UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934 (AMENDMENT NO.         )

Filed by the Registrant ☒                    Filed by a Party other than the Registrant ☐

Check the appropriate box:

CHART INDUSTRIES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box)all boxes that apply):

CHART INDUSTRIES, INC.

3055 Torrington2200 Airport Industrial Drive, Suite 100

Ball Ground, Georgia 30107

April 1, 20218, 2022

To the Stockholders of Chart Industries, Inc.:

This year’s Annual Meeting of Stockholders of Chart Industries, Inc. (“Company”) will be held in a virtual meeting (audio webcast) format at 9:00 a.m., Eastern Time, on Thursday,Friday, May 13, 2021. Due to the continuing public health impact of the COVID-19 Pandemic and to support the health and well-being of our stockholders, employees and their families, this year’s Annual Meeting will be held in a virtual meeting (audio webcast) format only. 2022. You will not be able to attend the Annual Meeting physically in person in light of public health concerns.person.

To access the Annual Meeting, you must register in advance, using your control number found on your proxy card or voting instruction form, or Notice of Internet Availability, at www.proxydocs.com/GTLS prior to the deadline of May 11, 20212022 at 5:00 p.m. Eastern Time. You will also be permitted to submit questions at the time of registration relating to matters properly before the Annual Meeting and of general Company concern. We will not be providing an update on the Company’s operations or any other presentation regarding the Company’s business in connection with the Annual Meeting.

Upon completing your meeting registration, you will receive further instructions via email, including your unique link that will allow you to access the Annual Meeting and vote online during the meeting. The instructions will also include information on who to contact if you are having difficulty logging in. The Annual Meeting will begin promptly at 9:00 a.m. Eastern Time. We encourage you to access the Annual Meeting prior to the start time. Online access will open approximately at 8:45 a.m. Eastern Time, and you should allow ample time to log in to the meeting. We recommend that you carefully review the procedures needed to gain admission in advance.

Whether or not you expect to access the Annual Meeting, the return of the enclosed proxy card as soon as possible or the submission of a proxy by telephone or the Internet by following the instructions on the proxy card would be greatly appreciated and will ensure that your shares will be represented at the Annual Meeting. If you do participate in the Annual Meeting virtually, you may, of course, withdraw your previously submitted proxy should you wish to vote during the Annual Meeting.

On behalf of the Board of Directors and management of Chart Industries, Inc., I would like to thank you for your continued support and confidence.

Sincerely yours,

Steven W. Krablin

Chairman

CHART INDUSTRIES, INC.

3055 Torrington2200 Airport Industrial Drive, Suite 100

Ball Ground, Georgia 30107

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MAY 13, 20212022

To the Stockholders of Chart Industries, Inc.:

The Annual Meeting of Stockholders of Chart Industries, Inc. (“Company”) will be held at 9:00 a.m., Eastern Time, on Thursday,Friday, May 13, 20212022 in a virtual (audio webcast) format only, for the following purposes:

Only holders of the Company’s common stock of record as of the close of business on Wednesday,Thursday, March 17, 20212022 are entitled to vote at the Annual Meeting. It is important that your shares be represented at the Annual Meeting. For that reason, we ask that you promptly sign, date and mail the enclosed proxy card in the return envelope provided or submit a proxy by telephone or the Internet by following the instructions on the proxy card. Stockholders who access the Annual Meeting virtually may revoke their previously submitted proxy and vote during the Annual Meeting.

By Order of the Board of Directors,

Sincerely yours,

Steven W. Krablin

Chairman

You may vote in any of the following ways:

YOUR VOTE IS IMPORTANT

WE URGE YOU TO COMPLETE, DATE, AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT IN THE ENCLOSED ENVELOPE OR SUBMIT A PROXY BY TELEPHONE OR THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE PROXY CARD. YOUR PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE TIME IT IS VOTED AT THE ANNUAL MEETING.

CHART INDUSTRIES, INC.

3055 Torrington2200 Airport Industrial Drive, Suite 100

Ball Ground, Georgia 30107

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

Mailed on or about April 1, 20218, 2022

Why am I receiving these materials?

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors of Chart Industries, Inc. (the “Company,” “Chart,” “we,” “us” and “our”) for use at the Annual Meeting of Stockholders of the Company on May 13, 20212022 at 9:00 a.m., Eastern Time, and any adjournments or postponements thereof (the “Annual Meeting”). The time, place and purposes of the Annual Meeting are stated in the Notice of Annual Meeting of Stockholders accompanying this proxy statement.

Why do the proxy materials contain information regarding the Internet availability of proxy materials?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), the Company has opted towill provide access to our proxy materials primarily over the Internet, which will allow us to capture costs and reduce the environmental impact of printing and mailing proxy materials.Internet. Proxy materials for the Annual Meeting, including the 20202021 Annual Report and this proxy statement, are available over the Internet by accessing www.proxydocs.com/GTLS. While we have elected to make ourmail complete sets of the proxy materials available online,for this year’s Annual Meeting, in the future you may receive on a Notice of Internet Availability of Proxy Materials and, in that case, you will have to request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request an additional printed copy are available at www.proxydocs.com/GTLS. You also can obtain a printed copy of this proxy statement, free of charge, by writing to: Secretary, c/o Chart Industries, Inc., 3055 Torrington2200 Airport Industrial Drive, Suite 100, Ball Ground, Georgia 30107, or by submitting a request via email to herbert.hotchkiss@chartindustries.com or by telephone at 770-721-8800.

