CHART INDUSTRIES INCGTLS
CHART INDUSTRIES INC Stock Compensation Disclosure
Share-based Compensation
Under the 2024 Omnibus Equity Plan (the “2024 Omnibus Equity Plan”) officers and employees (including our principal executive officer, principal financial officer and other “named executive officers”) are eligible to be granted stock options, stock appreciation rights (“SARs”), restricted stock, restricted share units (“RSUs”), performance shares and common shares. The maximum number of shares available for issuance is 1.60, which could be treasury shares or unissued shares, with a limit of 0.20 shares available for incentive stock option grants. As of December 31, 2025, 0.04 stock options, 0.04 shares of restricted stock and RSUs, and 0.02 performance units were outstanding under the 2024 Omnibus Equity Plan.
Under the 2017 Omnibus Equity Plan (the “2017 Omnibus Equity Plan”) officers and employees (including our principal executive officer, principal financial officer and other “named executive officers”) are eligible to be granted stock options, SARs, restricted stock, RSUs, performance shares and common shares. The maximum number of shares available for issuance is 1.70, which may be treasury shares or unissued shares. As of December 31, 2025, 0.30 stock options, 0.05 shares of restricted stock and RSUs, and 0.06 performance units were outstanding under the 2017 Omnibus Equity Plan.
Under the Amended and Restated 2009 Omnibus Equity Plan (“2009 Omnibus Equity Plan”) which was originally approved by our shareholders in May 2009 and re-approved by shareholders in May 2012 as amended and restated, we could grant stock options, SARs, RSUs, restricted stock, performance shares, leveraged restricted shares, and common shares to employees and directors. The maximum number of shares available for issuance is 3.35, which could be treasury shares or unissued shares. As of December 31, 2025, 0.02 stock options were outstanding under the 2009 Omnibus Equity Plan.
Regarding the treatment of equity awards pursuant to the Merger Agreement, refer to Note 1, “Nature of Operations and Principles of Consolidation” for discussion.
We recognized share-based compensation expense of $17.2, $18.9, and $12.6 for the years ended December 31, 2025, 2024, and 2023, respectively. This expense is included in selling, general and administrative expenses in the consolidated statements of income. The tax benefit related to share-based compensation during the years ended December 31, 2025, 2024, and 2023 was $1.6, $1.7 and $1.7, respectively. As of December 31, 2025, there was $9.8 of total unrecognized compensation cost, which is expected to be recognized over the remaining weighted-average period of approximately 1.9 years.
Stock Options
We use a Black-Scholes option pricing model to estimate the fair value of stock options. The expected volatility is based on historical information. The risk-free rate is based on the U.S. Treasury yield in effect at the time of the grant. Weighted-average grant-date fair values of stock options and the assumptions used in estimating the fair values are as follows:
| Year Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
| Weighted-average grant-date fair value per share | $ | 99.18 | $ | 69.09 | $ | 57.15 | |||||||||||
| Expected term (years) | 4.8 | 4.7 | 4.7 | ||||||||||||||
| Risk-free interest rate | 4.37 | % | 3.95 | % | 3.98 | % | |||||||||||
| Expected volatility | 57.25 | % | 56.61 | % | 54.66 | % | |||||||||||
Stock options generally have a four-year graded vesting period, an exercise price equal to the fair market value of a share of common stock on the date of grant, and a contractual term of 10 years. The following table summarizes our stock option activity from continuing operations:
| December 31, 2025 | |||||||||||||||||||||||
| Number of Shares | Weighted-average Exercise Price | Aggregate Intrinsic Value | Weighted- average Remaining Contractual Term | ||||||||||||||||||||
| Outstanding at beginning of year | 0.33 | $ | 97.00 | ||||||||||||||||||||
| Granted | 0.05 | 189.88 | |||||||||||||||||||||
| Exercised | (0.01) | 112.47 | |||||||||||||||||||||
| Forfeited / Cancelled | (0.01) | 156.52 | |||||||||||||||||||||
| Outstanding at end of year | 0.36 | $ | 107.76 | $ | 35.2 | 5.32 years | |||||||||||||||||
| Vested and expected to vest at end of year | 0.35 | $ | 106.58 | $ | 34.9 | 5.25 years | |||||||||||||||||
| Exercisable at end of year | 0.24 | $ | 85.80 | $ | 29.2 | 4.00 years | |||||||||||||||||
As of December 31, 2025, total unrecognized compensation cost related to stock options expected to be recognized over the weighted-average period of approximately 2.5 years is $2.4.
The total intrinsic value of options exercised during the years ended December 31, 2025, 2024, and 2023 was $0.7, $1.7, and $2.3, respectively. The total fair value of stock options vested during the years ended December 31, 2025, 2024, and 2023 was $2.8, $2.3, and $2.1, respectively.
Restricted Stock and RSUs
Restricted stock and RSUs generally vest ratably over a three-year period and are valued based on our market price on the date of grant. The following table summarizes our unvested restricted stock and RSUs activity from continuing operations:
| December 31, 2025 | |||||||||||
| Number of Shares | Weighted-Average Grant-Date Fair Value | ||||||||||
| Unvested at beginning of year | 0.13 | $ | 139.41 | ||||||||
| Granted | 0.04 | 186.16 | |||||||||
| Forfeited | (0.01) | 164.83 | |||||||||
| Vested | (0.07) | 140.31 | |||||||||
| Unvested at end of year | 0.09 | $ | 155.70 | ||||||||
As of December 31, 2025, total unrecognized compensation cost related to unvested restricted stock and RSUs expected to be recognized over the weighted-average period of approximately 1.6 years is $4.6.
The weighted-average grant-date fair value of restricted stock and RSUs granted during the years ended December 31, 2025, 2024, and 2023 was $186.16, $138.29, and $132.28, respectively. The total fair value of restricted stock and RSUs that vested during the years ended December 31, 2025, 2024, and 2023 was $10.7, $8.2, and $7.7, respectively.
Performance Units
Performance units are earned over a three-year period. Based on the attainment of pre-determined performance and market condition targets as determined by the Compensation Committee of the Board of Directors, performance units earned may be in the range of between 0% and 200%. The following table, which is stated at a 100% earned percentage, summarizes our performance units activity from continuing operations:
| December 31, 2025 | |||||||||||
| Number of Shares | Weighted-Average Grant-Date Fair Value | ||||||||||
| Unvested at beginning of year | 0.09 | $ | 140.51 | ||||||||
| Granted | 0.02 | 205.89 | |||||||||
| Vested | (0.02) | 165.32 | |||||||||
| Forfeited | (0.01) | 169.08 | |||||||||
| Unvested at end of year | 0.08 | $ | 157.22 | ||||||||
As of December 31, 2025, total unrecognized compensation cost related to performance units expected to be recognized over a weighted-average period of approximately 1.7 years is $2.8.
The weighted-average grant-date fair value of performance units granted during the years ended December 31, 2025, 2024, and 2023 was $205.89, $146.77, and $126.86, respectively. The total fair value of performance units that vested during the years ended December 31, 2025, 2024, and 2023 was $2.4, $3.0, and $3.4, respectively.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Feb 28, 2024 | |
| 2022 | Feb 24, 2023 | |
| 2021 | Feb 24, 2022 | |
| 2020 | Mar 1, 2021 | |
| 2019 | Feb 14, 2020 | |
| 2018 | Feb 22, 2019 | |
| 2017 | Feb 22, 2018 | |
| 2016 | Feb 23, 2017 | |
| 2015 | Feb 26, 2016 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.