Roger Strauch
CHART INDUSTRIESAbout Roger A. Strauch
Roger A. Strauch (age 69) is an independent director of Chart Industries (GTLS), serving since 2021. He is Chairman of The Roda Group, a venture firm focused on climate/low-carbon technology; previously CEO/Chairman of Ask Jeeves, CEO/board member of Symmetricon (now Microsemi), and CEO/Chairman of TCSI Corp. He chaired the Board of Trustees of the Mathematical Sciences Research Institute (Berkeley) and sits on UC Berkeley’s Engineering Dean’s College Advisory Board, bringing clean-tech, strategic, and financial expertise to the Board . The Board confirmed all non-management director nominees, including Strauch, as independent in 2025 following its annual review .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ask Jeeves (now Ask.com) | Chief Executive Officer & Chairman | Not disclosed | Led a leading web search engine; strategic and financial leadership |
| Symmetricon (now Microsemi (NASDAQ: MSCS)) | Chief Executive Officer & Board Member | Not disclosed | Telecom equipment; operational and governance experience |
| TCSI Corp. | Chief Executive Officer & Chairman | Not disclosed | Telecom software; strategy and oversight |
| Cool Systems (Game Ready) | Chairman | Through sale in 2018 | Oversaw exit to Halyard Health |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Roda Group | Chairman | Current | Focus on climate/low-carbon investments; ESG-linked insights |
| Mathematical Sciences Research Institute (Berkeley) | Chairman of the Board of Trustees | Recent | Non-profit governance leadership |
| UC Berkeley Engineering Dean’s College Advisory Board | Member | Current | Engineering advisory; technology perspective |
Board Governance
- Independence: Determined independent (all non-management directors) in 2025 .
- Committee assignments: Nominations & Corporate Governance Committee (NCGC) member; NCGC met 3 times in 2024 .
- Attendance: 100% attendance at Board and committee meetings in 2024 (six Board meetings; three executive sessions) .
- Board leadership: Independent Chair (Andrew R. Cichocki); executive sessions presided by the Chair .
- NCGC remit: Director nomination/refresh, governance principles, Board compensation recommendations, annual Board/committee self-evaluations, sustainability oversight .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $105,000 | Paid quarterly |
| Annual stock award (non-employee directors) | $160,000 | Granted quarterly; fully vested on grant; deferral elections permitted within 409A limits |
| Chair retainers | Board Chair $100,000; Audit Chair $25,000; Compensation Chair $25,000; NCGC Chair $15,000 | Paid quarterly |
| Roger A. Strauch – 2024 cash fees | $105,000 | As non-chair member |
| Roger A. Strauch – 2024 stock awards (grant-date value) | $159,765 | Annual director stock grants, quarterly |
| Roger A. Strauch – 2024 total | $264,765 | Sum of cash and stock |
Performance Compensation
- Directors do not receive performance-based pay; equity awards are time-based and fully vested at grant. Directors may defer stock settlement; ownership guidelines require 5x cash retainer within 48 months, and all directors meet or are on track to meet guidelines as of March 24, 2025 .
| Program Feature | Status | Evidence |
|---|---|---|
| Performance-tied director pay | None | Not disclosed; director stock fully vested on grant |
| Stock deferral availability | Available | Subject to 409A and separation/change-in-control timing |
| Ownership guideline | 5x annual cash retainer within 48 months | Directors meet or are on track |
Other Directorships & Interlocks
- Current public company boards for Strauch: None disclosed in the proxy biography .
- Prior public roles referenced include Symmetricon/Microsemi and Ask Jeeves; no current interlocks or disclosed relationships with GTLS competitors/suppliers/customers .
Expertise & Qualifications
- Clean technology/ESG and sustainability initiatives; strategic and financial leadership across tech and industrial domains .
- Governance experience across public, private, and academic/non-profit boards .
Equity Ownership
| Metric | Mar 28, 2024 | Mar 24, 2025 |
|---|---|---|
| Shares beneficially owned | 2,405 | 3,484 |
| % of shares outstanding | <1% | <1% |
| Deferred shares noted in footnotes | Not indicated for Strauch | Not indicated for Strauch |
| Ownership guideline compliance | On track/meeting 5x retainer (Board-wide statement) | On track/meeting 5x retainer (Board-wide statement) |
| Hedging/pledging status | Company prohibits hedging/pledging by directors | Company prohibits hedging/pledging by directors |
Governance Assessment
- Board effectiveness: Strong attendance (100%), clear independence, and active NCGC involvement support governance quality and refreshment .
- Alignment: Director comp mix balances cash with equity; stock ownership guidelines at 5x retainer and prohibition on hedging/pledging bolster alignment .
- Conflicts: No related-party transactions involving Strauch disclosed; Audit Committee reviews any related person transactions under a formal policy .
- Shareholder sentiment: Say-on-pay support high (88.6% in 2024; 90.4% in 2023), indicating investor confidence in GTLS compensation governance framework .
RED FLAGS: None disclosed specific to Strauch. No hedging/pledging, no related-party transactions, and full attendance mitigate governance risk .
Signals to watch: Any future Roda Group portfolio companies entering commercial dealings with Chart (would trigger related-party review); changes in director equity deferral patterns or guideline compliance; shifts in NCGC priorities around sustainability that could intersect with Roda investments .
Notes on Insider Trades
- Form 4 insider trading data for Roger Strauch was not included in proxy disclosures and was not retrieved here; no trading or pledging activity is disclosed in the proxy, and company policy prohibits hedging/pledging by directors .