Who is paying for this proxy solicitation?

The expense of soliciting proxies, including the cost of preparing, assembling and mailing the notice, proxy statement and proxy, will be borne by us. We may pay persons holding our common stock (“Common Stock”) for expenses incurred in sending proxy materials to their principals. In addition to solicitation of proxies by mail, our directors, officers and employees, without additional compensation, may solicit proxies by telephone, electronically via e-mail and personal interview. We may also retain a proxy solicitation firm to assist in the solicitation of proxies.

What voting rights do I have as a Stockholder?

On each matter to be voted on, you have one vote for each outstanding share of our Common Stock you own as of March 17, 2021,2022, the record date for the Annual Meeting. Only stockholders of record at the close of business on March 17, 20212022 are entitled to receive notice of and to vote at the Annual Meeting. On this record date, there were 36,333,91736,610,292 shares of Common Stock outstanding and entitled to vote. Stockholders do not have the right to vote cumulatively in the election of directors.

How do I vote?

If you are a stockholder of record, you can vote: (i) virtually, during the Annual Meeting; (ii) by signing and mailing in your proxy card in the enclosed envelope (if you elected to receive printed materials);envelope; (iii) by submitting a proxy by telephone by calling 1-866-509-1048; or (iv) via the Internet at www.proxypush.com/GTLS. Proxies submitted via the telephone or Internet must be received by 9:00 a.m. Eastern Time on May 13, 2021.2022. More detailed instructions are included on the proxy card. In order to submit a proxy via the telephone or Internet, please follow the instructions on the proxy card.

If you are a stockholder of record, the proxy holders will vote your shares based on your directions. If you sign and return your proxy card, but do not properly direct how your shares of Common Stock should be voted, the proxy holders will vote “FOR” the director nominees, “FOR” the ratification of the selection of Deloitte & Touche LLP, and “FOR” the approval, on an advisory basis, of the Company’s executive compensation. The proxy holders will use their discretion on any other proposals and other matters that may be brought before the Annual Meeting.

If you hold shares of Common Stock through a broker or nominee, you may vote only if you have obtained a signed proxy from your broker or nominee giving you the right to vote your shares.

Can I revoke or change my vote after I submit a proxy?

Yes. You can revoke your proxy or change your vote at any time before the proxy is exercised at the Annual Meeting. This can be done by either submitting another properly completed proxy card with a later date, sending a written notice to our Secretary (we must receive your new proxy card or written notice before the Annual Meeting begins), or you may access the Annual Meeting virtually and vote during the Annual Meeting.

What vote is required to approve each of the proposals?

What constitutes a quorum?

A quorum of stockholders will be present at the Annual Meeting if at least a majority of the aggregate voting power of Common Stock outstanding on the record date is represented at the Annual Meeting, in person or by proxy. With 36,333,91736,610,292 shares of Common Stock outstanding as of the close of business on the record date, stockholders representing at least 18,166,95918,305,147 shares of Common Stock will be required to establish a quorum. Abstentions and broker non-votes will be counted towards the quorum requirement.

Can Stockholders make proposals for the 20212022 Annual Meeting?

From time to time, stockholders present proposals that may be proper subjects for inclusion in the proxy statement and for consideration at an Annual Meeting. To be included in the proxy statement for the Annual Meeting, the Company must have received such proposals no later than December 2, 2020.2021.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table and accompanying footnotes show information regarding the beneficial ownership of our Common Stock as of March 17, 20212022 by:

CORPORATE GOVERNANCE AND RELATED MATTERS

Corporate Governance Updates

In 2020,2021, we continued to build on our strategy to focus on our core cryogenic engineering and manufacturing of products for the industrial gas and clean energy space, highlighted by the execution of a strategy to invest in and focus on the transition to clean energy solutionstrend of sustainability within the industry. As partBeing in the forefront of that strategy, we divested our Cryobio business and invested in and acquired businesses laser-focused onthe “nexus of clean,” including the clean energy solutions, includingtransition, we are a leading provider of technology, equipment and services related to liquefied natural gas, hydrogen, CO₂biogas, CO2 capture and water treatment applications.treatment. We also changedare committed to excellence in environmental, social and corporate governance (“ESG”) issues both for our segments, allcompany as described further in “Compensation Discussion and Analysis — Executive Summary” on page 21 to reflect the changes inwell as our business as a result of these strategic transactions.customers. Our management team and the rest of the Chart organization also swiftly respondedcontinued to respond to the challenges posed by the ongoing COVID-19 Pandemicpandemic to ensure the health and safety of our employees worldwide, as well as serving the needs of our customers and communities.

Subsequent to year-end,During 2021, the Company also transferred its listing from the NASDAQ to the New York Stock Exchange (“NYSE”).

Board Leadership Structure

We do not have an express policy as to whether the roles of Chairman and CEO should be combined or separated. The Board maintains the flexibility to determine the leadership structure that best serves the interests of the Company. The independent directors of the Nominations and Corporate Governance Committee (“NCGC”) conduct annual assessments of the Company’s corporate governance structures and processes, and the NCGC regularly considers and is open to different Board leadership structures as circumstances may warrant. The Board believes, at this time, that the Chairman and CEO roles should be separate, and accordingly approved an amendment to the Company’s Corporate Governance Guidelines to only require a Lead Independent Director when the Chairman of the Board is not independent.

