Mark Durham
CHART INDUSTRIESAbout Mark Durham
Mark Durham, age 47, is Chief Accounting Officer (CAO) of Chart Industries (GTLS), appointed effective May 31, 2025, after serving as Senior Vice President of Finance since May 2023. Prior to Chart, he was Global Finance Director at Howden, leading finance/controlling operations, SOX/internal control, and ERP/data strategy. His 2025 compensation was set with an annual base salary of £315,000, a 40% target short‑term incentive (STI), and a 50% long‑term incentive (LTI) target; company incentive frameworks emphasize ROIC and operating income for PSUs with a TSR modifier, plus multi‑year vesting to align with shareholder value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chart Industries | Chief Accounting Officer | 2025–present | Oversees accounting transition and leadership, succeeding retiring CAO; subject to Chart’s clawback, ownership, and trading policies . |
| Chart Industries | Senior Vice President of Finance | 2023–2025 | Led global FP&A and consolidation, shared business services, and operational accounting, supporting post‑Howden integration and control environment . |
| Howden | Global Finance Director | Not disclosed (prior to 2023) | Led day‑to‑day finance/controlling, SOX/internal control, ERP/data strategy; experience relevant to Chart’s scale and controls . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships or public company board roles disclosed for Durham in GTLS filings/8‑Ks reviewed . |
Fixed Compensation
| Period | Base Salary (GBP) | Target STI (% of salary) | Target LTI (% of salary) |
|---|---|---|---|
| FY2025 (effective May 2025) | £315,000 | 40% | 50% |
Notes:
- 2025 STI and LTI targets apply for the full fiscal year 2025 per promotion 8‑K .
Performance Compensation
Incentive Design (company frameworks applicable to executives under Omnibus Plans)
| Vehicle | Metric | Weighting | Target/Range | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| PSU (Performance Share Units) | ROIC | 50% | Example 2023 PSU targets: threshold 9.8%, target 11.8%, max 14.8% (adjusted upward for large LNG revenue) | Earnout 50%–240% of target, plus TSR modifier ±20% (no upward modifier if TSR ≤ 0%) | 3‑year performance period; shares deliver post‑certification |
| PSU (Performance Share Units) | Operating Income | 50% | Company-calculated LTM operating income targets (with certain exclusions; upward adjusted for large LNG) | Same earnout and TSR modifier as above | 3‑year performance period |
| RSU | Time-based | — | — | — | Generally vests ratably over 3 years based on continued service |
| Stock Options | Time-based | — | — | — | Typically 25% per year over 4 years; 10‑year term (company standard) |
Notes:
- The LTI vehicle mix for NEOs in 2023 (and used for 2024) was approximately 40% PSUs, 30% RSUs, 30% options; Durham’s 2025 LTI is set as a % of salary under the same plan architecture, though individual grant details for him were not disclosed in the proxy tables .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Stock ownership guidelines | Executive officers must hold stock equal to 2x current base salary; CEO 5x; directors 5x retainer (raised from 4x effective Jan 1, 2024). Compliance expected within 5 years for executives . |
| Hedging/pledging | Prohibited for directors, officers, employees; no short sales; no margin/pledging under Insider Trading Policy . |
| Clawbacks | Broad recoupment policy (since 2015) for incentive comp tied to financial results upon restatement; NYSE‑compliant clawback adopted Nov 29, 2023 . |
| Recent insider transactions (Form 4) | Nov 10, 2025: Durham surrendered 117 shares to satisfy tax withholding on a vesting event (Rule 16b‑3 exempt) . |
| Recent insider transactions (Form 4) | Jul 15, 2025: Acquisition of 640 shares reported (award under Rule 16b‑3) . |
| Beneficial ownership totals | Not disclosed in the proxy tables for Durham; he was not a NEO in 2024–2025 proxies; see Forms 3/4 for evolving holdings . |
Interpretation:
- The Nov 2025 Form 4 reflects a net share settlement for taxes on vesting (not an open‑market sale), reducing near‑term selling pressure signals .
Employment Terms
| Term | Disclosure |
|---|---|
| Appointment and role | Becomes CAO upon CAO’s retirement effective May 31, 2025 . |
| Base/bonus/LTI targets | Base £315,000; STI target 40% of salary; LTI target 50% of salary (full FY2025) . |
| Selection/related parties | No arrangements/undertakings for selection; no family relationships; no related‑party interests under Item 404(a) . |
| Employment agreement | Not disclosed for Durham in the 8‑K; company policy context below . |
| Severance/CIC (company policy) | Change‑in‑control arrangements use double‑trigger; no tax gross‑ups; cash severance typically 1–3x base + bonus depending on role; equity agreements since 2019 include double‑trigger CIC provisions . |
| Clawbacks | Corporate recoupment policy and NYSE‑compliant clawback apply . |
| Non‑compete / non‑solicit | Not disclosed for Durham in reviewed filings . |
Say‑on‑Pay & Compensation Governance
- 2025 say‑on‑pay advisory vote: For 36,663,225; Against 3,341,822; Abstain 43,487; approved as recommended .
- 2024 say‑on‑pay advisory vote: For 32,339,164; Against 4,117,190; Abstain 41,834; approved as recommended .
- Compensation Committee practices: pay‑for‑performance emphasis; stock ownership policy; no hedging/pledging; double‑trigger CIC; no option repricing; modest perks (auto allowance); independent consultant (Pay Governance); peer benchmarking targeted around median, with updated peer set post‑Howden acquisition .
Investment Implications
- Alignment and incentives: 2025 package weights incentive pay meaningfully (40% STI, 50% LTI of salary) and places LTI under performance‑based PSUs/TSR modifier and multi‑year vesting, aligning Durham’s upside with ROIC and operating income over longer horizons .
- Selling pressure/ownership: Recent Form 4 shows tax‑withholding net share settlement (117 shares) rather than open‑market selling; a prior award added 640 shares—net effect neutral‑to‑positive for insider‑flow signaling, though absolute holdings remain modest vs NEOs and were not disclosed in proxies .
- Governance risk mitigants: Strict anti‑hedging/pledging, stock ownership guidelines (2x salary for executive officers), and robust clawbacks reduce misalignment and headline risk; CIC is double‑trigger with no tax gross‑ups, limiting windfall optics while supporting retention through a transaction .
- Retention and execution: Promotion to CAO with higher STI/LTI targets increases at‑risk pay and retention hooks; background in SOX/internal control and ERP/data at Howden plus global FP&A/operations at Chart supports execution in control‑heavy periods, though no individual performance payouts/targets for Durham were disclosed to benchmark pay‑for‑performance realization .
Appendix: Reference Tables
Typical Vesting Schedules and Mechanics (Company Plans)
| Instrument | Vesting | Notes |
|---|---|---|
| Stock Options | 25% annually over 4 years; 10‑year term | Applies to standard option grants under Omnibus Plans . |
| RSUs | Ratably over 3 years | Time‑based, retention focus . |
| PSUs | 3‑year performance period | Earnout 50%–240% at target with TSR ±20% modifier; metrics ROIC and Operating Income (50/50) . |