deleveraging and operating targets .
- Retention risk appears contained: multi-year employment agreement auto-renews, restrictive covenants added, strong ownership guideline compliance, and meaningful unvested equity (RSUs/PSUs/options) that vest over 3–4 years provide retention hooks .
- Change-in-control economics expanded: November 2025 amendments doubled CIC cash severance multiple to 200% and extended premium subsidy to 24 months, increasing potential sale-related costs and suggesting an emphasis on executive continuity through corporate events; structure remains double-trigger with no excise tax gross-up .
- Selling pressure monitor: 2024 saw 3,007 shares vest for Brinkman; multiple future RSU/PSU tranches and options vest annually, which can create periodic liquidity events—investors should track Form 4 filings to assess net disposals around vest dates .
- Governance support: high say-on-pay approvals and prohibition of hedging/pledging reduce governance overhangs and misalignment risks; peer-based benchmarking with independent consultant lowers pay inflation risk relative to market median .