The Board believes that under current circumstances, the Chairman and CEO roles should be split to allow the CEO to remain focused on critical operational and strategic management of the Company. Our corporate governance structure enables clear delineation of responsibility and more focused leadership, creates clear accountability, and enhances our ability to effectively communicate the Company’s strategy and message clearly and consistently to stockholders, customers, suppliers, employees, and other constituencies.stakeholders.

Board’s Role in Risk Oversight

Our management team is responsible for the day-to-day management of the risks the Company faces, while the Board, as a whole and through its committees, is responsible for the oversight of material risk management. In its risk oversight role, the Board reviews significant individual matters, as well as risk management processes designed and implemented by management with respect to risk generally. The Board has designated the Audit Committee as the Board committee with general risk oversight responsibility. The Audit Committee has quarterly discussions with management about the Company’s major risk exposures, those processes management has implemented to monitor and control those exposures, and broader risk categories, including risk assessment and risk management policies. Management provides quarterly reports to the Audit Committee regarding areas of material risk to the Company, which include operational, financial, legal, regulatory, strategic, and reputational risks. Additionally, members of our senior corporate management and the senior executives of our business units regularly attend Board meetings and are available to address Board inquiries on risk oversight matters generally or on individual matters of significance to the Company. Separate and apart from quarterly risk reviews and other communications between senior executives and the Board, many actions that potentially present a higher risk profile, such as acquisitions, material changes to our capital structure, or significant investments, require review or approval by the Board or its committees as a matter of oversight and corporate governance.

Corporate Governance Guidelines

The Board, directly and through its committees, continuously monitors emerging best practices in corporate governance and has adopted Corporate Governance Guidelines. A copy of the Corporate Governance Guidelines can be found online at www.chartindustries.com by clicking on the link for Investors. You also can obtain a printed

Majority Voting Policy. Our Corporate Governance Guidelines require that a director nominee in an uncontested election who does not receive the affirmative vote of a majority of votes cast submit an offer of resignation to the NCGC. Voter abstentions and broker non-votes are not considered votes cast for this purpose and thus are not counted as either votes “for” or “withheld” from a director’s election. An “uncontested election” is an election in which the number of director nominees does not exceed the number of directors to be elected at that meeting.

Director nominees who fail to receive the affirmative vote of a majority of votes cast in an uncontested election must promptly tender an offer of resignation for consideration by the NCGC or, in limited circumstances, the Board, in accordance with the Corporate Governance Guidelines. The NCGC will review the resignation and make a recommendation to the Board on whether it should accept or reject such offer. A director nominee who tenders resignation pursuant to this policy will not participate in the NCGC review, or the Board consideration of whether to accept or reject his or her resignation. The NCGC and the Board will take into account the facts and circumstances they deem appropriate in considering such offer of resignation, including those written in our Corporate Governance Guidelines. Thereafter, the Board will make and publicly disclose its decision to accept or reject an offer of resignation submitted pursuant to this policy within 90 days following certification of the applicable election results. If an offer of resignation pursuant to this policy is rejected, the Board will disclose publicly its reasons for rejecting the offer.

Executive Compensation Clawback Policy. Our Compensation Committee adopted an executive compensation clawback policy in 2015. For information about the Company’s clawback policy, turn tosee “Other Compensation Policies” on page 35.Policies.”

Director Independence

The Corporate Governance Guidelines and the NYSE listing standards provide that at least a majority of the members of the Board must be independent, or free of any material relationship with the Company, other than his or her relationship as a director or Committee member. A director is not independent if he or she fails to satisfy the standards for independence under the NYSE listing standards, the rules of the SEC, or any other applicable laws, rules and regulations.

The Board conducts an annual review of our directors’ independence. In this review, the Board considers transactions, relationships and arrangements between the Company and each director or immediate family member of the director. The Board also considers transactions, relationships and arrangements between Company senior management and each director or immediate family member of the director. In February 2021,2022, the Board performed its director independence review for 2021.2022.

As a result of this review, the Board determined that all of our non-management director nominees are independent and satisfy NYSE independence requirements. Ms. Evanko is not considered independent because of her employment with the Company.

Board Meetings

There were eleveneight meetings of the Board during the fiscal year ended December 31, 2020.2021. Each director attended at least 75% of the aggregate100% of (1) the total number of meetings of the Board held during the period he or she served as a director and (2) the total number of meetings held by committees of the Board on which he or she served. Board members are expected to attend our Annual Meeting, and all currentthen-current members attended our virtual Annual Meeting in 2020.2021. In 2020,2021, five of the eleveneight meetings of the Board were regular meetings and there were sixfive executive sessions.

Executive sessions are presided over by the Chairman of the Board (if an independent director) or a Lead Independent Director if the roles of CEO and Chairman are combined and are generally held in connection with each regularly scheduled Board meeting. As Chairman of the Board and an independent director, Steven W. Krablin presided over the five executive sessions of the Board held in 2021. Mr. Krablin is retiring from the Board, and will cease service as Chairman of the Board, effective as of the Annual Meeting, at which time Singleton B. McAllister will be appointed Chair of the Board.

the Board maintains a Special Stock Plan Committee. The Compensation Committee delegated limited authority to the Special Stock Plan Committee to grant certain equity awards under the Chart Industries, Inc. 2017 Omnibus Equity Plan (the “Omnibus Equity Plan”), as well as awards under the prior 2009 Amended and Restated Omnibus Equity Plan (the “2009 Omnibus Plan” and, collectively, with the Omnibus Equity Plan, the “Omnibus Equity Plans”), to key employees other than executive officers and our business group presidents. The Special Stock Plan Committee is described in more detail on page 10.

