Linda Harty
CHART INDUSTRIESAbout Linda A. Harty
Independent director of Chart Industries, Inc. (GTLS) since 2021; age 64. She brings deep finance, accounting, treasury, tax, capital allocation, and M&A expertise and is designated an Audit Committee “financial expert.” Current external public boards include Parker Hannifin (PH) and Wabtec (WAB, lead independent director); prior public board service at Syneos Health through March 2023 .
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Medtronic | Treasurer | Not disclosed | Global medical technology company |
| Cardinal Health | EVP, Treasurer & Group CFO | Not disclosed | Broad finance leadership |
| RTM Restaurant Group | Finance leadership | Not disclosed | Prior financial roles |
| BellSouth (now AT&T) | Finance leadership | Not disclosed | Prior financial roles |
| Conagra Brands | Finance leadership | Not disclosed | Prior financial roles |
| Kimberly-Clark | Finance leadership | Not disclosed | Prior financial roles |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Parker Hannifin (NYSE: PH) | Director | Current | Not disclosed |
| Wabtec (NYSE: WAB) | Lead Independent Director | Current | Board leadership |
| Syneos Health (NASDAQ: SYNH) | Director | Until March 2023 | Prior service concluded |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined all non-management nominees (including Harty) are independent under NYSE and SEC rules |
| Board attendance | 6 Board meetings in FY2024; each director attended 100% of Board and applicable committee meetings |
| Executive sessions | 3 executive sessions in 2024; presided over by independent Chair |
| Committee assignments | Audit Committee member; Nominations & Corporate Governance Committee (NCGC) Chair |
| Committee activity | Audit met 6×; NCGC met 3× in FY2024 |
| Financial expert designation | Harty qualifies as an Audit Committee “financial expert” (Item 407(d)(5)(ii), Reg S-K) |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Non-employee director program |
| NCGC Chair fee | $15,000 | Paid quarterly |
| Total fees earned (Harty) | $120,000 | 2024 Director Compensation Table |
| 2025 program | Unchanged | Same cash/equity retainer levels |
Performance Compensation
| Component (2024) | Amount/Structure | Notes |
|---|---|---|
| Annual stock award (program) | $160,000 | Granted quarterly; fully vested on grant |
| Harty 2024 stock awards | $159,765 | Aggregate grant-date fair value |
| Deferral elections | Permitted | Directors may defer stock within 409A limits |
No director performance metrics (e.g., EBITDA/ROIC) apply to director compensation; equity awards are retainer-based and fully vested on grant .
Other Directorships & Interlocks
- Current boards: PH and WAB (lead independent director); prior: Syneos Health (through Mar-2023) .
- Potential interlocks/conflicts: The proxy does not disclose any related-party transactions involving Harty; Audit Committee oversees approval of any related person transactions under company policy . No conflicts disclosed for Harty in the proxy .
Expertise & Qualifications
- Audit Committee “financial expert”; extensive background across finance, accounting, treasury, tax, capital allocation, risk management, and M&A .
- Governance leadership as NCGC Chair with remit over governance principles, board composition, annual board/committee self-evaluations, and director nominations .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock |
|---|---|---|
| Linda A. Harty | 11,684 | <1% (per proxy table) |
- Shares outstanding on record date: 44,936,219 (context for ownership) .
- Director stock ownership guidelines: 5× annual cash retainer for directors; increased from 4× effective Jan 1, 2024. Directors expected to meet within 48 months; all directors meet or are on track (Mar 28, 2024; reaffirmed as of Mar 24, 2025) .
- Hedging/pledging: Prohibited for directors under Insider Trading Policy; broad clawback policies adopted (NYSE-compliant, Nov 2023) .
Governance Assessment
- Board effectiveness: Harty’s dual roles as Audit member (financial expert) and NCGC Chair strengthen oversight of financial reporting, related-party transactions, governance standards, and board composition—supported by perfect attendance (100%) and active committee schedules (Audit 6×; NCGC 3×) .
- Independence & alignment: Independent status affirmed; equity retainer plus stock ownership guidelines promote alignment; hedging/pledging prohibited; no related-party transactions disclosed for Harty .
- Compensation and investor signals: Director pay mix balanced (cash retainer + equity retainer); 2025 program unchanged, indicating stability. Company’s 2024 say-on-pay support at 88.6% suggests favorable investor sentiment toward compensation governance broadly .
- External commitments: Leadership roles at WAB (lead independent director) and service at PH add governance depth; no overboarding concern evidenced by 100% attendance at GTLS. Monitor for potential informational interlocks, though proxy discloses no conflicts or related-party transactions .
RED FLAGS: None disclosed in proxy for Harty. No related-party transactions; hedging/pledging prohibited; strong attendance; independent status confirmed .