Spencer Stiles
CHART INDUSTRIESAbout Spencer S. Stiles
Spencer S. Stiles (age 48) has served as an independent director of Chart Industries (GTLS) since 2023. He is Group President at Stryker (SYK), overseeing Orthopaedics & Spine and international regions (EMEA, Latin America, Canada), with responsibility for M&A, global real estate, and Digital/Robotics, bringing large‑scale operating and transaction experience to GTLS . The Board determined all non‑management director nominees, including Stiles, are independent under NYSE standards; directors achieved 100% attendance in 2024 .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Chart Industries (GTLS) | Independent Director | Director since 2023 | Compensation Committee member; Nominations & Corporate Governance Committee (NCGC) member; expected to be appointed Chair of Compensation Committee following the 2025 Annual Meeting . |
| Stryker (SYK) | Group President (Orthopaedics & Spine; oversees EMEA, LATAM, Canada; M&A; Global Real Estate; Digital/Robotics) | In role since Aug 2019 | Global P&L leadership, M&A execution, multi‑region operating oversight . |
External Roles
| Organization | Position | Public/Private | Notes |
|---|---|---|---|
| Stryker (SYK) | Group President | Public | Oversees major business units and corporate functions (M&A, Digital/Robotics) . |
Board Governance
- Independence status: Independent (non‑management director) .
- Committee assignments: Compensation; NCGC .
- Chair roles: Expected to become Compensation Committee Chair after the 2025 AGM (was a member in 2024) .
- Attendance and engagement:
- Board meetings held: 6; Executive sessions: 3 in 2024 .
- Attendance: 100% at Board and applicable committee meetings in 2024 .
- Committee activity levels (FY 2024): Compensation met 4x; NCGC met 3x .
- Director stock ownership guideline: 5x annual cash retainer; directors must meet within 48 months; all directors meet or are on track as of Mar 24, 2025 .
- Hedging/pledging: Prohibited for directors under insider trading policy .
Fixed Compensation
Director compensation framework and Stiles’s 2024 actuals.
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $105,000 | Paid quarterly . |
| Annual equity award (stock) | $160,000 | Granted quarterly; fully vested at grant; directors may elect deferral . |
| Chair fees | Board Chair $100,000; Audit Chair $25,000; Compensation Chair $25,000; NCGC Chair $15,000 | Paid quarterly, if applicable . |
| Director (2024) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Spencer S. Stiles | 105,000 | 159,765 | 264,765 |
Performance Compensation
- Directors do not receive performance‑based pay; quarterly equity grants are fully vested on grant and are not tied to performance metrics .
| Director Equity Structure | Vesting/Performance | Annual Target |
|---|---|---|
| Quarterly stock grants | Fully vested on grant; optional deferral | $160,000 per year (in quarterly installments) . |
Other Directorships & Interlocks
| Item | Status |
|---|---|
| Other current public company directorships (Stiles) | None disclosed in GTLS proxy bio . |
| Compensation committee interlocks at GTLS | None; committee members (incl. Stiles) are independent; no interlocks disclosed . |
Expertise & Qualifications
- Global P&L leadership across multiple operating divisions and geographies; transaction experience (M&A oversight) .
- Strategic operations and technology exposure (Digital, Robotics & Enabling Technologies) relevant to GTLS’s industrial technology roadmap .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % Outstanding | Notes |
|---|---|---|---|
| Spencer S. Stiles | 2,151 | <1% | 1,374 shares deferred under director program . |
- Ownership alignment: Director guideline = 5x annual cash retainer; directors meet or are on track within 48 months as of Mar 24, 2025 .
- Pledging/hedging: Prohibited for directors; reduces alignment risk from collateralized positions or hedges .
Governance Assessment
-
Strengths/positive signals:
- Independent director with 100% attendance; active on two key committees; expected elevation to Compensation Committee Chair indicates Board confidence and deeper influence on pay‑for‑performance oversight .
- Director compensation is balanced cash/equity with ownership guideline increased to 5x retainer, and hedging/pledging prohibited—aligns incentives with shareholders .
- No compensation committee interlocks disclosed; Board conducts annual independence reviews; majority‑vote policy and regular executive sessions support governance quality .
- Say‑on‑pay support of ~88.6% in 2024 suggests shareholder acceptance of compensation governance during Stiles’s tenure on the committee .
-
Watch items:
- Beneficial ownership stake is modest in absolute terms (typical for newly refreshed directors); monitor progress toward the 5x retainer guideline over the 48‑month compliance window .
- Related‑party transactions: Company has formal policy and Audit Committee oversight; the proxy outlines policy but does not detail any specific transactions involving Stiles—continue monitoring this section in future filings .
Overall: Stiles brings seasoned operating and M&A expertise from a large‑cap industrial/med‑tech peer, is fully independent with perfect attendance, and is slated to chair the Compensation Committee—factors that should bolster investor confidence in board oversight of executive pay and strategy execution at GTLS .