The Board of Directors may change committee membership from time to time on the recommendation of the NCGC.

Independence. The NCGC is composed entirely of directors who meet the independence requirements under the NYSE standards and the rules of the SEC.

Primary Responsibilities. The NCGC is responsible for, among other things: (1) developing, recommending and reviewing the adequacy of the corporate governance principles applicable to us; (2) developing and recommending to the Board compensation for Board members; (3) reviewing our compliance with state and federal corporate governance laws and regulations and with the NYSE corporate governance listing requirements; (4) making recommendations to the Board regarding the size and composition of the Board; (5) establishing criteria for the selection of new directors to serve on the Board and reviewing the appropriate skills and characteristics required of directors; (6) identifying, screening and recommending nominees to be proposed by us for election as directors at the Annual Meeting, or to fill vacancies; (7) considering and reviewing the qualifications of any nominations of director candidates validly made by stockholders; (8) reviewing the committee structure of the Board and recommending, on an annual basis, directors to serve as members of each committee; (9) establishing criteria for, overseeing the process for, and leading the annual performance self-evaluation of the Board and each committee; (10) reviewing any director resignation letter tendered in accordance with the Company’s Corporate Governance Guidelines, and evaluating and recommending to the Board whether such resignation should be accepted; and (11) overseeing the Company’s strategy on corporate social responsibility and sustainability, and developing related policies and procedures.

Charter. The NCGC is governed by the NCGC Charter, adopted by the Board. A copy of the NCGC Charter can be found online at www.chartindustries.com by clicking on the link for Investors. You also can obtain a printed copy of the NCGC Charter, free of charge, by writing to: Secretary, c/o Chart Industries, Inc., 3055 Torrington2200 Airport Industrial Drive, Suite 100, Ball Ground, Georgia 30107.

Independence and Financial Expertise. Our Board has determined that each member of the Audit Committee satisfies the current independence standards of NYSE and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934 (the “Exchange Act”). Our Board has determined that each of Ms. Harris and Messrs. Chen, Krablin, Molinini* and Sagehorn qualifies as an Audit Committee “financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K and that all members of the Audit Committee satisfy the NYSE financial knowledge and sophistication requirements.

stock plans and other incentive compensation plans; (6) overseeing compliance with any applicable compensation reporting requirements of the SEC; (7) approving the appointment and removal of trustees and investment managers for pension fund assets; (8) retaining consultants to advise the committee on executive compensation practices and policies; (9) with oversight from the full Board, establishing and periodically reviewing succession plans for our executive officers and others; (10) determining stock ownership guidelines for the CEO and other executive officers and monitoring compliance with such guidelines; and (11) handling such other matters that are specifically delegated to the Compensation Committee by the Board from time to time.

To further assist it in carrying out its responsibilities, the Compensation Committee engaged Meridian Compensation Partners,Pay Governance, LLC (“Meridian”Pay Governance”), an independent compensation consulting firm, to assist in evaluating our executive compensation structure and expenses. The Compensation Committee may change its compensation consultant from time to time in its sole discretion. Prior to engaging MeridianPay Governance to provide consulting

meeting of the Compensation Committee. The Special Stock Plan Committee takes action as necessary to fulfill its purpose of allowing the Company to provide limited equity awards to employees under parameters preapproved by the Compensation Committee, without the time and expense incurred when the Compensation Committee approves individual awards.

Role of Executive Officers in Compensation Decisions

Our CEO makes recommendations to the Compensation Committee for the compensation of our other executive officers, including recommendations of salary adjustments, if any, annual cash incentives, and long-term and short-term awards. The CEO’s recommendations are based on her annual review of the performance of the other executive officers and data provided by the compensation consultant concerning compensation practices among the Company’s peer and broader industry groups. The Compensation Committee considers the CEO’s recommendations when making executive compensation decisions, but the Compensation Committee retains full discretion to set all compensation for our executive officers. Decisions regarding the CEO’s compensation are made at the sole discretion of the Compensation Committee.

Directors must have time available to devote to Board activities, and the ability to work collegially with other Board members. In determining whether to recommend a director for re-election, the NCGC also considers a director’s past attendance at meetings and participation in and contribution to the activities of the Board. At all times, at least one member of the Board must meet the definition of “financial expert,” as defined in Item 407(d)(5)(ii) of Regulation S-K, and serve on the Company’s Audit Committee.

The NCGC considers all of the foregoing factors, among others, in identifying director candidates. The Company does not have a policy that requires us to consider the impact of any one factor by itself. In considering whether to recommend any candidate, including candidates recommended by stockholders, the NCGC applies the factors set forth in our Corporate Governance Guidelines and the NCGC Charter, which provide that diversity should be considered in the director identification and nomination process. The NCGC seeks nominees with a diversity of experience, professions, skills, gender, race, geographic representation and backgrounds that collectively will build a capable, responsive and effective Board that is prepared to address the Company’s strategic oversight and governance challenges. Although the NCGC does not assign specific weight to particular factors, any qualified nominee should have a core skill set that enables the nominee to serve the Company well as a director. We believe that the backgrounds and qualifications of the directors, considered as a group, should provide a significant composite mix of experience, knowledge and abilities that will enable the Board to fulfill its responsibilities.

