Paul Mahoney
CHART INDUSTRIESAbout Paul E. Mahoney
Age 61; independent director of Chart Industries (GTLS) since 2023. Mahoney is President of Production & Automation Technologies at ChampionX (NASDAQ: CHX), with prior senior roles at Dover (President of Dover Artificial Lift; COO; SVP Global Sales & Operations) and Emerson (various sales/GM roles). Background centers on operations, sales and technology solutions in energy production; education not disclosed in the 2025 proxy. Committee memberships: Compensation; Nominations & Corporate Governance (NCGC). The Board determined all non‑management nominees, including Mahoney, are independent. Each director attended 100% of Board and applicable committee meetings in FY2024. Executive sessions are presided over by the independent Chair.
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| ChampionX | President, Production & Automation Technologies | Leads global artificial lift since 2012; oversees upstream/midstream production technologies | Energy ops/technology expertise; strategic leadership |
| Dover Corporation / Dover Artificial Lift | President, Dover Artificial Lift; Chief Operations Officer; SVP Global Sales & Operations | Senior operating and commercial leadership in energy technology businesses | Operations, strategy, M&A exposure |
| Emerson Electric | VP & GM, Analyzers Group; VP Global Sales & Ops, Analytical Group; Director of Sales, Process Automation | Industrial technology sales and P&L roles | Sales/process automation expertise |
External Roles
| Type | Organization | Role | Notes |
|---|---|---|---|
| Public company boards | — | — | No other public company directorships disclosed for Mahoney in GTLS 2025 proxy |
Board Governance
| Item | Detail | Evidence |
|---|---|---|
| Independence | Board determined all non‑management nominees (incl. Mahoney) are independent under NYSE rules | |
| Committees | Compensation Committee (member); NCGC (member) | |
| Committee chairs | Compensation Chair: Michael L. Molinini (expected post‑AM to be Spencer S. Stiles); NCGC Chair: Linda A. Harty | |
| Meeting cadence FY2024 | Board: 6 meetings; Executive sessions held with independent Chair presiding | |
| Committee meetings FY2024 | Audit: 6; Compensation: 4; NCGC: 3 | |
| Attendance | Each director attended 100% of Board and applicable committee meetings | |
| Ownership/hedging | Director ownership guideline: 5× annual cash retainer within 48 months; prohibitions on hedging and pledging | |
| Related‑party oversight | Audit Committee reviews and approves any related‑party transactions per policy |
Fixed Compensation
| Component (Director) | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Standard non‑employee director retainer |
| Annual equity award | $160,000 grant‑date value (issued quarterly; fully vested on grant) | Deferral available under Section 409A parameters |
| Committee chair premia | Audit Chair +$25,000; Compensation Chair +$25,000; NCGC Chair +$15,000 | Mahoney not a chair |
| Board Chair premium | +$100,000 (pro‑rated in 2024 for transitions) | Not applicable to Mahoney |
2024 actual compensation (Mahoney):
- Fees earned/paid in cash: $105,000; Stock awards: $159,765; Total: $264,765
Performance Compensation
Directors receive fixed‑value quarterly stock grants that vest immediately; there are no performance‑conditioned director awards disclosed. For context on company performance alignment overseen by the Compensation Committee, GTLS’ “most important” performance measures used to determine 2024 CAP (pay‑versus‑performance) were:
- Adjusted Operating Income; EBITDA; Debt Paydown; ROIC; Relative TSR
| 2024 “Most Important” Performance Measures | Source |
|---|---|
| Adjusted Operating Income; EBITDA; Debt Paydown; ROIC; Relative TSR |
Compensation governance guardrails include double‑trigger CIC provisions for equity (since 2019), clawbacks (2015 policy; NYSE clawback adopted Nov 29, 2023), and prohibition on hedging/pledging. Independent consultant (Pay Governance) retained and affirmed independent.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Mahoney in GTLS 2025 proxy |
- Compensation Committee interlocks: None disclosed; committee comprises independent non‑employees; no cross‑board compensation interlocks reported.
Expertise & Qualifications
- Energy technology and production systems operator with global remit (artificial lift, upstream/midstream)
- Senior operating, commercial and strategy leadership at Dover and Emerson
- Independent status; active on Compensation and NCGC committees
- Board leans on his management/operations experience for strategy and execution oversight
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notable Details |
|---|---|---|---|
| Paul M. Mahoney | 2,651 | <1% | Of his beneficially owned shares, 2,151 are deferred stock units |
Director stock ownership guideline: 5× cash retainer to be met within 48 months; all directors meet or are on track as of March 28, 2024/2025 disclosures. Hedging and pledging are prohibited by policy.
Say‑on‑Pay & Shareholder Feedback (Signal on Compensation Oversight)
| Item (2025 Annual Meeting, May 20, 2025) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Advisory vote to approve NEO compensation | 36,663,225 | 3,341,822 | 43,487 | 2,338,138 |
All eight directors, including Mahoney, were elected; auditor ratified. Quorum: 42,386,672 of 44,936,219 shares outstanding as of record date.
Potential Conflicts and Related‑Party Exposure
- Current operating role: President at ChampionX (CHX), serving oil & gas upstream/midstream. This is adjacent to Chart’s energy‑related equipment and technology markets, but the proxy does not disclose any specific related‑party transactions involving Mahoney. The Audit Committee oversees and must approve any related‑party transactions under the written policy. Monitor for any commercial dealings with ChampionX.
Governance Assessment
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Strengths
- Independence and 100% attendance; active roles on Compensation and NCGC support board refreshment, governance policy, and executive pay oversight.
- Compensation governance: independent consultant; clawbacks; double‑trigger CIC equity; no hedging/pledging; director ownership guideline at 5× retainer; equity grants quarterly to align but minimize holding‑period risk.
- Shareholder support: Strong 2025 say‑on‑pay approval by vote count, signaling confidence in pay program under committee oversight.
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Watch items
- Industry adjacency due to Mahoney’s ChampionX leadership; continue monitoring for potential related‑party dealings (subject to Audit Committee review).
- Director equity grants vest immediately on grant (less performance linkage vs. PSUs); offset by ownership guidelines and anti‑hedging/pledging.
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RED FLAGS
- None highlighted in the proxy for Mahoney: no attendance issues, no disclosed related‑party transactions, no pledging/hedging, no interlocks.