LINDE PLC
For the period ended Jul 29, 2025. Filed Apr 30, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jul 29, 2025 · Filed Apr 30, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
Linde plc
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
| PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX): | |
|---|---|
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials: |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Making our world more productive
A Message fromOur Chairman
Dear fellow shareholders,
On behalf of Linde’s Board of Directors, I am pleased to invite you to the 2025 Annual General Meeting of Shareholders of Linde plc being held in London, UK.
The Linde Board
The Board’s composition reflects a mix of diverse backgrounds, experiences, skills and perspectives that contribute to a strong and well-functioning Board. Each of our ten directors has substantial senior executive experience in areas critical to our business, resulting in meaningful Board oversight of management.
In 2020, the Board began a comprehensive director recruitment process to plan for anticipated retirements and to ensure the Board would continue to have the necessary mix of experiences, backgrounds and skills. Since 2022, seven directors have retired, and five new directors have joined the Board (four new independent directors and Sanjiv Lamba, Linde’s CEO since 2022). Most recently, Paula Reynolds joined in February 2024, and her substantial senior executive and public company board experience has been a valuable addition.
The addition of new directors with outstanding senior executive and board leadership experience has resulted in a substantial refreshment of our Board. However, the Board also seeks to ensure that it maintains an appropriate mix of longer tenured and newer directors so that, among other things, there is a continuity of institutional knowledge and experience of Linde and the industry. Therefore, in October 2024, the Board revised its director retirement policy to increase the director retirement age from 72 years old to 75 years old, reflecting the majority practice of the S&P 500 companies and the practice of a substantial majority of Linde’s peer companies.
Board and Committee Oversight of Key Matters
The Board and its committees are actively involved in providing oversight and counsel to management regarding numerous areas that are critical to Linde and its shareholders, including the following:
The Audit Committee oversees key accounting and financial matters, including (1) selecting the independent auditor; (2) monitoring the internal audit function and compliance with legal and regulatory requirements; and (3) recommending a capital allocation strategy to the Board.
The Human Capital Committee supervises the executive compensation program, including (1) designing the program to reflect Linde’s pay for performance culture and alignment of shareholders’ and management’s interests; (2) making annual senior executive compensation determinations, including setting challenging annual variable compensation goals, determining payouts based on those goals, and providing long-term stock incentives for executive officers and other eligible employees. It also reviews the safety strategy and progress annually
The Nomination and Governance Committee oversees selection of Board members, recruitment and refreshment, committee assignments, Board compensation, the Board self-evaluation process, and corporate governance matters generally.
The Sustainability Committee oversees Linde’s programs, policies and practices related to environmental matters, including sustainability goals, decarbonization and clean energy efforts.
The Board’soversight includes, among others (1) conducting an annual business plan review in January and an annual strategy review in October, in addition to multiple strategic business reviews throughout the year; (2) determining a capital allocation strategy, with a focus on investment for future growth and appropriate shareholder distribution levels. This included 9% and 8% dividend increases in 2024 and 2025, respectively, with 2025 being the 32 nd consecutive annual dividend increase, as well as a continuation of Linde’s existing $15 billion share repurchase program; (3) performing an annual enterprise risk assessment; (4) reviewing and approving strategic acquisitions and large capital projects that are a core component of Linde’s growth strategy; and (5) reviewing senior executive talent and management succession planning.
The Board thanks you for your continuing support and confidence in Linde.
Regards,
Stephen F. Angel
Table of Contents
| Notice of 2025 Annual General Meeting of Shareholders | 1 |
|---|---|
| Proxy Statement Highlights | 3 |
| Proposals | 3 |
| 2024 Business Performance Highlights | 5 |
| Board and Governance Highlights | 7 |
| Compensation Highlights | 9 |
| Corporate Governance and Board Matters | 10 |
| Linde’s Corporate Governance Framework | 10 |
| Board Committees | 18 |
| Director Compensation | 21 |
| Director Nominees | 24 |
| Proposal 1: Appointment of Directors | 35 |
| Audit Matters | 36 |
| Oversight of Independent Auditors | 36 |
| Auditor Independence | 37 |
| Fees Paid to the Independent Auditor | 38 |
| Audit Committee Report | 39 |
| Proposal 2a: Non-Binding Ratification of the Appointment of the Independent Auditor | 40 |
| Proposal 2b: Authorization of the Board to Determine the Auditor’s Remuneration | 40 |
| Executive Compensation Matters | 41 |
| Report of the Human Capital Committee | 41 |
| Compensation Discussion and Analysis | 41 |
| Executive Compensation Tables | 58 |
| Table 1: Summary Compensation | 58 |
| Table 2: Grants of Plan-Based Awards | 60 |
| Table 3: Outstanding Equity Awards at Fiscal Year-End | 61 |
| Table 4: Option Exercises and Stock Vested | 62 |
| Table 5: Pension Benefits | 63 |
| Table 6: Nonqualified Deferred Compensation | 67 |
| Severance and Other Change-In Control Benefits | 69 |
| Table 7: Amounts Potentially Payable upon Termination | 70 |
| Pay Versus Performance | 73 |
| CEO Pay Ratio | 79 |
| Reconciliation to Compensation and Non-GAAP Measures | 80 |
| Proposal 3: Advisory and Non-Binding Vote on Named Executive Officer Compensation | 81 |
| Proposal 4: Advisory and Non-Binding Vote on the Frequency of Future Advisory Shareholder Votes on Named Executive Officer Compensation | 82 |
| Proposal 5: Determination of Price Range for Re-allotment of Treasury Shares | 83 |
| Proposal 6: Shareholder Proposal Requesting Annual Climate Lobbying Report | 84 |
| Information on Share Ownership | 88 |
| Information About the Annual General Meeting and Voting | 90 |
| General Information | 90 |
| Miscellaneous | 95 |
Making our world more productive
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