The NCGC will use the above enumerated factors to consider potential candidates regardless of the source of the recommendation. Stockholder recommendations for director nominations may be submitted to the Company

amendments to our Code of Ethical Business Conduct or our Officer Code of Ethics, and any waivers of our Code of Ethical Business Conduct or our Officer Code of Ethics granted to any director or executive officer of the Company, on our website. As of the date of this proxy statement, there have been no such waivers. You also can obtain a printed copy of these documents, free of charge, by writing to: Secretary, c/o Chart Industries, Inc., 3055 Torrington2200 Airport Industrial Drive, Suite 100, Ball Ground, Georgia 30107.

To enhance employee awareness of our Code of Ethical Business Conduct, we conduct periodic ethics and compliance training for all of our employees to provide them with the knowledge necessary to maintain our high standards of ethics and compliance. In addition, we provide employees with the ability to leave reports, anonymously, on an Ethics hotline maintained by an unaffiliated third party, and those reports are provided to the appropriate members of the Board of Directors, as well as members of management designated to serve as Ethics Representatives. Chart’s Ethics Representatives also assist in the administration of, and encourage adherence with, our Code of Ethical Business Conduct.

Environmental and Sustainability Policy

As a responsible corporate citizen, Chart’s belief is that financial performance and responsibility for our environment, our employees and the global communities we touch are inextricably linked.

To progress towards our sustainability goals, Chart is committed to:

Notes:

PROPOSAL 1 — ELECTION OF DIRECTORS

Our By-Laws permit the Board to establish by resolution the authorized number of directors. In connection with the Board’s continual assessment of the size and operation of the Board, the Board has setdetermined to reduce the size of the Board at sixfrom nine to seven members effective as of the Annual Meeting and accordingly nominated sixseven current directors who will be standing for election at the Annual Meeting. Accordingly, two of our existing non-employee directors, Mr. Chen and Mr. Krablin, will retire from service on our Board at the Annual Meeting at the end of their current terms.

Each director elected at the Annual Meeting will serve a one-year term expiring at our annual meeting of stockholders in 2022.2023. The sixseven director nominees have each indicated willingness to serve if elected. However, if any of the nominees should become unable or unwilling to serve, the Board may either reduce its size, or designate or not designate a substitute nominee. If the Board designates a substitute nominee, proxies that would have been cast for the original nominee will be cast for the substitute nominee, unless instructions are given to the contrary.

The information below provides each nominee’s name, age as of March 17, 2021,2022, and existing position with the Company, as well as the skills, attributes and experience of the nominees that led the Board, and the NCGC, to determine it appropriate to nominate these directors for election.

COMPENSATION COMMITTEE REPORT

Report of the Compensation Committee on Executive Compensation

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with the Company’s management. Based on that review and discussion, the Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K and in the Company’s definitive proxy statement prepared in connection with its 20202022 Annual Meeting of Stockholders.

Compensation Committee

Michael L. Molinini, Chairman

Carey Chen

Linda A. Harty

Singleton B. McAllister

David M. Sagehorn

The above Report of the Compensation Committee does not constitute soliciting material and should not be deemed filed with the Commission or subject to Regulation 14A or 14C (other than as provided in Item 407 of Regulation S-K) or to the liabilities of Section 18 of the Exchange Act, except to the extent that the Company specifically requests that the information in this Report be treated as soliciting material or specifically incorporates it by reference into a document filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act. If this Report is incorporated by reference into the Company’s Annual Report on Form 10-K, such disclosure will be furnished in such Annual Report on Form 10-K and will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act as a result of furnishing the disclosure in this manner.

COMPENSATION DISCUSSION AND ANALYSIS SUMMARY

Introduction

This Compensation Discussion and Analysis provides an overview of our business performance in 2020,2021, highlights the key components and structure of our executive compensation program, discusses the principles underlying our compensation policies and procedures, and addresses other matters we believe explain and demonstrate our performance-based compensation philosophy. Since it describes our executive compensation program for 2020,2021, this Compensation Discussion and Analysis does not address our business and financial results, or our executive compensation for 20212022 in its entirety. The Compensation Committee will consider such impacts when reviewing our 20212022 executive compensation program and may align 20212022 executive compensation with the current economic environment. Those 20212022 executive compensation program decisions will be described in our proxy statement for next year’s annual meeting of stockholders.

The following fourseven individuals are referred to throughout this proxy statement as our named executive officers (or “NEOs”):

20202021 Named Executive Officers

EXECUTIVE AND DIRECTOR COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

Strategy and Leadership.

In 2020,2021, we continued to build on our strategy to focus on our core cryogenic engineering and manufacturing of products for the industrial gas and clean energy spaces, highlighted by the execution of a strategy to invest and focus on the transition to clean energy solutionstrend of sustainability within the industry. As partChart is proud to be at the forefront of this strategy and as described below, we divested our Cryobio business and invested in and acquired businesses focused onthe “nexus of clean,” including clean energy solutions, includingtransition, as a leading provider of technology, equipment and services related to liquefied natural gas, hydrogen, CO₂biogas, carbon capture and water treatment, among other applications. In connection with our continued strategic transformation and to provide greater transparency to our shareholders, we changed our reportable segments to the following four segments: Cryo Tank Solutions, Heat Transfer Systems, Specialty Products and Repair, and Service and Leasing.

