Paula Harris
CHART INDUSTRIESAbout Paula M. Harris
Independent director of Chart Industries (GTLS) since 2021; age 61. Harris brings a 33‑year SLB (Schlumberger) background spanning field operations, training, sales, and ESG leadership, most recently serving as SLB Director of Global Stewardship (2015–June 2020). She is designated an Audit Committee “financial expert” and serves on GTLS’s Audit and Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SLB (Schlumberger) | Director, Global Stewardship | 2015–Jun 2020 | Led metrics-based ESG programs, including carbon reduction, energy efficiency, green tech sales, and diversity goals . |
| SLB (Schlumberger) | Field operations; leadership in training and sales | Various years (prior to 2015) | Operations, recruiting, training, D&I, project management, finance and sales experience in energy industry . |
| Houston Astros | SVP, Community & Foundation Executive Director | Oct 2021–Mar 2025 | Community leadership; governance exposure in major league sports . |
External Roles
| Organization | Role | Public Ticker/Exchange | Tenure | Notes |
|---|---|---|---|---|
| Hunting PLC | Director | HTG/LSE | Current | Manufacturer/provider of downhole tools/components to oil & gas . |
| Helix Energy Solutions Group, Inc. | Director | HLX/NYSE | Current | International offshore energy services company . |
Board Governance
- Independence: Board determined all non-management nominees (including Harris) are independent under NYSE standards (review completed Feb 2025) .
- Committee assignments: Audit (financial expert); Compensation .
- Attendance: 100% attendance at 2024 Board meetings and at committees on which she served; all current members attended the 2024 Annual Meeting .
- Committee activity: Audit met six times in FY2024; Compensation met four times in FY2024 .
- Governance policies relevant to investors: Majority voting in uncontested elections; regular executive sessions; clawback policies; prohibition on hedging/pledging; stock ownership guidelines; no poison pill .
Fixed Compensation (Director)
| Component | 2024 Amount | Terms |
|---|---|---|
| Annual cash retainer | $105,000 | Paid quarterly; no committee membership fees; additional cash only if serving as Chair or Committee Chair . |
| Additional chair fees | $0 | Chairs receive: Board Chair $100,000; Audit Chair $25,000; Compensation Chair $25,000; NCGC Chair $15,000. Harris was not a chair in 2024 . |
| Total cash paid (2024) | $105,000 | — |
| Equity retainer (stock awards) | $159,765 (grant-date fair value) | Granted quarterly; fully vested on grant; directors may elect to defer settlement within 409A limits . |
| Total director compensation (2024) | $264,765 | Cash + stock awards. |
Performance Compensation (Director)
| Feature | Structure | Detail |
|---|---|---|
| Performance linkage | None | Non-employee director equity grants are time-based, granted quarterly, fully vested on grant; no performance metrics apply . |
| Deferral elections | Permitted | Stock retainer can be deferred until a later fiscal year or earlier of January post-separation or change-in-control, subject to 409A . |
| Ownership guidelines | 5× annual cash retainer | Directors must reach 5× retainer within 48 months; all directors meet or are on track as of Mar 24, 2025 . |
| Hedging/pledging | Prohibited | Company Insider Trading Policy prohibits hedging, short sales, holding in margin accounts or pledging Company stock . |
| Clawbacks | Adopted | Executive incentive-based clawbacks; broader clawback policy in place; reflects strong recovery provisions culture . |
Other Directorships & Interlocks
| Company | Segment Overlap with Chart | Potential Interlock Considerations |
|---|---|---|
| Hunting PLC (HTG/LSE) | Upstream oilfield tools; adjacent to Chart’s energy/LNG/hydrogen markets | Sector adjacency may create information-flow sensitivities; no related-party transactions with Harris are disclosed in the proxy; Audit Committee reviews related party transactions . |
| Helix Energy Solutions (HLX/NYSE) | Offshore energy services; adjacent to Chart’s energy markets | Similar adjacency; oversight exists via Audit Committee policy; no disclosed conflicts in proxy . |
Expertise & Qualifications
- Audit Committee financial expert; satisfies NYSE financial knowledge requirements .
- ESG program design/execution; energy industry operations; recruiting, training, diversity & inclusion; project management; finance/sales .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | Notes |
|---|---|---|---|
| Paula M. Harris | 3,184 | <1% | 2,014 shares deferred per director deferral program . |
| Shares outstanding (record date) | 44,936,219 | — | Record date March 24, 2025 . |
| Director ownership guideline | 5× annual cash retainer | All directors meet or are on track within 48 months . |
Governance Assessment
- Positives
- Independent director with 100% attendance; serves on Audit and Compensation, designated financial expert—strong oversight credentials .
- Director pay mix skewed to equity (~$160k vs $105k cash) supporting ownership alignment; mandatory ownership guideline at 5× retainer with progress reported .
- Robust governance framework: majority voting, executive sessions, clawbacks, anti-hedging/pledging—favorable shareholder protections .
- 2024 say-on-pay approval at ~88.6% indicates broad shareholder support for compensation practices .
- Watch items
- External directorships at Hunting PLC and Helix Energy Solutions create sector adjacency; while no related-party transactions are disclosed, ongoing monitoring for potential conflicts remains prudent (Audit Committee has explicit oversight) .
- Equity grants to directors are fully vested upon grant; while common, investors may prefer vesting schedules or holding requirements—Chart mitigates via ownership guidelines and anti-hedging/pledging policies .
Overall signal: Harris’s financial expertise, ESG background, independence, and full attendance support board effectiveness. Compensation structure and ownership guidelines indicate alignment; no disclosed conflicts or related-party transactions involving Harris, with policies in place for oversight .