LINDE PLC

Pay Versus Performance Table

The table and related graphs below disclose the relationship of (i) compensation for the CEO and other NEOs and (ii) Company performance as defined by, and required under, Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and related SEC rules for the years ended December 31, 2024, 2023, 2022, 2021 and 2020. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with its performance, refer to the CD&A.

(1)

Amounts reported in this column and others related to the “First CEO” are for Stephen F. Angel, who served as Chief Executive Officer of the Company until his retirement from employment in March 2022.

(2)

Amounts reported in this column and others related to the “Second CEO” are for Sanjiv Lamba, who succeeded Mr. Angel as Chief Executive Officer of the Company upon Mr. Angel’s retirement.

(3)

The dollar amounts do not reflect the actual amounts of compensation paid to the Company’s CEO and other NEOs in each applicable year, but rather represent the amount of “compensation actually paid” as defined by the SEC rules, which includes: (1) the year-end value of equity awards granted in each applicable year, (2) the change in value of equity awards that were unvested at the end of the prior year, measured through the date the awards vested or through the end of the reported calendar year, and (3) certain pension-related costs.

The calculation of equity award values described above required that the awards be measured as of each vesting date or year-end, as applicable, using certain assumptions. For ROC-measured PSUs and RSUs, the fair values are based on the closing market price of Linde’s ordinary shares on each valuation date adjusted for dividends that were not paid during the remaining vesting period, if any. For relative TSR-measured PSUs, the fair values are based on Monte Carlo simulations performed as of each valuation date. Footnote 8 contains a table summarizing the relevant Monte Carlo modeling inputs associated with each award/valuation date for the 2024 calculation.

The Company utilizes the Black-Scholes Option-Pricing Model to determine the fair value of stock options. Management is required to make certain assumptions with respect to selected model inputs, including anticipated changes in the underlying stock price (i.e., expected volatility) and option exercise activity (i.e., expected life). Expected volatility is based on the historical volatility of the Company’s stock over the most recent period commensurate with the estimated expected life of the Company’s stock options and other factors. The expected life of options is based primarily on historical exercise experience. The expected dividend yield is based on the Company’s most recent history and expectation of dividend payouts. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of valuation for a period commensurate with the estimated expected life. Footnote 9 contains a table summarizing the weighted-average assumptions that were used to value the stock option awards for the 2024 calculation.

(4)

Deductions from, and additions to, total compensation in the Summary Compensation Table by year to calculate Compensation Actually Paid consist of:

(5)

Amounts reported in this column and others related to the non-CEO NEOs are for: Matthew J. White, Sean F. Durbin, Guillermo Bichara, and David P. Strauss in 2024; Matthew J. White, John M. Panikar, Sean F. Durbin, and Guillermo Bichara in 2023 and 2022; Sanjiv Lamba, Matthew J. White, John M. Panikar, and Sean F. Durbin in 2021; and Sanjiv Lamba, Matthew J. White, Eduardo Menezes, and Andreas Opfermann in 2020.

(6)

Figures reported in this column are for peers in the Standard & Poor’s S5 Materials Index (“S5MATR”) which covers 28 companies, including Linde, consistent with the peer group used by the Company for purposes of Item 201(e) of Regulation S-K.

(7)

Adjusted after-tax return on capital is a non-GAAP measure. Please see “ Reconciliation to Compensation and Non-GAAP Measures” on page 79 for a reconciliation to the reported GAAP amounts that are most comparable. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance under the Company’s compensation programs, the Company has determined that adjusted after-tax return on capital is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the NEOs, for the most recently completed fiscal year, to Company performance.

(8)

Below is a table summarizing the relevant Monte Carlo modeling inputs associated with each award/valuation date for purposes of calculating the Compensation Actually Paid to the CEO and other NEOs in 2024.

(9)

Below is a table summarizing the weighted-average assumptions that were used to value the stock option awards for purposes of calculating the Compensation Actually Paid to the CEO and other NEOs.

Narrative Disclosure to Pay versus Performance Table

Most Important Performance Measures Used to Link Executive Compensation and Company Performance

As described in greater detail in the CD&A, the Company’s executive compensation program reflects a variable pay-for-performance philosophy. The metrics that the Company uses for both short- and long-term incentive awards are selected with the objective of incentivizing the NEOs to increase the value of the enterprise to the Company’s shareholders. The following table lists the seven most important company performance measures used by Linde to determine the compensation of the CEO and other NEOs in 2024.

After-Tax Return on Capital

Net Income

Relative TSR

Sales

Operating Cash Flow

Greenhouse Gas Emissions

Core Values (Safety, Health & Environment; Sustainability; Compliance & Integrity; and Human Capital)

Relationship of Compensation Actually Paid and TSR (Linde and Peer Group), by Year

The graph below compares the Compensation Actually Paid to the CEO and other NEOs, respectively, to the cumulative returns of Linde’s ordinary shares and the ordinary shares of Linde’s peers, respectively. Consistent with the disclosure rules, the total shareholder return (“TSR”) figures are based on an initial investment of $100 on December 31, 2019 and the reinvestment of all dividends. The compensation actually paid to the CEO and other NEOs is aligned with the Company’s cumulative TSR over the period presented because a significant portion of the compensation actually paid to the CEO and other NEOs is comprised of equity awards.

• For 2022, total amounts of Compensation Actually Paid to both Mr. Angel and Mr. Lamba are included as both served as CEO for a portion of the year.

Relationship of Compensation Actually Paid and Linde Net Income, by Year

The graph below compares the Compensation Actually Paid to the CEO and other NEOs, respectively, to Linde’s Net Income in each year of the disclosure period. The reported Net Income amounts are GAAP amounts from Linde’s Consolidated Statements of Income. The compensation actually paid to the CEO and other NEOs is aligned with the Company’s Net Income over the period presented because the Company’s Net Income comprises 55% of the financial performance goal under the Company’s annual variable compensation program.

• For 2022, total amounts of Compensation Actually paid to both Mr. Angel and Mr. Lamba are included as both served as CEO for a portion of the year.

Relationship of Compensation Actually Paid and Linde After-Tax Return on Capital, by Year

The graph below compares the Compensation Actually Paid to the CEO and other NEOs, respectively, to Linde’s adjusted after-tax Return on Capital in each year of the disclosure period. Adjusted after-tax return on capital is a non-GAAP measure. Please see “Reconciliation to Compensation and Non-GAAP Measures” on page 79 for a reconciliation to the reported GAAP amounts that are most comparable. While the Company uses numerous financial and non-financial performance measures for the purpose of evaluating performance under the Company’s compensation programs, the Company has determined that adjusted after-tax return on capital is the financial performance measure that, in the Company’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in the table) used by the Company to link compensation actually paid to the NEOs, for the most recently completed fiscal year, to Company performance. The Company utilizes adjusted after-tax return on capital when setting goals for the ROC-measured PSUs that are awarded to the NEOs.

• For 2022, total amounts of Compensation Actually Paid to both Mr. Angel and Mr. Lamba are included as both served as CEO for a portion of the year.

CEO Pay Ratio