Our management team, led by Ms. Evanko, our Chief Executive Officer (“CEO”) and President, Gerald F. Vinci, our Vice President, Chief Human Resources Officer (“CHRO”), and Herbert G. Hotchkiss, Vice President, General Counsel & Secretary (“General Counsel”), Joseph R. Brinkman, Vice President and Chief Financial Officer (“CFO”), Douglas A. Ducote, Jr., President, Global Engineering and Chief Technology Officer (“CTO”) and Joseph A. Belling, Chief Commercial Officer (“CCO”), their dedicated teams and the rest of the Chart organization, swiftly respondedeach continued to respond quickly and prudently to the numerous challenges we have faced in the last few years, including the challenges posed by the COVID-19 Pandemic, taking strongpandemic, and proactive steps to ensuresupply chain, materials costs, labor and logistics shortages and general inflationary pressure challenges that dominated the health and safety of our employees worldwide, as well as serving the needs of our customers and communities,macroeconomic environment in 2021, all while contributing to our enhanced operating performance and the execution of a number of strategic initiatives in 2020, each as described below. The Company also drove efficiencies and enhanced accountability within the organizational structure, by flattening the management structure and placing general managers, instead of the previous operating President model, in charge of the various business units.

Subsequent to year-end, on March 16, 2021, Scott W. Merkle was promoted from Vice President and Chief Accounting Officer to Vice President and Chief Financial Officer. Mr. Merkle is alsoaccelerating the Company’s Treasurer. Mr. Merkle succeeds Ms. Evanko in the CFO role, and Ms. Evanko will continue in her position as Chief Executive Officer and President. Also on March 16, 2021, Robin Catalano was promoted from Vice President and Corporate Controller to Vice President and Chief Accounting Officer and succeeds Mr. Merkle in the role as Chief Accounting Officer.continued clean energy strategy.

Fiscal 20202021 Business Performance Highlights.

Operating Performance. The results of our organic and inorganic strategic investments, transformation intoin the “nexus of clean” (clean power, clean energy marketswater, clean food and clean industrials) and continued execution and the corresponding benefits of our cost-reduction initiatives were demonstrated in our strong performance in 2020.2021 despite the challenging macroeconomic headwinds described above. Specifically, consolidated sales increased to a record $1,317.7 million in 2021 from $1,177.1 million in 2020, were $1,177.1 million, down only slightly from $1,215.5 million in 2019 despite the presencerepresenting an increase of the challenges associated with the COVID-19 Pandemic, while gross profit in 2020 increased by $34.6 million to $332.1 million. SG&A expenses decreased by $27.5$140.6 million or 13.4% in 2020 compared to 2019 across multiple SG&A categories primarily as a result of cost reduction initiatives. Evidencing the strength of11.9% (6.0% organically), which was mainly driven by our businessSpecialty Products, Cryo Tank Solutions and success in margin enhancements resulting from ongoing cost structure improvements acrossRepair, Service & Leasing segments. Our full year 2021 reported non-diluted earnings per share were $1.66 and our organization, operating income wasfull year 2021 adjusted non-diluted earnings per share were a record in each of our four segments, both on an absolute basis and as a percentage of sales. Resulting net income from continuing operations attributable to Chart was $68.9 million for 2020, up from $31.4 million in 2019.$2.84.^*

The strengthstrong state of the Company’s business was furthermost clearly demonstrated by multiple full yearrecord backlog and order levels with strong order activity contributing to record ending total backlog of $1,190.1 million as of December 31, 2021 compared to $810.0 million as of December 31, 2020, records, and includerepresenting an increase of $380.1 million or 46.9%, which reflects the following:broad-based demand we continue to see year-over-year across our product categories. The increase in backlog was largely driven by record orders as of December 31, 2021 of $1,676.1 million compared to $1,210.1 million as of December 31, 2020 representing an increase of $466.0 million or 38.5%.

In addition to the above, the Company completed a number of significant memoranda of understanding and joint development agreements with major clean energy players during 2021.

Fiscal 20202021 Executive Compensation Highlights.

Pay for Performance. We are fully dedicated to aligning executive pay to Company performance. Compensation opportunities, particularly short- and long-term incentives, are determined at the beginning of each year. The amounts earned from our compensation program are largely driven by Company performance: financial results, strategic accomplishments and growth in shareholder value.

In order to further align compensation with performance, the Compensation Committee has approved several design changes in recent years in order to increase the performance elements of the compensation program and further align compensation to returns of stockholders:

Discretionary Awards. In light of the continued successful execution on the strategic transformation of our business by Ms. Evanko and members of the management team, as well as the related operational achievements, the Compensation Committee made discretionary bonus awards to the CEO, CHRO and General Counsel in the amounts of $400,000, $50,000 and $50,000, respectively. This was in addition to the formula-based STI award of 74.5% of target, and was made to reflect several considerations, including, ongoing leadership of the organization, sharpened strategic directives, cost-savings measures, record financial results, success in strategically repositioning the business, including through acquisitions, investments, and divestures, and similar positive feedback from shareholders and investors in this regard. Ms. Evanko and members of the management team led the Company in finalizing agreements with major customers (both existing and new), despite the challenges of navigating through a COVID-19 environment, fast tracking cost synergies and consolidations of facilities and recent acquisitions, increasing visibility and communications to investors, completing a strategic financing and equity issuance, executing on margin expansion actions, and launching an Emerging Leaders Program, Engineering Fellows Program, substantive positive momentum in Environmental, Social and Governance matters and a program for community improvement that all portend positively for the future profitability and success of the Company. With the exception of Ms. Evanko, the amounts of the discretionary bonuses were less than the amounts by which these NEOs’ STI payments were below STI target amounts.

