Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 12, 2018, the Board of Directors (the “Board”) of Chart Industries, Inc. (the “Company”) took the following actions:
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Jillian C. Evanko, who had been serving as the Company’s Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer, was named as the Company’s Chief Executive Officer and President, and she was elected to the Board. Ms. Evanko will continue to serve as Chief Financial Officer of the Company on an interim basis;
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William C. Johnson, who had been serving as the Company’s Chief Executive Officer, President and Chairman of the Board, was terminated without cause, in accordance with his employment agreement, effective as of the close of business on June 11, 2018;
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Steven W. Krablin, who had been serving as the Lead Independent Director of the Board, was elected as Chairman of the Board; and
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Michael Schmit was elected as the Company’s Chief Accounting Officer in addition to his existing role as Corporate Controller.
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The Compensation Committee of the Board will review the compensation arrangements for Ms. Evanko and Messrs. Krablin, and Schmit in connection with their new appointments. The Company will file an amendment to this Current Report on Form 8-K once such arrangements, as well as any additional separation arrangements for Mr. Johnson, have been finalized.
Ms. Evanko, age 40, previously served as Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer of the Company, and will continue to serve as Chief Financial Officer of the Company on an interim basis. Ms. Evanko joined the Company on February 13, 2017 as Vice President of Finance after serving as the Vice President of Truck-Lite Co., LLC since October 2016. Prior to her position at Truck-Lite Co., LLC, Ms. Evanko held multiple executive positions at Dover Corporation and its subsidiaries, including the role of Vice President and Chief Financial Officer of Dover Fluids since January 2014. Prior to joining Dover in 2004, Ms. Evanko worked in valuation services at Arthur Andersen, LLP and also held audit and accounting roles for Honeywell and Sony Corporation of America. Ms. Evanko holds a bachelor’s degree in finance and history from La Salle University and a master’s degree in business administration from the University of Notre Dame.
There are no arrangements or undertakings between Ms. Evanko and any other persons pursuant to which she was selected to serve as the Company’s Chief Executive Officer and President, nor are there any family relationships between Ms. Evanko and any of the Company’s directors or executive officers. Ms. Evanko has no material interest in any transactions, relationships or arrangements with the Company
that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Mr. Krablin, age 68, has served as a member of the Board since July 2006 and has been the Lead Independent Director since June 2015. Mr. Krablin served as President, Chief Executive Officer and Chairman of the Board of T-3 Energy Services, Inc. (“T-3”), an oilfield services company that manufactured products used in the drilling, production and transportation of oil and gas, from March 2009 until the sale of T-3 in January 2011. Prior to his employment with T-3, Mr. Krablin was a private investor since April 2005, and previously served as Senior Vice President and Chief Financial Officer of National Oilwell, Inc., a manufacturer and distributor of oil and gas drilling equipment and related services and products, and Senior Vice President and Chief Financial Officer of Enterra Corporation until its merger with Weatherford International, Inc.
Mr. Schmit, age 45, has served as Corporate Controller of the Company since October 2017. Mr. Schmit joined the Company in March 2017 as Assistant Corporate Controller, and prior to joining the Company, Mr. Schmit served in various roles at Georgia-Pacific LLC from February 2007 until March 2017, most recently as Director – Internal Audit from June 2014 to February 2017. Prior to joining Georgia-Pacific in February 2007, Mr. Schmit worked in financial reporting and technical accounting at Arby’s Restaurant Group (formerly RTM Restaurant Group) and also served as a manager at Ernst & Young LLP.
There are no arrangements or undertakings between Mr. Schmit and any other persons pursuant to which he was selected to serve as the Company’s Chief Accounting Officer, nor are there any family relationships between Mr. Schmit and any of the Company’s directors or executive officers. Mr. Schmit has no material interest in any transactions, relationships or arrangements with the Company that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Exchange Act.