Compensation Governance Practices. In addition to our emphasis on pay for performance, we design our executive compensation programs to incorporate best practices and strong corporate governance policies and procedures. We consider the risks associated with any particular program, design or compensation decision prior to implementation of same, and believe that these assessments result in long-term shareholder value. A representative sample of these compensation governance practices include:

20202021 Compensation Program Overview. Our compensation program seeks to align executive officer compensation with stockholder value creation by both tying compensation to the achievement of measurable financial and long-term strategic business performance objectives, and incentivizing executives’ multi-year retention. Consistent with market practices, a substantial portion of each NEO’s total compensation for 20202021 was in the form of equity opportunities that include a mix of time-based and performance metrics, thereby strongly aligning executive compensation with stockholder interests. Overall, the value of executives’ 20202021 long-term equity incentive (“LTI”) compensation largely depends on stockholder returns and business performance over time, and target LTI awards continue to comprise the largest portion of the CEO’s total compensation package.

As outlined below, in 20202021 our NEOs received options, with value contingent on stock price performance; RSUs, with value contingent on continued employment and stock price performance; and performance units, with value contingent on a combination of the Company’s absolute return on average capital and achievement of operating income metrics. With the exception of base salary, the value of each component of the 20192021 executive compensation program is at risk and tied to Company performance, stock price appreciation, or both.

Review of 20202021 Say on Pay Advisory Vote

At our 20202021 Annual Meeting, our stockholders had the opportunity to provide an advisory vote on the compensation paid to our executive officers, known as a “say on pay” vote. Approximately 93% of the total shares represented at the 20202021 Annual Meeting were cast in favor of the compensation provided to our executive officers. AsThe Company has maintained a result of previous “say on pay” results, the Company enhanced itsregular outreach to stockholders by contacting several of its institutional stockholders.stockholders in order to solicit input on the Company’s Compensation Structure and disclosures. These efforts have yielded robust and valuable feedback, much of which, including the desire for increased information and

transparency related to the pay-for-performance aspects of our executive compensation is incorporated in this proxy statement. As a result of recent discussions and feedback from investors, the Company modified its PSU award structure for 2021 to add a TSR modifier, as described herein.

described above. In consultation with Meridian,Pay Governance, the Compensation Committee used the following methodology to develop our comparator group:

As a result of the Compensation Committee evaluating compensation based on the criteria described above, total target compensation for our NEOs may in certain circumstances be above or below the median reference point provided in the market data for our Compensation Peer Group.

For further discussion of the Compensation Committee’s engagement of Meridian,Pay Governance, see “Corporate Governance and Related Matters — Information Regarding Meetings and Committees of the Board of Directors — Compensation Committee” above.

competitive range of base salaries, as established using the market data from our Compensation Peer Group; and each executive’s individual experience, responsibilities, and contributions.

In determining actual payouts to NEO’s for 2020,2021, as in prior years, the Compensation Committee determined 20202021 consolidated operating income performance under a bonus pool funding program (the “Bonus Pool”), and then applied financial and strategic operating performance metrics consistent with performance metrics established under the Cash Incentive Plan applicable to other Plan participants. As in recent years, the Compensation Committee used consolidated operating income as a financial performance metric and also utilized SOEG. BeginningAs the Committee began utilizing in 2020, and to more closely align NEO compensation with those measurements that the Compensation Committee believes best reflect the performance of the Company’s business and operations, the Compensation Committee also again used a consolidated free cash flow performance metric, replacing the prior working capital metric. This new free cash flow metric will representrepresents 25% of the STI weight. The useSOEG metrics (which represent 20% of the SOEG metrics in 2020 isSTI weight) are intended to motivate individuals to drive annual results that align with the Company’s strategic operational goals (including ESG-related goals, as discussed elsewhere herein, which represent 25% of the SOEG metrics), and it allows the Compensation Committee to reward employees for certain qualitative factors that contributed to the achievement of our strategic business goals.

20202021 STI Program Results. In determining annual incentive awards for 2020,2021, the Compensation Committee determined the extent of our performance under the Bonus Pool operating income and consolidated free cash flow performance metrics; and, using its negative discretion under the Cash Incentive Plan, whether and to what extent each of the financial and SOEG performance metrics were satisfied for 2020.2021. As described above, the Compensation Committee then adjusted upward the operating income metricand free cash flow metrics to reflect large LNG projects during the year. Large LNG projects are those greater than a specified million tonnes per annum threshold. The Compensation Committee then determined for each NEO employed as of the date of payment of the bonus on February 19, 2021, the actual STI award to which each executive was entitled.

The Compensation Committee considered our actual performance against the financial performance targets set by the Compensation Committee and the Board for 2020,2021, noted in the table above. The Compensation Committee adjusted actual results to exclude unusual items in accordance with the terms of the Cash Incentive Plan, which allows for adjustments for the following events that may occur during the performance period, including: (i) asset gains or losses; (ii) litigation, claims, judgments or settlements; (iii) accrualsexpenses for reorganization and restructuring programs; and (iv) any extraordinary, unusual, non-recurring or non-cash items. Importantly, despite the uncertainty with the COVID-19 Pandemicpandemic and the challenges associated with navigating through the difficult COVID-19 environment, as well as unique and globally seen challenges in the supply chain and raw materials prices, the Compensation Committee did not adjust STI targets or actual results due to

For fiscal 2021,2022, the Compensation Committee has increased the annual incentive target to 60% for Mr. Brinkman reflecting his recent appointment as Chief Financial Officer, and increased Mr. Belling’s annual incentive target to 70%. Ms. Evanko to 120% reflecting market compensation trends. Mr. Vinci’sEvanko’s and Mr. Hotchkiss’Messrs. Vinci, Hotchkiss and Ducote’s annual incentive target for 2021 remains2022 remain unchanged.

Long-Term Equity Incentive Compensation. The third primary component of Chart’s executive compensation program is long-term equity incentive (LTI) awards. Equity-based compensation is an important component of our overall compensation strategy. The Compensation Committee uses LTI compensation to attract and retain talent, and to align the interests of our executives with the interests of our stockholders. LTI awards are designed to motivate NEOs to assist the Company both in achieving a high level of long-term performance and in creating stockholder value, while also discouraging the undertaking of undue short-term risks.

The Compensation Committee monitors and evaluates the performance of LTI awards against the Compensation Committee’s overall compensation philosophy, and to determine whether LTI awards are effectively serving Chart’s long-term compensation goals and aligning NEO compensation with stockholder interests.

In our 20202021 fiscal year, on January 2, 2020,4, 2021, we awarded the following number of non-qualified stock options to our then-current NEOs at an exercise price of $68.80$118.41 per share: (i) Ms. Evanko, 32,260,23,520, (ii) Mr. Hotchkiss, 4,150,Brinkman, 630, (iii) Mr. Vinci, 4,150 andHotchkiss, 2,730, (iv) Mr. Bishop, 6,120.Vinci, 2,740, (v) Mr. Bishop’s grants were forfeited upon his departure from the Company.Ducote, 900, (vi) Mr. Belling, 1,630 and (vii) Mr. Merkle, 1,080.

For a description of grant date fair values related to stock options granted to our NEOs in 2020,2021, and related valuation assumptions, see note 4 to the 20202021 Summary Compensation Table. The exercise price of each award is the closing share price of our Common Stock on the date the options were granted.

Performance Share Units. PSU awards are granted at the discretion of the Compensation Committee and vest based on the attainment of objective, predefined financial performance goals over a three-year performance period. For each performance period the Compensation Committee establishes threshold, target, and maximum performance levels, together with corresponding payout amounts. Awards at the end of the three-year performance period are interpolated on a straight-line basis for performance levels between threshold and target and between target and maximum performance levels. Each earned performance unit represents the right to receive one share of our Common Stock.

(iv) Mr. Bishop, 2,910.Vinci, 1,440, (v) Mr. Bishop’s unvested RSU awards were forfeited when he departed fromDucote, 480, (vi) Mr. Belling, 860 and (vii) Mr. Merkle, 570. In addition, on February 16, 2021, the Company.Compensation Committee approved grants of 760 and 1,900 RSUs to Mr. Belling and Mr. Ducote, respectively.

Deferred Compensation. The Company maintains the Chart Industries, Inc. Voluntary Deferred Income Plan (the “Deferred Income Plan”), which is intended to make our retirement plan benefits competitive relative to peers. The Deferred Income Plan provides benefits to certain of our management and highly compensated employees, including our NEOs, not otherwise available under our tax-qualified 401(k) Investment and Savings Plan (the “Savings Plan”) due to statutory limitations. Pursuant to the Deferred Income Plan, participants may defer up to 100% of base salary and annual bonus, and all participant deferrals are fully vested automatically. In addition, we make profit-sharing contributions and provide matching on the amounts deferred. Profit-sharing contributions and matching amounts made prior to January 1, 2020 are vested fully after five years of service by the participant. On and after January 1, 2020, such amounts shall vest in accordance with the Savings Plan vesting schedule for profit-sharing contributions and matching contributions.

In 2020,2021, the Deferred Income Plan resulted in the following Company matching and profit sharing contributions for certain of our NEOs: (i) Ms. Evanko, $61,619;$38,000, (ii) Mr. Hotchkiss, $14,311 andBrinkman, $3,413, (iii) Mr. Hotchkiss, $14,406, (iv) Mr. Vinci, $14,337.$14,409 and (v) Mr. Merkle, $8,276. Based on

Certain Transactions in Company Stock — Hedging and Pledging Activities. Our Insider Trading Policy prohibits our directors, officers and employees from engaging in various hedging activities, including any transaction involving a put, call or other option (other than an option granted by us) on our securities. Directors, officers, and employees are specifically prohibited from selling our securities that he or she does not own (i.e., he or she may not “sell short”). Furthermore, our Insider Trading Policy expressly prohibits our directors, officers and employees who are subject to trading windows under our Insider Trading Policy from holding Company securities in margin accounts or otherwise pledging our securities as collateral for loans.

Effective February 2016, the Board approved an amendment to the Insider Trading Policy to solidify our prohibition against hedging activities. Although the Board had never done so, prior to the amendment, the Board or a Committee of the Board had discretionary authority to pre-approve a hedging transaction that was otherwise prohibited under the policy. In February 2016, the Insider Trading Policy was amended to eliminate this discretionary authority regarding hedging transactions.

Tax Considerations. While the annual cash bonus opportunity as well as the award of stock options and performance units have historically been designed to satisfy the requirements for deductible compensation, the

20202021 SUMMARY COMPENSATION TABLE

The following table and related notes and discussion are presented in accordance with SEC rules and summarize the compensation earned by each named executive officer for fiscal years 2018, 20192021 and, 2020.where required, 2020 and 2019.